Nexentis Technologies Inc

This management proposal asks stockholders to approve an amendment to the Company’s Articles to authorize one or more reverse stock splits of its common stock within a broad 1-for-2 to 1-for-500 range and to give the Board discretion over the exact split ratio and timing. Management is seeking this authorization principally to address repeated periods where the Company’s share price has fallen below Nasdaq’s $1.00 minimum bid price and to retain listing on The Nasdaq Capital Market, which would otherwise expose the Company to delisting risks and reduced liquidity. The Proxy highlights Nasdaq’s rule changes and the Company’s history (including a prior 1-for-35 split effective September 3, 2025) as context for seeking flexible authority to implement further splits if necessary. The Board frames the Reverse Stock Split as a tool to potentially increase per-share trading price, attract institutional interest, make the stock more marketable to investors and prospective employees, and facilitate future financings. The proposal grants the Board broad discretion to select the ratio and timing within the stated range, and reserves the Board’s right to abandon the split before effectiveness if it is no longer in the Company’s best interests. The proposal also explains operational effects — no change to authorized shares or par value, the adjustment of outstanding options and warrants, rounding treatment for fractional shares (rounded up to one whole share), and potential negative consequences (reduced liquidity, adverse market perception, and no guarantee of price improvement). From a governance perspective, the broad ratio range and unilateral Board authority provide flexibility but also increase unpredictability for shareholders because implementation could materially change float and share count without subsequent shareholder approval. Overall, the Board recommends FOR the proposal to preserve Nasdaq listing and maintain financing flexibility, while acknowledging the risks of dilution, reduced liquidity, and potential adverse market reaction that may follow a reverse split.

This management proposal requests pre-approval under Nasdaq Rule 5635(d) to issue a material amount of equity or equity-linked securities in one or more non-public offerings without needing to return for separate shareholder votes for each transaction. The Company seeks authority to issue up to 20,000,000 shares (subject to adjustment for any reverse split), with aggregate gross proceeds capped at $100 million and a maximum pricing discount of 20% below market at issuance, with any offerings to occur within three months of the Special Meeting. Management’s rationale is to preserve the ability to move quickly to raise capital in volatile markets where delayed approvals could foreclose financing opportunities; the Board emphasizes that the Company has not determined specific terms or investors and currently has no arrangements. The proposal directly addresses Nasdaq’s requirement to obtain shareholder approval before non-public issuances equal to 20% or more of outstanding shares; without approval, the Company’s ability to consummate certain financings could be constrained. The principal trade-off for shareholders is dilution and potential concentration if large blocks are sold to single investors, which could shift voting power and influence corporate control. The Company notes there are no preemptive rights for existing holders and acknowledges potential anti-takeover and ownership concentration effects. The Board recommends FOR, viewing the authority as a means to strengthen liquidity and support strategy, but stockholders should weigh the dilution risk, the broad ceiling on aggregate issuance, the relatively permissive 20% discount cap, and the short time window for potential issuances when evaluating the proposal. In practice, the absence of predetermined placement protections or investor restrictions increases execution risk; prudent investors will watch for disclosure of any specific transactions and their counterparties following a vote.

This management proposal seeks shareholder approval under Nasdaq Rule 5635(d) for the potential issuance of shares issuable upon exercise of warrants that arise from an Amended and Restated Facility Agreement with L.I.A. Pure Capital Ltd. The amended facility increases available financing from EUR 6,000,000 to EUR 10,000,000 and modifies the warrant anti-dilution mechanism by adding a “price maintenance” provision that may reduce the exercise price or increase the number of warrants upon certain future issuances, potentially resulting in issuances exceeding 20% of outstanding shares or an exercise price below Nasdaq’s Minimum Price. Management frames the transaction as providing access to additional capital on negotiated terms with an existing lender, supporting project development, and avoiding potentially more dilutive equity alternatives; the Board believes this strengthens liquidity and supports strategic objectives. Because the anti-dilution and price maintenance features could materially increase dilution or depress warrant exercise pricing, Nasdaq Rule 5635(d) requires prior shareholder approval — hence this proposal. If approved, the Company gains financing flexibility but stockholders face risks of increased dilution, a larger potential overhang from warrants, and downward pressure on share value if exercise prices are reduced. If not approved, the Company may be unable to utilize the increased facility or must renegotiate terms, constraining financial flexibility. The Board recommends FOR based on the immediate financing benefits and negotiated lender terms, but sophisticated investors should evaluate how the amended warrant mechanics interact with other outstanding convertible instruments and the Company’s capital needs before voting.

This management proposal asks stockholders to empower the Company’s proxy holders to adjourn the Special Meeting to permit additional solicitation of proxies if Proposals 1–3 lack sufficient votes at the scheduled meeting. The request is procedural but strategically important: it enables the Board to delay final votes and continue outreach to shareholders or intermediaries to change or gather votes in favor of the principal transaction proposals. The Company discloses that no separate notice is required for adjournments of 30 days or less and that broker discretionary votes apply to this adjournment item, which increases the likelihood that an adjournment could be implemented without additional shareholder action if intermediaries exercise discretion. While common in practice, adjournment authority can be used to influence outcomes by allowing additional time to persuade voters, which may concern shareholders who prefer immediate resolution; conversely, adjournment protects against decisions made without a quorum or adequate information. The Board recommends FOR, noting this is intended to facilitate proper corporate governance and ensure sufficient shareholder input on the material proposals. From a governance perspective, approval reduces the risk that critical proposals fail due to temporary low participation, but shareholders should be aware that adjournments can postpone finality and be used to change vote outcomes through further solicitation.