UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
Nexentis Technologies Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40403 | 26-4684680 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Pinhas Sapir St. 3, Kiryat HaMada Ness Ziona, Israel | 7403626 | |
| (Address of principal executive offices) | (Zip Code) |
(347) 468 9583
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, par value $0.0001 per share | NXTS | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On August 6, 2026, the board of directors (the “Board”) and audit committee of the Board (the “Audit Committee”) of Nexentis Technologies Inc. (the “Company”) approved the dismissal of Somekh Chaikin, a member firm of KPMG International (“KPMG Israel”), as its independent registered public accounting firm, effective on August 6, 2026. For the years ended December 31, 2025 and 2024, the audit reports of KPMG Israel did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports contained a separate paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency, that raise substantial doubt about its ability to continue as a going concern and stating that management’s plans in regard to these matters were also described in Note 1C to the consolidated financial statements.
During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) and the related instructions thereto, with KPMG Israel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG Israel, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided KPMG Israel with the disclosures under this Item 4.01(a), and has requested them to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KPMG Israel responded with a letter dated August 6, 2026, a copy of which is annexed hereto as Exhibit 16.1 stating that KPMG Israel agrees with the statements set forth above.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 6, 2026, the Board and Audit Committee appointed Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network (“Deloitte Israel”), as the Company’s new independent registered public accounting firm, for the audit of the Company’s consolidated financial statements for the year ended December 31, 2026. During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through August 6, 2026, neither the Company nor anyone acting on its behalf consulted with Deloitte Israel regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
| 16.1 | Letter from Somekh Chaikin, a member firm of KPMG International | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nexentis Technologies Inc. | ||
| Date: August 6, 2026 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |