Form 8-K

8-K — Nexentis Technologies Inc.

Accession: 0001493152-26-025397

Filed: 2026-05-27

Period: 2026-05-27

CIK: 0001789192

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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8-K

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2026-05-27

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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): May 27, 2026

Nexentis

Technologies Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40403

26-4684680

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Pinhas

Sapir St. 3, Kiryat HaMada

Ness

Ziona 7403626, Israel

4994500

(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 ☒

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

1.01 Entry into a Material Definitive Agreement.

April 30, 2026, Nexentis Technologies Inc. (the “Company”) held a special general meeting of stockholders (the “Special

Meeting”) to approve, among others, an amendment to a facility agreement (the “Original Facility Agreement”) with L.I.A.

Pure Capital Ltd. (the “Lender”) for financing of up to EUR 6,000,000 (the “Original Credit Facility”), EUR 2,000,000

of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for other projects subject to the Lender’s

pre-approval.

connection with the Original Facility Agreement, the Company issued to the Lender a five-year warrant (the “Warrant”) to

purchase 1,850,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.00 per share,

subject to customary anti-dilution adjustments.

The

Company’s stockholders previously approved the issuance of the Warrant Shares in accordance with Nasdaq Listing Rule 5635(d).

Following

the approval of the Company’s stockholders at the Special Meeting, on May 27, 2026, the Company and the Lender released from

escrow the signatures to the amended and restated facility agreement (the “Amended and Restated Facility Agreement”),

which, among other things: (i) increases the total amount available under the credit facility from EUR 6,000,000 to EUR 10,000,000;

and (ii) amends certain provisions relating to the Warrants, such that the Warrant will entitle the Lender to purchase 1,850,000

shares of the Company’s Common Stock and include an anti-dilution adjustment mechanism, including adding a “price

maintenance” provision to the Warrant’s anti-dilution adjustment mechanism. This provision is intended to preserve the

economic value of the Warrant and provides that, upon certain future issuances of Company securities at prices below the

then-current exercise price of the Warrant, adjustments may be made to reduce the Warrant exercise price; and/or increase the number

of Warrant Shares issuable upon exercise.

Except

as modified, the principal economic terms of the credit facility, including interest rate, repayment structure, drawdown period, and

general warrant terms, remain substantially consistent with the Original Facility Agreement.

copy of the Amended and Restated Facility Agreement filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

The foregoing summary of such Amended and Restated Facility Agreement is not complete and is qualified in its entirety by reference to

the full text of such Exhibit.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information disclosed above in Item 1.01 is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Amended and Restated Facility Agreement, between L.I.A Pure Capital Ltd. and the Company

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:

May 27, 2026

By:

/s/

Lital Barda

Name:

Lital

Barda

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDED

AND RESTATED FACILITY AGREEMENT

THIS

AMENDED AND RESTATED FACILITY AGREEMENT (the “Agreement”) is made as of May 27, 2026, by and between L.I.A.

Pure Capital Ltd., company no. 514408715, or such other party as shall be designated by L.I.A. Pure Capital Ltd. (the “Lender”)

and Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Borrower” or the “Company”)

(the Borrower together with the Lender, the “Parties” and individually each a “Party”). This Agreement

amends and restates in its entirety that certain Facility Agreement, dated as of October 1, 2024, by and between the Lender and the Borrower

(the “Original Agreement”). From and after the date hereof, the Original Agreement shall be amended and restated in

its entirety and replaced by this Agreement.

WHEREAS,

the

Borrower is a publicly traded company; and

WHEREAS,

the

Borrower desires to receive funding in the aggregate amount of EUR ten million (€10,000,000) (the “Principal Amount”)

whereby such Principal Amount shall be used for purposes of financing the Company’s operations and potential transactions,

which may include acquisitions, provided such draw down is pre-approved by the Lender; and

WHEREAS,

the

Parties wish to set forth in this Agreement the terms and conditions of the Loan (as defined below) and to determine their mutual

rights and obligations.

Now,

Therefore, the parties hereto hereby agree as follows:

Preamble

and Definitions

1.1.

The

Preamble to this Agreement and all Schedules hereto shall constitute an integral part of this Agreement.

1.2.

this Agreement, including the Schedules hereto, the following terms shall have the meanings set out opposite them below:

“Business

Day” Means a day (other than a Friday, Saturday and an official holiday) on which banks are generally open for business in

Israel.

“Effective

Date” Means the date the Agreement is signed by the Parties.

1.3.

Interpretation

this Agreement, unless the contrary intention appears, a reference to:

1.3.1.

Section, Clause, a Sub-clause or a Schedule is a reference to a section, clause or sub-clause of, or a schedule to, this Agreement;

1.3.2.

Party or any other person/entity includes its successors in title, permitted assignees and permitted transferees;

1.3.3.

the

headings in this Agreement do not affect its interpretation; and

1.3.4.

any

dispute of interpretation in relation to any clause set forth in the Agreement shall be interpreted in accordance with and in the

context of the Purpose.

Representations

and Warranties of the Borrower

The

Borrower hereby represents, covenants and warrants to the Lender as follows:

2.1.

The

Borrower is a corporation duly organized, validly existing under the laws of the State of Nevada.

2.2.

The

Borrower has the corporate power to enter into, perform and deliver, and has taken all necessary actions to authorize the entry into,

performance and delivery of, the Agreement and all its Exhibits and Schedules, and to carry on its business as now being conducted.

2.3.

The

entry into this Agreement by the Borrower does not conflict with: (i) any applicable law; (b) the articles of incorporation or bylaws

of the Company or any of its other constitutional documents; or (iii) any agreement which it is a party or under which it is bound.

2.4.

consent, approval, order or authorization of any third party, or registration, qualification, designation, declaration or filing

with governmental authority is required on the part of the Borrower in connection with the consummation of the transactions contemplated

by this Agreement.

2.5.

The

authorized share capital of Borrower consists of (i) 500,000,000 shares, consisting of (i) 495,000,000 shares of common stock, par

value $0.0001, and (ii) 5,000,000 shares of preferred stock, of which zero shares of preferred stock are issued and outstanding as

of the Effective Date. Except as disclosed in the Company Reports or as detailed in the disclosure schedule attached as Schedule

2 hereto (“Disclosure Schedule”): (i) there are no outstanding bonds, debentures, notes or other indebtedness

or other securities of Borrower having the right to vote (or convertible into, or exchangeable for, securities having the right to

vote) on any matters on which shareholders of Borrower; (ii) there are no outstanding securities, options, warrants, calls, rights,

commitments, agreements, arrangements or undertakings of any kind to which Borrower is a party or by which it is bound obligating

Borrower to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of common stock of Borrower or other

equity or voting securities of Borrower or obligating Borrower to issue, grant, extend or enter into any such security, option, warrant,

call, right, commitment, agreement, arrangement or undertaking; (iii) there are no outstanding contractual obligations, commitments,

understandings or arrangements of Borrower to repurchase, redeem or otherwise acquire or make any payment in respect of any shares

of common stock of the Borrower or any other securities of Borrower; (iv) there are no agreements or arrangements pursuant to which

Borrower is or could be required to register Borrower’s shares of common stock or other securities under the Securities Act

(as defined below) or other agreements or arrangements with or among any holders of Borrower or with respect to any securities of

Borrower; and (v) the issuance of the Shares (as defined below) will not trigger any anti-dilution rights of any existing securities

of Borrower. Except as disclosed in the Company Reports, as of the Effective Date, there will be no rights, subscriptions, warrants,

options, conversion rights, or agreements of any kind outstanding to purchase from Borrower, or otherwise require Borrower to issue,

any shares of share capital of Borrower or securities or obligations of any kind convertible into or exchangeable for any shares

of common stock of Borrower.

2.6.

Since

January 1, 2021, Borrower has filed all forms, reports and documents with the Securities and Exchange Commission (the “SEC”)

that have been required to be filed by it under applicable laws prior to the date hereof (all such forms, reports and documents,

together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company

Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the

date of such amended or superseded filing), (i) each Company Report complied as to form in all material respects with the applicable

requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and/or

the Sarbanes-Oxley Act of 2002, as the case may be, each as in effect on the date such Company Report was filed, and (ii) each Company

Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements made therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of the Borrower,

none of the Company Reports is the subject of ongoing SEC review or investigation. The financial statements included in the Company

Reports comply in all material respects with the applicable accounting requirements and the rules and regulations of the Commission

with respect thereto as in effect at the time of filing. The financial statements included in the Company Reports have been prepared

in accordance with generally accepted accounting principles in the United States applied on a consistent basis (“GAAP”),

and fairly represent the financial position of Borrower and as of and for the dates thereof and the results of operations and cash

flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the omission

of certain footnotes. Except as set forth in the Company Reports, Borrower has no liabilities or obligations of any nature (whether

accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of Borrower or in the notes thereto.

2.7.

Since

January 1, 2021, and except as disclosed in its Company Reports or Disclosure Schedule, (i) Borrower has not incurred any liabilities

or obligations, indirect, or contingent, or entered into any oral or written agreement or other transaction which exceeds US$100,000;

(ii) Borrower has not paid or declared any dividends or other distributions with respect to its share capital, or redeemed or purchased

or otherwise acquired any of its shares of Common Stock and Borrower is not in default in the payment of principal or interest on

any outstanding debt obligations, except as set forth herein; (iii) Borrower has not initiated any compensation arrangement or agreement

with any executive officer; (iv) there has not been any change in the shares of Common Stock of Borrower; and (v) there has not been

any other event which has caused, or is likely to cause, a material adverse effect on Borrower.

2.8.

Other

then as disclosed in its Company Reports or Disclosure Schedule, there is no action, suit, claim, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the knowledge

of Borrower, threatened against Borrower. Borrower is not subject to any order, writ, judgment, injunction, decree or award of any

court or any governmental authority.

2.9.

Borrower

has not been advised, nor does Borrower have reason to believe, that it is not conducting its business in compliance with all applicable

laws, rules and regulations of the jurisdictions in which it is conducting its business.

2.10.

Except

as otherwise notified by the Borrower to the Lender, Borrower has filed all necessary federal, state and foreign income and franchise

tax returns, and the equivalent thereof with the respective organs in the State of Nevada, and has paid or accrued all taxes shown

as due thereon, and Borrower has no knowledge of a tax deficiency which has been or might be asserted or threatened against it.

2.11.

The

Shares (as defined below), when issued (if applicable), will conform in all material respects to the descriptions of Borrower’s

shares of Common Stock contained in the Company Reports and other filings with the SEC.

2.12.

Borrower

has disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material

information relating to Borrower is made known to Borrower’s principal executive officer and Borrower’s principal financial

officer or persons performing similar functions.

2.13.

All

disclosure provided to Lender regarding Borrower, its business and the transactions contemplated hereby, including the exhibits to

this Agreement, furnished by Borrower with respect to the representations and warranties made herein are true and correct with respect

to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

2.14.

This

Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Borrower, enforceable in accordance

with its terms.

Representations

and Warranties of the Lender

The

Lender hereby represents, covenants and warrants to the Borrower as follows:

3.1.

The

Lender, and any additional persons and/or entities that may provide funds under this Agreement solely by and through the Lender (the

“Additional Persons”), is an “Accredited Investor” as such term is defined in Rule 501 of Regulation

D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and to support its classification

as an Accredited Investor, Lender shall sign and deliver to Borrower the declaration in the form attached hereto as Schedule

Loan

Drawdowns

The

Borrower shall be entitled, at its discretion, to submit a request to draw down an aggregate amount not exceeding EUR ten million (€10,000,000)

for purposes of financing the Company’s operations and potential transactions, which may include acquisitions, provided such draw

down is pre-approved by the Lender. Each such drawdown amount shall be deposited within two (2) Business Days of approval of such draw

down request directly by the Lender into the Company’s bank account detailed in Schedule 4.1 hereto, and the Lender

shall deliver to the Borrower a wire confirmation thereof upon such transfer date.

Interest

on the Principal Amount (the Principal Amount together with Interest accrued thereon, the “Loan”) shall accrue at

a rate of seven percent (7%) per annum, which amount shall be paid in advance by the Company to the Lender upon each drawdown for a period

representing twenty four (24) months, and such payment shall be deducted from the drawdown.

Repayment

The

Borrower shall repay the Principal Amount to the Lender exclusively from proceeds resulting from either (a) the Company Projects or (b)

financing transactions of the Company whereby the Lender shall receive an amount representing 33% of the proceeds from such financing

transactions; for the avoidance of any doubt, it shall be understood that the Company shall not be held liable to repay any amount of

the Principal Amount other than from proceeds received from the Company Projects. Notwithstanding the foregoing, any amount remaining

under the Principal Amount as of the fifth (5th) anniversary of the Closing (the “Term”) shall be repaid within thirty

(30) days of the end of the Term and the Borrower shall be entitled to repay the Lender from additional sources.

Taxes

7.1.

Any

tax consequences arising from the grant or repayment of the Loan, shall be borne solely by the Lender. Borrower is allowed to withhold

tax at source from any repayment it shall pay to the Lender pursuant to applicable law, unless Borrower has provided it with a valid

tax exemption issued by the Israeli Tax Authority providing otherwise.

7.2.

The

Borrower shall pay VAT, where applicable, on any payment paid by it against an applicable tax invoice.

Warrant

8.1

The

Borrower shall issue to the Lender a warrant to purchase 1,850,000 shares of Common Stock, with an exercise of price of $1.00 (the

“Warrant”), in the form attached hereto as Annex A, which Warrant shall include a limitation on beneficial ownership

of 4.99%; and, notwithstanding the foregoing, if stockholder approval is required for the issuance of the Warrant, such approval

will be obtained no later than six (6) months following the Closing.

8.2

the event of an adjustment(s) to the Exercise Price of the Warrant pursuant to Section 2(a) of the Warrant following a Dilutive Issuance

(as defined in the Warrant), then the Company shall issue to the Lender an additional warrant (the “Additional Warrant”)

in substantially the same form as the Warrant to purchase such number of shares of Common Stock of the Company so that the aggregate

exercise price payable under the Warrant and the Additional Warrant, after taking into account the decrease in the Exercise Price

(as defined in the Warrant), shall be equal to the aggregate Exercise Price under the Warrant immediately prior to the date of such

Dilutive Issuance.

Transfer

or Resale

9.1.

The

Parties further acknowledge and are aware that the shares of Common Stock issuable upon the exercise of the Warrants (collectively,

the “Shares”), may only be disposed of in compliance with respective U.S. state and federal securities laws. In

connection with any transfer of Shares other than pursuant to an effective registration statement, the Borrower may require the transferor

thereof to provide to the Borrower an opinion of counsel selected by the transferor and reasonably acceptable to the Borrower, the

form and substance of which opinion shall be reasonably satisfactory to the Borrower, to the effect that such transfer does not require

registration of such transferred Shares under the Securities Act.

9.2.

The

Lender agrees to the imprinting, so long as required by this Section 9.2, of a legend on any such Shares (issuable upon the exercise

of the Warrants) in the following form:

[NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED

BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

9.3.

Certificates

evidencing the Shares shall not contain any legend (including the legend set forth in Section 9.2 hereof): (i) while a registration

statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares pursuant

to Rule 144 under the Securities Act (“Rule 144”), (iii) if Shares are eligible for sale under Rule 144, without

the requirement for the Borrower to be in compliance with the current public information required under Rule 144 as to such Shares

and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities

Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Borrower shall cause its counsel

to issue a legal opinion to the transfer agent of the Borrower promptly after the respective effective date of the transfer if required

by the transfer agent to effect the removal of the legend hereunder.

9.4.

The

Lender agrees with the Borrower that the Lender will sell any Shares pursuant to either the registration requirements of the Securities

Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to

a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that

the removal of the restrictive legend from certificates representing the Shares as set forth in this Section 9 is predicated upon

the Company’s reliance upon this understanding

10.

Undertakings

10.1.

Within

seventy five (75) days from the Effective Date, the Company shall file a registration statement with the SEC to register the resale

of the Shares by the Lender, or any Shares issuable to the Lender pursuant to an adjustment(s) set forth in the Warrants or Shares

issuable pursuant to the Additional Warrant, so as to permit the public resale thereof (the “Resale Registration Statement”).

However, if the Company files another resale registration statement with the SEC prior to such date, the Company shall use reasonable

best efforts to register the resale of the Shares together with such other registration statement. The Company will use its reasonable

efforts to ensure that such Resale Registration Statement is declared effective by the SEC within ninety (90) days of the filing

thereof. The Company will ensure that all Shares issuable to the Lender are covered by the Resale Registration Statement and to the

extent necessary file with, and cause to be decelerated effective by, the SEC, additional registration statements, to register any

Shares not covered by the Resale Registration Statement, which such registration statements shall be filed no later than 45 days

following the event triggering the increase of the number of Shares issuable to the Lender.

11.

Miscellaneous

11.1.

Governing

Law; Jurisdiction. The laws of the State of Israel, irrespective of its conflicts of law principles, shall govern the validity

of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties

hereto. The appropriate courts in Tel-Aviv – Jaffa, Israel shall have exclusive jurisdiction over any dispute or claim in connection

with this Agreement and no other court shall have jurisdiction over any such matter.

11.2.

Assignment;

Binding Upon Successors and Assigns.

The

Lender and the Borrower may not assign any of their rights under this Agreement.

11.3.

Severability

any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then

the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably

to effect the intent of the parties hereto. The Parties further agree to replace such void or unenforceable provision of this Agreement

with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void

or unenforceable provision.

11.4.

Counterparts;

Scanned Signatures

This

Agreement may be executed in any number of counterparts, each of which shall be an original as regards any Party whose signature appears

thereon and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by one Party

hereto to the other Party hereto by e-mail transmission of a photocopy of the original signature page hereto, and upon receipt of such

e-mail transmission will be deemed to have the same effect as if the original signature had been delivered to the other parties.

11.5.

Amendments;

Expenses

Any

term or provision of this Agreement may be amended mutually in writing by the Parties. The Company shall be responsible for up to USD

seven thousand five hundred ($7,500) in expenses incurred by the Lender in connection with the Agreement.

11.6.

Waivers

waiver by a Party of any breach or default by the other Party shall not be deemed to constitute a waiver of any other default or any

succeeding breach or default. The failure of a Party to enforce any of the provisions hereof shall not be construed to be a waiver of

the right of that Party thereafter to enforce such provisions.

11.7.

Notices

All

notices and other communications required or permitted under this Agreement shall be in writing and shall be either hand delivered in

person, sent by e-mail, sent by certified or registered mail, postage pre-paid, or sent by express courier service. Such notices and

other communications shall be effective upon receipt if hand delivered, if sent by e-mail – one (1) Business Day following transmission,

seven (7) Business Days after mailing if sent by mail, and one (1) Business Day after dispatch if sent by express courier, to the following

addresses, or such other addresses as any party may notify the other party in accordance with this Clause 14.7: if to Borrower: Nexentis

Technologies Inc., HaPardes 134 (Meshek Sander), Neve Yarak, Israel, Attention: David Palach, E-mail:david@n2off.com; if to Lender: L.I.A.

Pure Capital Ltd., 20 Wallenberg Raul, Tel Aviv, Israel, Attention: Kfir Zilberman, E-mail: kfir@shremzilberman.com.

11.8.

Term

Notwithstanding

the foregoing and in accordance with Section 6 herein, all obligations, covenants and rights of the Parties hereunder shall terminate

and expire upon repayment in full of the amounts to be repaid herein.

11.9.

Entire

Agreement

This

Agreement, the annexes and schedules hereto, constitute the entire understanding and agreement of the Parties with respect to the subject

matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied,

written or oral, between the Parties with respect hereto.

[Signature

page follows]

WITNESS WHEREOF, this Agreement has been executed by the duly authorized representative of each Party as of the date first stated

above.

L.I.A.

Pure Capital Ltd.

Nexentis

Technologies Inc.

By:

/s/

Kfir Silberman

By:

/s/

David Palach

Name:

Kfir

Silberman

Name:

David

Palach

Title:

CEO

Title:

CEO

Schedule

INVESTOR

CERTIFICATION

Whereas,

in connection with and as a condition to the undersigned subscriber’s receipt of equity securities (the “Securities”)

of Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Issuer”), the undersigned understands and agrees that none of

the Securities have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable

state, provincial or foreign securities laws, and the Securities are being offered and sold to the undersigned in reliance upon one or

more exemptions provided in the Securities Act. The Securities are not transferable except in accordance with the restrictions described

herein.

The

undersigned subscriber represents, warrants, covenants and certifies to the Issuer (and acknowledges that the Issuer is relying thereon)

that:

has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment

in the Securities and it is able to bear the economic risk of loss of its entire investment;

the

Issuer has provided to it the opportunity to ask question and receive answers concerning the Issuer and it has had access to such

information concerning the Issuer as it has considered necessary or appropriate in connection with an investment decision to acquire

the Securities;

is acquiring the Securities for its own account, for investment purposes only and not with a view to any resale, distribution or

other disposition of the Securities in violation of the United States securities laws;

an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act;

has not purchased the Securities as a result of any form of general solicitation or general advertising; and

it decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such

Securities, directly or indirectly, unless the offer, sale or transfer is registered under the Securities Act or the offer, sale

or transfer is subject to an exemption from the registration requirements under the Securities Act.

The

undersigned subscriber is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities

Act because: (Check all boxes below which correctly describe you.)

☐

The

subscriber is a natural person whose individual net worth, or joint net worth with his or her spouse or spousal equivalent, at the

time of subscription exceeds $1,000,000 (excluding the value of the subscriber’s primary residence).

☐

The

subscriber is natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income

with his or her spouse or spousal equivalent in excess of $300,000 in each of the two most recent years, and has a reasonable expectation

of reaching the same income level in the current year.

☐

The

subscriber is a director, executive officer, general partner or (if the Company is a limited liability company) manager of the Company

or, if the Company is partnership or a limited liability company, a director, executive officer, general partner or (if the general

partner or manager of the Company is a limited liability company) manager of the Company’s general partner or manager.

☐

The

subscriber is an investment adviser relying on the exemption from registering with the U.S. Securities and Exchange Commission under

Section 203(l) or (m) of the Investment Advisers Act of 1940.

☐

The

subscriber is a natural person holding in good standing one or more professional certifications or designations or credentials from

an accredited educational institution that the U.S. Securities and Exchange Commission has designated as qualifying an individual

for accredited investor status.

☐

The

subscriber is a natural person who is either (i) an executive officer, trustee, general partner, advisory board member, or person

serving in a similar capacity for the Company or an Affiliated Management Person of the Company (i.e., an individual or entity that

manages the investment activities of the Company) or (ii) an employee of the Company or an Affiliated Management Person (other than

an employee performing solely clerical, secretarial or administrative functions with regard to the Company or an Affiliated Management

Person or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities

of the Company or an Affiliated Management Person, provided that he or she has been performing such functions and duties for or on

behalf of the Company for at least 12 months, if the Company would be an investment company, as defined by in Section 3 of the Investment

Company Act of 1940, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act.

☐

The

subscriber is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities

offered, whose purchase is directed by a sophisticated person who either alone or with such person’s purchaser representative(s)

has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks

of the prospective investment. The subscriber is a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers

Act of 1940, with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the securities

offered, and whose prospective investment in the Company is directed by a person who has such knowledge and experience in financial

and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

☐

The

subscriber is a family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting

the requirements in the preceding paragraph and whose prospective investment in the Company is directed on behalf of such family

office by a person who has such knowledge and experience in financial and business matters that such family office is capable of

evaluating the merits and risks of the prospective investment.

☐

The

subscriber is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts

or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring an interest

in the Company, with more than $5,000,000 in assets.

☐

The

subscriber is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution

as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or a fiduciary capacity.

☐

The

subscriber is a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934.

☐

The

subscriber is an insurance company as defined in Section 2(a)(13) of the Securities Act.

☐

The

subscriber is an investment company registered under the Investment Company Act of 1940 or a business development company as defined

in Section 2(a)(48) of that Act.

☐

The

subscriber is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d)

of the Small Business Investment Act of 1958.

☐

The

subscriber is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state

or its political subdivisions, for the benefit of its employees, if such a plan has total assets in excess of $5,000,000.

☐

The

subscriber is a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act

of 1940.

☐

The

subscriber is a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.

☐

The

subscriber is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),

if the decision to invest is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and

loan association, insurance company or registered investment adviser.

☐

The

subscriber is an employee benefit plan within the meaning of Title I of ERISA having total assets in excess of $5,000,000 or, if

a self-directed plan, with investment decisions made solely by persons that are accredited investors.

☐

The

subscriber is an entity, of a type not listed previously, not formed for the specific purpose of acquiring the securities offered,

owning investments, as defined in Rule 2a51-1(b) under the Investment Company Act of 1940, in excess of $5,000,000.

☐

The

subscriber is an entity in which all of the equity owners are accredited investors and described in one or more of the categories

set forth above.

☐

None

of the above.

The

undersigned subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information

relating to the undersigned set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.

L.I.A.

Pure Capital Ltd.

By:

Kfir

Silberman

Its:

CEO

Date:

Schedule

4.1 – Company’s bank account details

Bank

Name:

Branch

Name:

Branch

Number:

Bank

Address:

Swift:

Account

name:

Account

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