CREDIT FACILITY |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CREDIT FACILITY | NOTE 8 – CREDIT FACILITY
On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the “Lender”) for financing of up to €6,000 thousands (approximately $7,020) (the “Pure Capital Credit Facility”), of which €2,000 (approximately $2,340) thousands may be used for the Loan and Partnership Agreement in Germany, and the remaining €4,000 thousands (approximately $4,680) for other pre-approved projects. The facility bears annual interest of 7%, payable in advance and deducted from each drawdown, for a period of 24 months.
The facility will expire upon full drawdown or five years from the agreement date, whichever occurs first. Borrowed amounts are to be repaid from project proceeds or 33% of proceeds from other Company financings during the drawdown period.
In connection with the facility, the Company issued a five-year warrant to the Lender to purchase 52,858 shares of common stock at an exercise price of $35 per share. The Warrant Shares will be exercisable immediately after the issuance.
Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant.
On December 5, 2024, the Lender agreed, pursuant to a waiver agreement, not to convert the warrants shares unless and until the stockholders of the Company approve the issuance of the warrants. Such approval was received on September 25, 2025.
NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data)
NOTE 8 – CREDIT FACILITY (continued)
The Company determined that the warrant is not considered indexed to the Company’s own stock. The Company estimated the fair value of the Warrant Shares as of October 1, 2024, December 31, 2024 and December 31, 2025, using the Black-Scholes option pricing model.
The assumptions used to perform the calculations are detailed below:
During, 2025, the Company drew down gross amounts of €1,249 thousands (approximately $1,340) and repaid €1,015 thousands (approximately $1,165).
The Company elected to account for the loans drawn under the credit facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the credit facility using a third-party appraiser and the assumptions were based on repayments scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding Company’s future fundraising.
As of December 31, 2025 the interest rate was determined, among other things, using the Ba2 yield curve, at 18.6% for the loan’s remaining term and the fair value of the loans drawn under the credit facility, determined at €202 thousand (approximately $237).
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