NOTE 11 –DISCONTINUED OPERATIONS

On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF. Pursuant to the SPA, the Company sold 4,200,000 ordinary shares of NTWO OFF, representing 100% of the Company’s shares of NTWO OFF, for total cash consideration of NIS 15 thousands (approximately $4).

The SPA provides customary representations, warranties and covenants by the Company, NTWO OFF and Yaaran, and further provides that all obligations arising under the Stock Exchange Agreement, dated July 11, 2023, between the Company, Yaaran and NTWO OFF, as amended on July 24, 2023 and on August 13, 2023, will be null and void and of no further force and effect.

The transaction was completed during the second quarter of 2025. As a result, the Company ceased consolidating NTWO OFF as of the closing date and has classified its operations as discontinued operations for all periods presented. As of December 31, 2025, no assets or liabilities of the discontinued operations remain on the Company’s consolidated balance sheet.

Assets and liabilities of NTWO OFF as of December 31, 2024, were reclassified and presented on a single line under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations”, based on their historical carrying amounts. No remeasurement to fair value was applied to these balances in prior periods, as the held-for-sale criteria was not met at that time.

The Company recognized a gain on disposal of approximately $44, which is presented in the consolidated statements of operations for the year ended December 31, 2025, under the caption “Income from discontinued operations”.

In addition, the Company reported a net cash outflow of approximately $25 within investing activities related to the disposal of NTWO OFF, primarily reflecting the derecognition of approximately $29 of cash and cash equivalents held by NTWO OFF at the time of sale, partially offset by $4 in cash proceeds received.

During 2025, the Company committed to a plan to sell Save Foods Ltd. (Company’s Pathogen prevention and prolong shelf life segment) and determined that the disposal represents a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the operations of Save Foods Ltd. have been classified as discontinued operations in accordance with ASC 205-20. As of December 31, 2025, the assets and liabilities of Save Foods Ltd. were classified as held for sale.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 11 –DISCONTINUED OPERATIONS (continued)

Assets and liabilities of Save Foods Ltd. classified as held for sale as of December 31, 2025 and 2024 were as follows:

 SCHEDULE OF DISCONTINUED OPERATIONS

Results of operations of Save Foods Ltd. included in discontinued operations were as follows:

Cash flows from discontinued operations for the years ended December 31, 2025 and 2024:

After the balance sheet, on January 13, 2026, the Company entered into a Securities Exchange Agreement to dispose of Save Foods Ltd. See also Note 24.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)