NOTE 16 – SHARE BASED COMPENSATION

On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s board of directors is authorized to grant options to purchase an aggregate of 752 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business.

On July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 406 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 1,158 shares of Common Stock.

On August 29, 2022, the Company adopted the 2022 Share Incentive Plan (the “2022 Share Incentive Plan”), pursuant to which the Company’s board of directors is authorized to grant options to purchase up to 4,082 shares of Common Stock. The purpose of the 2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their efforts on behalf of the Company or its affiliates and (3) to promote the success of the Company’s business, by providing such service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards.

On July 31, 2023, the board of directors approved and on October 2, 2023, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 26,531 shares of Common Stock.

On September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 18,287 shares of Common Stock. See note15(9) above).

On September 9, 2024, the board of directors approved and on November 3, 2024, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 314,286 shares of Common Stock.

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to directors under the 2022 Share Incentive Plan of aggregate of 18,574 shares of Common Stock. See note15(10) above).

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to employee under the 2022 Share Incentive Plan of an option to purchase 286 shares of Common Stock at an exercise price of $7.54 per share. One-third of the shares subject to the options vest and become exercisable on the first anniversary of the vesting commencement date determined by the board, and on each subsequent one year anniversary thereafter, over two years provided the employee remains employed by the Company on each such vesting date.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 16 – SHARE BASED COMPENSATION (continued)

The fair value of options granted during 2024 was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used:

 SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED

On May 11, 2025, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 34,287 shares of Common Stock. See note15(12) above).

On October 23, 2025, the board of directors approved and on December 16, 2025, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 750,000 shares of Common Stock.

On October 20, 2025, the Company granted 146,493 Restricted Stock Units (The “RSU”) to Mr. Alon Silberman under the Company’s 2022 Share Incentive Plan. The shares represent approximately 5% of the Company’s outstanding share capital on a fully diluted basis as of immediately following the Closing date. The restricted shares vest in three equal installments on each of the first, second and third anniversaries of the Closing date, subject to his continued employment with MitoCareX.

The Company calculated the fair value of the RSU using the B&S option pricing model with the following assumptions:

 SCHEDULE OF FAIR VALUE OF RESTRICTED STOCK UNITS USING B&S OPTION PRICING MODEL

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 16 – SHARE BASED COMPENSATION (continued)

The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2025 and 2024:

 SCHEDULE OF STOCK OPTION ACTIVITY

The aggregate intrinsic value of the awards outstanding as of December 31, 2025 and 2024 is $0 and less than $1, respectively. These amounts represent the total intrinsic value, based on the Company’s stock price of $1.68 and $8.68 as of December 31, 2025 and 2024, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The total fair value estimation of the non-cash compensation of the 2024 grant was approximately $2. Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2025 and 2024 were $1. A full valuation allowance was recorded as it relates to the deferred tax asset of the Company.

As of December 31, 2025, there were options to purchase 641 shares available for future grants under the 2018 Equity Incentive Plan and options to purchase 864,700 shares available for future grants under the 2022 Share Incentive Plan

During the year ended December 31, 2025, the Company recorded share-based compensation expense of $91 related to the RSUs granted to Mr. Alon Silberman. As of December 31, 2025, total unrecognized compensation cost related to non-vested RSUs amounted to $407. The cost is expected to be recognized over a weighted average period of 1.44 years.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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