Nexentis Technologies Inc.: Form 10-Q for the period ended Jun 30, 2026

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.

All information in this Quarterly Report relating to shares or price per share reflects the 1-for-35 reverse stock split effected by us on September 22, 2025 and the 1-for-7 reverse stock split effected by us on April 8, 2026.

Overview

We are focused on sustainable operations in various industries such as oncology biotechnology and solar projects. Our activities are advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.

We currently operate through our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:

MitoCareX, which has been our wholly owned subsidiary since October 2025, develops and advances targeted therapeutics for diverse types of indications by focusing on transport proteins (i.e., transporters). MitoCareX developed technologies that are designed to interact with transporters that play a key role in cellular energy metabolism, thereby potentially disrupting the disease. MitoCareX routinely utilizes structural biology in combination with computational chemistry to discover, design and develop drug candidates that selectively interact with its protein targets of interest. MitoCareX approach leverages a proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models of MitoCareX’s protein targets and allows for large-scale virtual screening campaigns against these targets. MITOLINE™ provides a platform-level starting point to enable modelling and further allows to develop novel therapeutics. A key advantage of MitoCareX platform is its ability to address the historical lack of experimental structural data that has limited drug discovery efforts targeting MitoCareX’s proteins of interest, thereby expanding the druggable target space. By enabling rational, structure-guided discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities.

We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a former wholly-owned subsidiary of Solterra Energy Ltd., an Israeli public corporation, listed on the Tel Aviv Stock Exchange (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. In July 2026, Solterra Energy completed the sale of 100% of the issued share capital of Solterra to Sunflower Sustainable Investments Ltd., an Israeli public corporation listed on the Tel Aviv Stock Exchange. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

During 2025, the Company underwent significant changes to its business operations. In April 2025, the Company completed the sale of its NTWO OFF Ltd. operations. In addition, during 2025, the Company classified the operations of Save Foods Ltd., our former 98.48% owned subsidiary (“Save Foods”), as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated financial statements and are not included in the discussion of continuing operations below.

As a result of these changes, the Company’s consolidated financial statements for the periods presented have been reclassified to conform to the current presentation, and therefore may not be directly comparable to prior periods. Unless otherwise indicated, the discussion below relates to the Company’s continuing operations.

On January 13, 2026, we entered into a Securities Exchange Agreement (the “SF Agreement”) with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”), and, for certain limited purposes set forth therein, Save Foods. On January 13, 2026, we also entered into a Services Agreement with Voice Assist (the “Services Agreement”), pursuant to which we will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time for consideration consisting of deferred cash from future Voice Assist financings (subject to a $1,000,000 cap), royalty consideration on “New Future Projects” (as defined in the Services Agreement) over specified periods, and a share of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) related to the Ecolab Claim, and the Services Agreement includes successor obligations with respect to royalty consideration and a term through calendar year 2026 with the Company’s extension rights until consideration is fully received. On March 15, 2026, we closed the SF Agreement (the “Closing”). At the Closing, we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods, free and clear of any encumbrances and Voice Assist delivered to us number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock.

We currently own 19.99% of Voice Assist.

Additionally, we currently own approximately 8.3% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.

Recent Developments

Amendment to Credit Facility Agreement

On April 30, 2026, we 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.

In connection with the Original Facility Agreement, we issued to the Lender a five-year warrant (the “Warrant”) to purchase 1,850,000 shares of our common stock (the “Warrant Shares”) at an exercise price of $1.00 per share, subject to customary anti-dilution adjustments.

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

Following the approval of our stockholders at the Special Meeting, on May 27, 2026, we 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, following proportionate adjustments to the number of Warrant Shares and the exercise price as a result of the Company’s reverse stock splits, the Warrant was reset to entitle the Lender to purchase 1,850,000 shares of our common stock at an exercise price of $1.00 per share 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 our 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.

Registered Direct Offerings and Concurrent Private Placements

On June 12, 2026, we entered into a securities purchase agreement with certain investors pursuant to which we issued and sold in a registered direct offering, an aggregate of 311,876 shares of our common stock at a purchase price of $4.008 per share (the “First June 2026 Registered Direct Offering”).

In a concurrent private placement (the First June 2026 Private Placement and together with the First June 2026 Registered Direct Offering, the “First June 2026 Offerings”), we also issued to the same investors an aggregate of 311,876 common warrants to purchase up to 311,876 shares of our common stock. The common warrants are exercisable upon issuance at an exercise price of $4.008 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying such common warrants. A holder of the common warrants will not have the right to exercise any portion of its common warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Aggregate gross proceeds in respect of the First June 2026 Offerings were approximately $1.25 million, before deducting offering expenses payable by us. The First June 2026 Offerings closed on June 15, 2026.

On June 22, 2026, we entered into a securities purchase agreement with certain investors pursuant to which we issued and sold in a registered direct offering an aggregate of 410,998 shares of our common stock at a purchase price of $7.056 per share. (the “Second June 2026 Registered Direct Offering”).

In a concurrent private placement (the “Second June 2026 Private Placement” and together with the Second June 2026 Registered Direct Offering, the “Second June 2026 Offerings”), we also issued to the same investors an aggregate of 410,998 common warrants to purchase up to 410,998 shares of our common stock. The common warrants are exercisable upon issuance at an exercise price of $ 7.056 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying such common warrants. A holder of the common warrants will not have the right to exercise any portion of its common warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Aggregate gross proceeds in respect of the Second June 2026 Offerings were approximately $2.9 million, before deducting offering expenses payable by us. The Second June 2026 Offerings closed on June 24, 2026.

Change in Independent Registered Public Accounting Firm

On August 6, 2026, our board of directors (“the Board”) and the audit committee of the Board approved (i) the dismissal of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm and (ii) the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.

Results of Operations

The 2025 comparative amounts presented below have been recast to reflect the classification of the Company’s Save Foods and NTWO OFF Ltd. operations as discontinued operations. Accordingly, the results of these discontinued operations are excluded from continuing operations. Unless otherwise indicated, the discussion below relates only to the Company’s continuing operations.

Operating Expenses

Our current operating expenses consist of five components - research and development expenses, general and administrative expenses, change in fair value of contingent consideration, goodwill impairment and depreciation and amortization.

Research and Development Expenses

Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests.

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General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

Research and Development Expenses

Research and development expenses consist of salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the three months ended June 30, 2026 were $373,000, compared to no research and development expenses for the three months ended June 30, 2025. The increase was attributable to research and development activities following the acquisition of MitoCareX in October 2025, including personnel-related expenses and costs associated with its ongoing development programs.

General and Administrative Expenses

General and administrative expenses consisted primarily of professional services, salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the three months ended June 30, 2026 were $1,257,000, a decrease of $1,370,000, or 52%, compared to general and administrative expenses of $2,627,000 for the three months ended June 30, 2025. The decrease was primarily attributable to decrease of share-based compensation to our employees and service providers, partially offset by an increase of professional services and legal expenses.

Change in fair value of contingent consideration

Change in fair value of contingent consideration for the three months ended June 30, 2026 was a net loss of $139,000. The contingent cash and equity consideration was recognized in connection with the acquisition of MitoCareX in October 2025 and is remeasured at fair value at each reporting date, with changes in fair value recognized in the statement of operations. The net loss primarily resulted from the remeasurement of the contingent cash consideration upon becoming fixed and payable following the Company’s financing activities, after which it was reclassified to accrued expenses. This loss was partially offset by a gain from the remeasurement of the contingent equity consideration, which continues to be measured at fair value.

Depreciation and amortization

Depreciation and amortization for the three months ended June 30, 2026 was $106,000, compared to $0 for the three months ended June 30, 2025. The increase was attributable to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX in October 2025 as part of the purchase price allocation.

Financing expenses, Net

Financing expenses, net for the three months ended June 30, 2026 was $8,839,000, an increase of $7,605,000 or 616%, compared to financing expenses, net of $1,234,000 for the three months ended June 30, 2025. The increase was primarily attributable to expenses resulting from changes in the fair value of the warrant liabilities associated with the amendment to the Credit Facility Agreement and the day-one losses recognized upon the issuance of the First PIPE Warrants and the Second PIPE Warrants in June 2026. These expenses were partially offset by gains from the subsequent remeasurement of the PIPE warrant liabilities.

Income taxes

Income tax benefit for the three months ended June 30, 2026 was $23,000. The tax benefit is primarily attributable to a reduction in deferred tax liabilities, and does not reflect taxable income generated from operations. The decrease in deferred tax liabilities was primarily related to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX, which resulted in a corresponding income tax benefit.

Net Loss from continuing operations

Net loss from continuing operations for the three months ended June 30, 2026, was $11,160,000, compared to $4,387,000 for the three months ended June 30, 2025, an increase of $6,773,000, or 154%. The increase was primarily attributable to higher financing expenses, net, as discussed above.

Net gain (loss) from discontinued operations

No gain or loss from discontinued operations was recognized for the three months ended June 30, 2026, as the sale of the Company’s former Save Foods business was completed on March 15, 2026. This compares to a net loss from discontinued operations of $121,000 for the three months ended June 30, 2025, which reflected the operating results of the former Save Foods business.

Total net loss

As a result of the foregoing, our total net loss for the three months ended June 30, 2026 was $11,160,000 compared to $4,508,000 for the three months ended June 30, 2025, an increase of $6,652,000, or 148%.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

Research and Development Expenses

Research and development expenses consist of salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the six months ended June 30, 2026 were $648,000, compared to no research and development expenses for the six months ended June 30, 2025. The increase was attributable to research and development activities following the acquisition of MitoCareX in October 2025, including personnel-related expenses and costs associated with its ongoing development programs.

General and Administrative Expenses

General and administrative expenses consisted primarily of professional services, salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the six months ended June 30, 2026 were $3,156,000, an increase of $26,000, or less than 1%, compared to general and administrative expenses of $3,130,000 for the six months ended June 30, 2025. The increase was primarily attributable to increase of professional services and legal expenses, partially offset by a decrease of share-based compensation to our employees and service providers and insurance costs.

Change in fair value of contingent consideration

Change in fair value of contingent consideration for the six months ended June 30, 2026 was a gain of $203,000. The gain is related to the contingent cash and equity consideration recognized in connection with the acquisition of MitoCareX in October 2025. Following the Company’s financing activities, the contingent cash consideration became fixed and payable and, following its remeasurement, was reclassified to accrued expenses. The gain reflects the combined effect of changes in the fair value of the contingent cash and equity consideration during the period. The contingent equity consideration remains contingent and continues to be measured at fair value at each reporting date.

Goodwill impairment

Goodwill impairment expenses consisted of a non-cash impairment loss of $6.3 million recognized in connection with the goodwill related to the MitoCareX reporting unit during the six months ended June 30, 2026. The impairment loss was recognized following the Company’s interim goodwill impairment assessment performed during the first quarter of 2026, which was triggered by impairment indicators, including a sustained decline in the Company’s share price and market capitalization. Based on the assessment, the carrying amount of the MitoCareX reporting unit exceeded its estimated fair value. The impairment charge did not impact the Company’s cash flows or liquidity.

Depreciation and amortization

Depreciation and amortization for the six months ended June 30, 2026 was $209,000, compared to $0 for the six months ended June 30, 2025. The increase was attributable to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX in October 2025 as part of the purchase price allocation.

Financing expenses, Net

Financing expenses, net for the six months ended June 30, 2026 was $8,939,000, an increase of $6,910,000 or 341%, compared to financing expenses, net of $2,029,000 for the six months ended June 30, 2025. The increase primarily attributable to expenses resulting from changes in the fair value of the warrant liabilities associated with the amendment to the Credit Facility Agreement and the day-one losses recognized upon the issuance of the First PIPE Warrants and the Second PIPE Warrants in June 2026. These expenses were partially offset by gains from the subsequent remeasurement of the PIPE warrant liabilities.

Income taxes

Income tax benefit for the six months ended June 30, 2026 was $46,000. The tax benefit is primarily attributable to a reduction in deferred tax liabilities, and does not reflect taxable income generated from operations. The decrease in deferred tax liabilities was primarily related to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX, which resulted in a corresponding income tax benefit.

Net Loss from continuing operations

Net loss from continuing operations for the six months ended June 30, 2026, was $18,584,000, compared to $5,503,000 for the six months ended June 30, 2025, an increase of $13,081,000, or 238%. The increase in net loss from continued operations was primarily attributable to higher financing expenses, net, and the recognition of a non-cash goodwill impairment loss, as discussed above.

Net gain (loss) from discontinued operations

Net gain from discontinued operations for the six months ended June 30, 2026 was $835,000, compared to net loss from discontinued operations $262,000 for the six months ended June 30, 2025 an increase of $1,097,000, or 419%. The increase was primarily attributable to the sale of the Company’s former Save Foods business through a share exchange transaction, which resulted in the elimination of the Company’s negative investment balance in such business. The net loss in the 2025 period related to the operating results of the former Save Foods business, which was classified as discontinued operations during 2025.

Total net loss

As a result of the foregoing, our total net loss for the six months ended June 30, 2026 was $17,749,000 compared to $5,765,000 for the six months ended June 30, 2025, an increase of $11,984,000, or 208%.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through June 30, 2026, we have funded our operations, principally with the issuance of equity and debt.

As of June 30, 2026, we had cash and cash equivalents of $7,623,000, as compared to $3,138,000 as of June 30, 2025. As of June 30, 2026, we had a working capital of $7,599,000, as compared to $3,956,000 as of June 30, 2025. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.

On July 23, 2023, we entered into a standby equity purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.

On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the purchase agreement upon five trading days’ prior written notice to the Investor. During 2024, we have sold 27,224 shares of common stock at an average purchase price of $120.49 to the Investor.

In connection with and subject to the satisfaction of certain conditions set forth in the purchase agreement, upon our request, the Investor pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the purchase agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the purchase agreement for the sale of shares will first be used to satisfy any payments due under an outstanding.

On May 12, 2025, we entered into a purchase agreement with the Investor for the balance of approximately $16 million remains available under the standby equity purchase agreement, accordingly, as described above in Recent Developments, pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000.

On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.

As of August 13, 2026, we have sold 282,130 shares of common stock at an average purchase price of $26.37 to the Investor.

On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, by and among the Company, MitoCareX, SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc Ltd.

On May 27, 2026, following stockholder approval, we and with L.I.A. Pure Capital Ltd. released from escrow the signatures to an amended and restated facility agreement, which increased the total amount available under the credit facility from EUR 6.0 million to EUR 10.0 million. The principal economic terms of the credit facility otherwise remained substantially unchanged.

On June 12, 2026, we entered into a securities purchase agreement with certain investors for the issuance of 311,876 shares of common stock in a registered direct offering and warrants to purchase 311,876 shares of common stock in a concurrent private placement. The warrants have an exercise price of $4.008 per share. The offerings closed on June 15, 2026, and generated aggregate gross proceeds of approximately $1.25 million, before offering expenses.

On June 22, 2026, we entered into a securities purchase agreement with certain investors for the issuance of 410,998 shares of common stock in a registered direct offering and warrants to purchase 410,998 shares of common stock in a concurrent private placement. The warrants have an exercise price of $7.056 per share. The offerings closed on June 24, 2026, and generated aggregate gross proceeds of approximately $2.9 million, before offering expenses.

The table below presents our cash flows for the periods indicated:

Going Concern

Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of June 30, 2026, we had an accumulated deficit of $56,282,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the date of this Quarterly Report.

We believe that our existing capital resources will not be sufficient to support our operating plan for a period longer than 12 months from the date of issuance of these financial statements. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.

As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Quarterly Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.

Operating Activities

Net cash used in operating activities was $1,958,000 for the six months ended June 30, 2026, as compared to $1,337,000 for the six months ended June 30, 2025. The increase is mainly attributable to higher cash used to fund operating activities in the six months ended June 30, 2026, including the Company’s current operations following the acquisition of MitoCareX and cash used by the Company’s former Save Foods business prior to its sale on March 15, 2026. The increase was partially offset by favorable working capital movements, primarily a decrease in prepaid expenses and other current assets and an increase in other liabilities.

Investing Activities

Net cash used in investing activities was $560,000 for the six months ended June 30, 2026, as compared to net cash used in investing activities of $1,625,000 for the six months ended June 30, 2025. The decrease is mainly attributable to lower investments in solar projects under development and in the solar photovoltaic joint venture project during the 2026 period, as well as short-term loans granted in the 2025 period, while no such loans were granted in the 2026 period. The decrease was partially offset by the purchase of property and cash outflow related to discontinued operations in the 2026 period.

Financing Activities

Net cash provided by financing activities was $6,146,000 for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $3,934,000 for the six months ended June 30, 2025. The increase was primarily attributable to gross proceeds of $4,150,000 from the June 2026 private placements and net proceeds of $2,896,000 under the standby equity purchase agreement, partially offset by the repayment of a $900,000 promissory note. Financing cash flows in the 2025 period primarily consisted of proceeds from a PIPE transaction, warrant exercises and net borrowings under the credit facility.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including each of our Principal Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on such evaluation, each of our Principal Executive Officer and Principal Financial Officer has concluded that, as of June 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, following the acquisition of MitoCareX, we included MitoCareX within our existing financial reporting and consolidation controls. The inclusion of MitoCareX did not result in changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.