8-K: Nexentis Completes Save Foods Divestiture, Gains Voice Assist Stake

Nexentis Technologies Inc. has completed the transfer of its 98% stake in Save Foods Ltd. to Voice Assist, Inc., receiving a 19.99% equity interest in Voice Assist and entering into a services agreement.

Summary

• Nexentis Technologies Inc. (formerly N2OFF, Inc.) completed the Securities Exchange Agreement with Voice Assist, Inc. and Save Foods Ltd. on March 15, 2026.
• Nexentis transferred approximately 98% of the issued and outstanding ordinary share capital of Save Foods Ltd. to Voice Assist, Inc.
• In exchange, Nexentis received shares of common stock representing 19.99% of Voice Assist on a fully-diluted basis immediately following the closing.
• Nexentis also entered into a Services Agreement with Voice Assist on January 13, 2026, to provide non-exclusive general advisory, support, and collaboration services.
• Consideration for the Services Agreement includes deferred cash from future Voice Assist financings (subject to a $1,000,000 cap), royalty consideration on New Future Projects, and a share of any Ecolab Gross Proceeds related to the Ecolab Claim.
• The Services Agreement has a term through calendar year 2026, with Nexentis holding extension rights until all consideration is fully received.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive strategic restructuring. While Nexentis divests a majority stake, it gains a significant equity position in Voice Assist and establishes new, potentially lucrative, revenue streams through the Services Agreement, diversifying its exposure.

Positives

• Nexentis acquired a significant 19.99% equity stake in Voice Assist, providing exposure to Voice Assist's future performance and potential growth.
• The Services Agreement creates a new revenue stream for Nexentis through deferred cash, royalties on new projects, and a share of potential Ecolab proceeds.
• The $1,000,000 cap on deferred cash provides a clear potential financial benefit from Voice Assist's future financings.

Negatives

• Nexentis divested its approximately 98% majority ownership in Save Foods Ltd., reducing direct control over Save Foods' operations and financial results.
• The consideration for the Services Agreement, including deferred cash and royalties, is contingent on future events (Voice Assist financings, New Future Projects, Ecolab Claim proceeds), introducing an element of uncertainty.

Risks

• Forward-looking statements are not guaranteed to occur and may not occur for various reasons, including some beyond the company's control.
• The realization of deferred cash consideration from the Services Agreement is dependent on future Voice Assist financings, which may not materialize as expected.
• Royalty consideration on New Future Projects and a share of Ecolab Gross Proceeds are contingent and subject to the success and outcomes of those specific endeavors.

Future Outlook

The Services Agreement between Nexentis and Voice Assist is set to continue through calendar year 2026, with Nexentis holding extension rights until all specified consideration (deferred cash, royalties, Ecolab proceeds) is fully received. The realization of certain considerations is dependent on future Voice Assist financings and the success of New Future Projects and the Ecolab Claim.

Industry Context

StockSavvy.ai notes that this transaction represents a strategic shift for Nexentis, moving from direct majority ownership of Save Foods to an equity stake in Voice Assist and a service-based partnership. This could allow Nexentis to diversify its portfolio and potentially leverage Voice Assist's growth while still benefiting from Save Foods' operations indirectly. Such divestitures and strategic partnerships are common in industries undergoing consolidation or where companies seek to streamline operations and focus on core competencies.

Related Party Transactions

• Nexentis Technologies Inc. transferred approximately 98% of its majority-owned subsidiary, Save Foods Ltd., to Voice Assist, Inc.
• Nexentis received 19.99% of Voice Assist's common stock as consideration, establishing a significant equity interest in Voice Assist.
• A Services Agreement was entered into between Nexentis and Voice Assist, outlining ongoing advisory and support services, further linking the two entities.

Stakeholder Impact

• Shareholders of Nexentis Technologies Inc. will now have indirect exposure to Save Foods Ltd. through Nexentis's equity stake in Voice Assist, Inc.
• Shareholders will also benefit from potential new revenue streams for Nexentis derived from the Services Agreement with Voice Assist, contingent on Voice Assist's future performance and financings.
• The transaction represents a strategic shift for Nexentis, potentially altering its risk profile and growth trajectory.

Next Steps

• Nexentis will continue to provide advisory, support, and collaboration services to Voice Assist under the Services Agreement through calendar year 2026, with potential extensions.
• Nexentis will monitor the performance of Voice Assist, in which it now holds a 19.99% equity stake.
• Nexentis will await deferred cash payments from future Voice Assist financings and potential royalties/Ecolab proceeds as per the Services Agreement.

Key Dates

Keywords

Nexentis Technologies, Voice Assist, Save Foods, Divestiture, Acquisition, Equity Stake, Services Agreement, SEC Filing, 8-K, Corporate Restructuring