Nexentis Technologies Inc美股招股说明书(2026-06-15版)

In a concurrent private placement to the same investors, we are issuing unregistered warrants to purchase up to an aggregateof 311,876 shares of common stock. The unregistered warrants have an exercise price of $4.008 per share, will be immediatelyexercisable upon issuance, and will expire five years from the initial exercise date. The unregistered warrants and the shares ofcommon stock issuable upon the exercise of such unregistered warrants are being offered pursuant to the exemptions provided inSection 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) promulgated thereunder, and theyare not being offered pursuant to this prospectus supplement and the accompanying prospectus. The unregistered warrants are not andwill not be listed for trading on any national securities exchange. Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTS.” The last reported sale price of ourshares of common stock, as reported on the Nasdaq Capital Market on June 11, 2026 was $5.01 per share. The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 was approximately $3.9 million, which was calculated based on 730,459 shares of common stock outstanding of which673,616 shares were held by non-affiliates, and a price per share of $5.80 which was the closing sale price of our common stock on theNasdaq Capital Market on May 7, 2026. We have not sold any of our securities pursuant to General Instruction I.B.6. of Form S-3during the prior 12 calendar month period that ends on and includes the date hereof (but excluding this offering). Investing in our securities involves a high degree of risk. You should read this prospectus supplement and theaccompanying prospectus as well as the information incorporated herein and therein by reference carefully before you makeyour investment decision. See “Risk Factors” beginning on page S-5 of this prospectus supplement and on page 2of theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary isa criminal offense. (1)The amount of the offering proceeds to us presented in this table does not include proceeds from the sale of the unregisteredwarrants in the concurrent private placements nor does it give effect to any exercise of such warrants. Delivery of the securities issued pursuant to this prospectus supplement and accompanying prospectus is expected to be madeon or about June 15, 2026, subject to the satisfaction of certain closing conditions. The date of this prospectus supplement is June 12, 2026 TABLE OF CONTENTS Prospectus Supplement PAGEABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-7DIVIDEND POLICYS-8DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-9CAPITALIZATIONS-9PLAN OF DISTRIBUTIONS-10CONCURRENT PRIVATE PLACEMENTS OF SHARES AND WARRANTSS-11LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATIONS-12 ProspectusPageABOUT THIS PROSPECTUS1RISK FACTORS2FORWARD-LOOKING STATEMENTS3OUR BUSINESS4SELECTED CONSOLIDATED FINANCIAL DATA5USE OF PROCEEDS6THE SECURITIES WE MAY OFFER7DESCRIPTION OF SHARES OF CAPITAL STOCK8DESCRIPTION OF SUBSCRIPTION RIGHTS10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS24DESCRIPTION OF UNITS25FORMS OF SECURITIES26PLAN OF DISTRIBUTION28LEGAL MATTERS31EXPERTS31 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus concerning Nexentis Technologies Inc. The second part is the accompanyingprospectus, dated April 29, 2026, including the documents incorporated by reference therein, which provides more generalinformation, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both partsof this document combined together with all documents incorporated by reference. If the description of the offering varies between thisprospectus supplement, on the one hand, and the accompanying prospectus, or in any document incorporated by reference that wasfiled with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, youshould rely on the information contained in this prospectus supplement. However, if any statement in one of these documents isinconsistent with a statement in another document having a later date — for example, a document incorporated by reference into thisprospectus supplement or the accompanying prospectus — the statement