SVFD Save Foods, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
April 30, 2026, Nexentis Technologies Inc. (the “Company”) 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, the Company issued to the Lender a five-year warrant (the “Warrant”) to
purchase 1,850,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.00 per share,
subject to customary anti-dilution adjustments.

The
Company’s stockholders previously approved the issuance of the Warrant Shares in accordance with Nasdaq Listing Rule 5635(d).

Following
the approval of the Company’s stockholders at the Special Meeting, on May 27, 2026, the Company 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 the Warrant will entitle the Lender to purchase 1,850,000
shares of the Company’s Common Stock 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 Company 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.

A
copy of the Amended and Restated Facility Agreement filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
The foregoing summary of such Amended and Restated Facility Agreement is not complete and is qualified in its entirety by reference to
the full text of such Exhibit.

Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The
information disclosed above in Item 1.01 is incorporated herein by reference.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

No.

Description

10.1

Amended and Restated Facility Agreement, between L.I.A Pure Capital Ltd. and the Company

104

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