Nexentis Technologies Inc 美股招股说明书（2026年6月15日版）

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 in 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 the 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 make 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. Offering priceProceeds, before expenses, to us (1) (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 Prospectus Supplement 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 was We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, You should rely only on the information contained in or incorporated by reference into this prospectus supplement orcontained in or incorporated by reference into the accompanying prospectus to which we have referred you. Neither we nor theplacement agent have authorized anyone to provide you with information that is different. If anyone provides you with different orinconsistent information, you should not rely on it. We may authorize one or more “free writing prospectuses” (i.e. writtencommunications concerning the offering that are not part of this prospectus supplement) that may contain certain material informationrelating to this offering. The information contained in, or incorporated by reference into, this prospectus supplement and contained in,or incorporated by reference into, the accompanying prospectus is accurate only as of the respective dates thereof, regardless of the We are offering to sell, and are seeking offers to buy, securities only in jurisdictions where such offers and sales are permitted.The distribution of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictionsor to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession ofthis prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus