What the changes say
- Nexentis now emphasizes MitoCareX’s preclinical oncology pipeline, unproven MITOLINE™ algorithm, and no commercial products or revenue.
- Israel-based operations face military, infrastructure, employee-availability, supply-chain, and cybersecurity disruption risks.
- Capital needs could force unfavorable licensing, while Nasdaq compliance remains important to stock liquidity and market access.
- Produce-treatment commercialization risks were dropped, while macroeconomic risks now cover biotechnology and renewable energy.
What changed since the prior 10-K
New
- NewRisks Related to Business Operations of MitoCareX
MitoCareX has no operating history
MitoCareX has operated only since 2022, has no approved products or revenue, and relies on one unproven ACSMT chemical scaffold.
- NewRisks Related to Business Operations of MitoCareX
Raising additional capital may restrict MitoCareX’s operations, or require it to relinquish rights to its ACSMT or other technologies
MitoCareX may need funding on unfavorable terms, delay or stop development, or surrender ACSMT and technology rights.
- NewRisks Related to Our Operations in Israel
Conditions in Israel and regional instability may adversely affect our operations
Because employees, management, and directors are in Israel, conflict, reserve duty, infrastructure damage, and cyberattacks could disrupt operations.
- NewRisks Related to Ownership of Our Common Stock
If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted
Falling below Nasdaq’s $1 bid-price or $2.5 million equity requirements could cause delisting, reduce liquidity, and restrict capital access.
Dropped
- Dropped
Increased attention to environmental, social, and governance matters and conservation measures may adversely impact our business or that of our manufacturers
- DroppedRisks Related to Our Business, Industry and Business Operations
Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan
Covered ESG attention, employee departures, portfolio concentration, and unpredictable operating results.
- DroppedRisks Related to Our Business, Industry and Business Operations
Our customers require that our products undergo a lengthy testing period without any assurance of sales
- DroppedRisks Related to Our Business, Industry and Business Operations
Our products and technology require additional trials
- DroppedRisks Related to Our Business, Industry and Business Operations
The commercial success of our new generation products, as well as any future products, depend upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries
- DroppedRisks Related to Our Business, Industry and Business Operations
We may face significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter
- DroppedRisks Related to Our Business, Industry and Business Operations
Our success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables
Covered difficulty operating and executing the business plan after the 2018 strategy and management changes.
- DroppedRisks Related to Our Business, Industry and Business Operations
We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products
Covered lengthy customer testing and uncertain purchasing after solution approval.
- DroppedRisks Related to Our Business, Industry and Business Operations
We currently rely on a limited number of suppliers to produce certain key components of our products
Covered unproven efficacy across additional pathogens, produce types, and climates.
- DroppedRisks Related to Our Business, Industry and Business Operations
If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products
Covered market acceptance by packing houses, retailers, growers, service providers, and environmental organizations.
- DroppedRisks Related to Our Business, Industry and Business Operations
If we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these services, our revenues and our profitability may be materially adversely affected
Covered competition from alternative environmentally friendly produce-treatment solutions.
- DroppedRisks Related to Our Business, Industry and Business Operations
We rely on rapidly establishing a global distributorship network in order to effectively market our products
Covered uncertain acceptance and market size for environmentally friendly produce treatments.
- DroppedRisks Related to Our Business, Industry and Business Operations
The results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals
Covered failure to keep pace with technological changes and customer needs.
- DroppedRisks Related to Our Business, Industry and Business Operations
Some of our products are subject to technical review and approval by government authorities in each country where we currently conduct our business and where we intend to sell our products
Covered dependence on Zohar Dalia and Seeler Industries for hydrogen-peroxide-related components.
- DroppedRisks Related to Our Business, Industry and Business Operations
Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Brazil, and Israel, which might take longer than expected
Covered limited sales, marketing, distribution capabilities, and reliance on third-party commercialization partners.
- DroppedRisks Related to Our Business, Industry and Business Operations
The inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities
Covered difficulty establishing favorable third-party sales, marketing, and distribution arrangements.
- DroppedRisks Related to Our Business, Industry and Business Operations
Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results
Covered the need to rapidly build a global distribution network and resulting resource pressures.
- DroppedRisks Related to Our Business, Industry and Business Operations
Our business, in particular, may be affected from changes in climate conditions as such events would affect the crops yield and their storability in those cases where there is unusually warm, dry, humid or cold weather before cropping
- DroppedRisks Related to Our Business, Industry and Business Operations
We are subject to risks relating to portfolio concentration
- DroppedRisks Related to Our Business, Industry and Business Operations
Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations
- DroppedRisks Related to Our Business, Industry and Business Operations
International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States, Mexico or Israel
- DroppedRisks Related to Our Business, Industry and Business Operations
Our business depends to some extent on international transactions
- DroppedRisks Related to NTWO OFF
The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or other financial harm to our business and financial condition
- DroppedRisks Related to NTWO OFF
If NTWO OFF becomes subject to environmental-related claims, it could incur significant cost and time to comply
- DroppedRisks Related to NTWO OFF
Should NTWO OFF become liable for any of the environmental risks described above, it could be liable for damages caused such as injuries, environmental contamination etc
- DroppedRisks Related to NTWO OFF
NTWO OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will adversely impact our operations
- DroppedRisks Related to NTWO OFF
NTWO OFF is currently conducting a controlled trial to examine its solution for the reduction of greenhouse gas emissions, with a specific focus on nitrous oxide and aim to penetrate the sustainable agriculture market with its innovative solution
- DroppedRisks Related to Our Operations in Israel
Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues
- DroppedRisks Related to Our Operations in Israel
The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch)
- DroppedRisks Related to Ownership of Our Common Stock
If we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market
- DroppedRisks Related to Ownership of Our Common Stock
As a result of the invasion of Ukraine, one of our collaborations with a packer in Turkey was halted due to the increased rates and negative impacts of the war on such local packers. We cannot estimate the damage this may have on our business should the situation further evolve
Reworded
- 91% rewritten
Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below
The list no longer includes the risk that customers require lengthy pilot periods without assured sales.
- 62% rewrittenRisks Related to Our Business, Industry and Business Operations
Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation
The risk shifts from fresh-produce and citrus customers to biotechnology and renewable energy, adding R&D costs, supply chains, capital access, and project investment.
- 61% rewrittenRisks Related to Ownership of Our Common Stock
The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business
The Ukraine conflict risk now adds broad economic sanctions imposed by the U.S., Canada, U.K., Germany, France, and European Union.
All 44 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below91% rewritten
Risks Related to Our Financial Condition and Capital Requirements
- 02We have a history of operating losses and expect to incur additional losses in the future
- 03We may need to raise significant additional capital, which we may be unable to obtain
Risks Related to Our Business, Industry and Business Operations
- 04We may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business activities and adversely affect our results of operations or future growth
- 05We may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth
- 06Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation62% rewritten
- 07Increased attention to environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our business or that of our manufacturers
- 08Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations
Risks Related to Business Operations of MitoCareX
- 09MitoCareX has no operating historyNew
- 10Raising additional capital may restrict MitoCareX’s operations, or require it to relinquish rights to its ACSMT or other technologiesNew
Risks Related to Intellectual Property
- 11If we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be harmed
- 12If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete may be harmed
- 13We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management’s attention, require us to pay damages and force us to discontinue selling our products
- 14We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property
- 15We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services
Risks Related to Regulatory Compliance
- 16If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry
- 17Regulatory reforms may adversely affect our ability to sell our products profitably
Risks Related to Our Investment in Solar Energy
- 18Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments
- 19Climate-Related Risks May Adversely Affect Solterra’s Business and Our Joint Venture Value
- 20Regulatory and Compliance Changes May Adversely Impact Solterra’s Operations and Our Joint Venture Value
- 21Permitting and Licensing Delays May Impact Solterra’s Project Timelines and Our Joint Venture Value
- 22Fluctuations in Electricity Tariffs May Impact Solterra’s Revenue and Our Joint Venture Value
- 23Supply Chain and Contractor Disruptions May Delay Solterra’s Projects and Affect Our Joint Venture Value
- 24Equipment Malfunctions and Downtime May Impact Solterra’s Operations and Our Joint Venture Value
- 25Intense Competition in the Renewable Energy Sector May Affect Solterra’s Market Share and Our Joint Venture Value
- 26Joint Venture and Partnership Risks May Affect Solterra’s Projects and Our Joint Venture Value
- 27Safety and Operational Risks May Impact Solterra’s Business and Our Joint Venture Value
Risks Related to Our Operations in Israel
- 28Conditions in Israel and regional instability may adversely affect our operationsNew
- 29We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products
- 30It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel
Risks Related to Ownership of Our Common Stock
- 31The market price of our common stock may be highly volatile
- 32Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall
- 33We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders
- 34Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock
- 35If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impactedNew
- 36We may be subject to securities litigation, which is expensive and could divert management attention
- 37If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline
- 38We do not anticipate paying any cash dividends in the foreseeable future
- 39Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations
- 40Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences
- 41We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements
- 42We face risks related to compliance with corporate governance laws and financial reporting standards
- 43The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business61% rewritten
- 44If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations
Other Nexentis Technologies 10-Ks
- FY2024 10-K risk factors71 risks
Nexentis faces significant accumulated losses and capital needs while transitioning its agricultural and food treatment products to commercial markets. Regulatory approvals across multiple countries and customer adoption through lengthy pilot testing cycles are critical to success. The company relies heavily on limited contract manufacturers like Zohar Dalia and maintains a joint venture in solar energy with Solterra.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.