Nexera Technologies Completes Sale of KeepZone AI to a Global Aerospace and Defense Company for up to $6.5 million

Nexera received securities at closing rather than cash, with additional cash consideration dependent on KeepZone’s future profit.

Rhea-AI Summary

Nexera Technologies (NEXR) completed the sale of its wholly owned subsidiary KeepZone AI to a global aerospace and defense company.

The closing consideration was $1,539,800 in acquiror securities, increased from the previously agreed $1 million. Nexera is also entitled to 50% of KeepZone’s positive cumulative after-tax net profit over the 24 months following closing, capped at $5 million. Any earn-out is payable in cash within 90 days after that period ends.

The transaction closed on a cash-free, debt-free basis. KeepZone’s available cash was transferred to Nexera before closing without changing the closing consideration. The amendment also raised Nexera’s beneficial ownership limit for the acquiror’s common stock from 4.9% to 9.99%.

3 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointKeepZone’s completed sale delivered $1,539,800 in acquiror securities, increased from the previously agreed $1 million. 1.4× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional cash earn-out equals 50% of positive cumulative after-tax net profit over 24 months, capped at $5 million.
• Minor pointKeepZone’s available cash transferred to Nexera before closing without reducing the closing consideration.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.The earn-out depends on future profit; any payment is due within 90 days after the 24-month period.

News Explained

The consideration securities are unregistered under the Securities Act; U.S. resale requires registration or an applicable exemption, and any resale-registration filing is at the Acquiror’s sole discretion and subject to the agreement.

Key Figures

Amended purchase price: $1,539,800 Earn-out share: 50% Maximum earn-out: $5 million +2 more

Amended purchase price

$1,539,800

Paid in Acquiror securities at closing

Earn-out share

50%

Of positive cumulative after-tax net profit during the 24 months after closing

Maximum earn-out

$5 million

Cash payment, if any, under the earn-out

Earn-out period

24 months

Post-closing period used to calculate the earn-out

Beneficial ownership limitation

4.9% to 9.99%

Limit applicable to Nexera's ownership of Acquiror common stock, increased before closing

Previous AI Reports

1 past event · Latest: Oct 27

Same Type 1 event

1. Oct 27

   KeepZone sale agreement

   24h Move

   +21.8%

   Definitive sale agreement set initial stock consideration and a capped 24-month profit-based earn-out.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

earn-out, beneficial ownership limitation, resale registration statement

3 terms

earn-out financial

"receive an earn-out payment equal to 50% of KeepZone’s positive cumulative after-tax net profit"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

beneficial ownership limitation financial

"increase the beneficial ownership limitation applicable to Nexera’s ownership"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

resale registration statement regulatory

"file a resale registration statement with the U.S. Securities and Exchange Commission"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Nexera sold its wholly owned subsidiary, KeepZone AI, for approximately $1.5 million in Acquiror securities issued at closing and up to $5 million in additional cash earn-out consideration based on KeepZone net profit over the following 24 months

Tel Aviv, Israel, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), a data-driven company operating on the Amazon Marketplace, announced today that it has completed the sale  of its wholly owned subsidiary, KeepZone AI Inc. (“KeepZone”), to a global aerospace and defense company (the “Acquiror”), a Delaware corporation.

As previously announced on October 27, 2026, Nexera entered into a definitive agreement to sell KeepZone to the Acquiror for an initial purchase price of $1 million, payable in securities of the Acquiror. Prior to closing, the parties amended the definitive agreement to increase the purchase price from $1 million to $1,539,800 and to increase the beneficial ownership limitation applicable to Nexera’s ownership of the Acquiror’s common stock from 4.9% to 9.99%. In addition, Nexera will be entitled to receive an earn-out payment equal to 50% of KeepZone’s positive cumulative after-tax net profit generated during the 24-month period following closing, subject to a maximum earn-out payment of $5 million. The earn-out payment, if any, will be payable in cash within 90 days following the end of such 24-month period.

The initial purchase price of $1,539,800 was paid in securities of the Acquiror.

The transaction was completed on a cash-free, debt-free basis. Prior to closing, KeepZone’s available cash was transferred to Nexera, and KeepZone’s liabilities and indebtedness, including intercompany balances, were addressed in accordance with the purchase agreement. These arrangements did not adjust the closing consideration.

The Acquiror may, in its sole discretion, file a resale registration statement with the U.S. Securities and Exchange Commission to register the resale of the shares issued as consideration. Any such registration would be subject to the terms and conditions of the definitive agreement.

The securities issued as consideration have not been and will not be registered under the Securities Act of 1933, as amended, and were issued in a transaction exempt from the registration requirements thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Nexera Technologies Ltd

Nexera Technologies Ltd operates, through its subsidiaries, in the field of e-commerce. Its e-commerce operations include Fort Products Limited, a legacy consumer products operation focused on pest control and remedial products, which was sold to Fort Technology Inc., or Fort Technology, in July 2025 in exchange for a controlling equity interest, with the Company having since reduced its stake in Fort while retaining control and strategic involvement in related e-commerce activities; and its ongoing legacy e-commerce activities, consisting of data-driven online retail operations (primarily on the Amazon Marketplace) conducted through the Company’s other wholly-owned subsidiaries, including Smart Repair Pro and Top Rank Ltd.

For more information on Nexera Technologies, visit: https://nexera-tech.io/

Forward-Looking Statements Disclaimer

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” or other comparable terms. For example, the Company is using forward-looking statements when discussing the potential amount, timing and receipt of any earn-out payment; KeepZone’s future operating performance and the calculation of any earn-out; the value, market price and liquidity of the securities received as consideration; the potential issuance of additional securities pursuant to the applicable true-up mechanism; the potential filing or effectiveness of a resale registration statement; and the anticipated effects of the transaction on the Company’s business, strategy, financial condition and liquidity. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, fluctuations in the market price of the Acquiror’s common stock; the possibility that Nexera may not realize the anticipated value of the securities received as consideration; the absence of an effective resale registration statement or an available exemption permitting resale of such securities; the possibility that KeepZone may not generate sufficient net profit to result in any earn-out payment; uncertainties and potential disagreements regarding the calculation of any earn-out payment; the risk that the Company may not realize the anticipated effects of the transaction; the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow the Company’s brands and product offerings; the Company’s ability to meet its expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of conditions in Israel; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2026, and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact

Michal Efraty
Adi and Michal PR-IR
Investor Relations, Israel
michal@efraty.com 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nexera receive for selling KeepZone AI?

Nexera received $1,539,800 in acquiror securities at closing. It is also entitled to a cash earn-out equal to 50% of KeepZone’s positive cumulative after-tax net profit during the following 24 months, subject to a maximum payment of $5 million.

Can Nexera sell the acquiror securities received for KeepZone AI?

The securities may not be offered or sold in the United States without registration or an applicable exemption. The acquiror may, at its sole discretion, file a resale registration statement, subject to the definitive agreement’s terms and conditions.