Nexera Technologies Signs Definitive Agreement to Sell KeepZone AI to a Global Aerospace and Defense Company for up to $6 million

Only $1 million is payable at closing, in acquiror securities; additional cash consideration depends on KeepZone’s post-closing profit.

Rhea-AI Summary

Nexera Technologies (NEXR) signed a definitive agreement to sell KeepZone AI to a global aerospace and defense company for up to $6 million. The sale of its wholly owned subsidiary provides $1 million in acquiror common stock and, if required, pre-funded warrants at closing. Additional cash consideration equals 50% of KeepZone’s positive cumulative after-tax net profit over the following 24 months, capped at $5 million and payable within 90 days after that period.

The transaction is cash-free and debt-free. Nexera may transfer KeepZone’s available cash to itself before closing but must clear all subsidiary liabilities and indebtedness without adjusting the price. Closing requires applicable regulatory and Nasdaq approvals or requirements and certain third-party consents and waivers. It is expected on the second business day after conditions are satisfied or waived, unless otherwise agreed.

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 · 2 points

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

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.KeepZone sale agreement provides $1 million in acquiror securities at closing. 4× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Cash earn-out offers 50% of positive cumulative after-tax net profit over 24 months, capped at $5 million.
• Minor point. Forward-looking: it has not happened yet and may not happen.Available KeepZone cash may transfer to Nexera before closing without adjusting the purchase price.

Negative

• Minor pointClosing remains subject to applicable regulatory and Nasdaq approvals or requirements and certain third-party consents and waivers.
• Minor point. Forward-looking: it has not happened yet and may not happen.Nexera must clear all KeepZone liabilities and indebtedness, including intercompany balances, before closing without a price adjustment.

News Explained

Warrant exercise can add acquiror shares at a nominal price, subject to a four point nine percent beneficial-ownership limit; resale registration is optional.

The sale remains subject to closing conditions, and the newly specified terms price the $1 million securities consideration using the acquiror’s average closing share price over the five trading days before closing, and any pre-funded warrants, if issued, are immediately exercisable at $0.0001 per share, subject to a 4.9% beneficial-ownership limit.

A pre-funded warrant converts into shares when exercised; under these terms, exercise can add acquiror shares, while the stated limit restricts the holder’s beneficial ownership.

After closing, the acquiror may file a resale registration statement for the consideration shares and any shares underlying warrants, but filing is optional.

Argus 15 min delay 29 alerts

+34.38% vs previous close $0.60 last price 5619.5x rel. volume Open Argus

Details

Market move: NEXR +34.38% vs previous close. KeepZone AI sale agreement

+66.1% Peak in 0 min

$0.42 – $0.81 Day Range

$984,702 Mkt Cap at Last Price

On Oct 27, the day this news came out, the latest delayed price for NEXR is 34.38% above the previous close. Argus tracked a peak move of +66.1% during the session. Our momentum scanner has recorded 29 alerts for this stock so far that day. The latest delayed price is $0.60. Relative volume is exceptionally heavy at 5619.5x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Base purchase price: $1 million Earn-out share: 50% Maximum earn-out: $5 million +5 more

Base purchase price

$1 million

Payable in acquiror securities at closing

Earn-out share

50%

Of KeepZone’s positive cumulative after-tax net profit following closing

Maximum earn-out

$5 million

Capped additional cash consideration

Earn-out period

24 months

Following closing

Earn-out payment timing

Within 90 days

After the end of the 24-month earn-out period

Warrant exercise price

$0.0001 per share

For any pre-funded warrants issued

Beneficial ownership limitation

4.9%

Limit applicable to pre-funded warrants

Warrant term

Five years

For any pre-funded warrants issued

Previous AI Reports

2 past events · Latest: Jul 20

Same Type 2 events

1. Jul 20

   Purchase order

   24h Move

   -17.1%

   KeepZone facilitated its first purchase order under its RT LTA Systems representation agreement.

2. Jul 29

   Distribution agreement

   24h Move

   -10.6%

   KeepZone became Kronomy’s exclusive distributor for autonomous aerial security products across Latin America.

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

Key Terms

earn-out, pre-funded warrants, beneficial ownership limitation, cash-free, debt-free basis, +1 more

5 terms

earn-out financial

"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.

pre-funded warrants financial

"shares of the acquiror’s common stock and, if required, pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation financial

"subject to a 4.9% beneficial ownership limitation"

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.

cash-free, debt-free basis financial

"The transaction is structured on a cash-free, debt-free basis."

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

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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Transaction provides for the sale of Nexera’s wholly owned subsidiary, KeepZone AI, for $1 million in acquiror securities at closing and up to $5 million in additional cash earn-out consideration based on KeepZone AI’s net profit over the following 24 months

Tel Aviv, Israel, Oct. 27, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), a data-driven company operating on the Amazon Marketplace and expanding into the global homeland security sector through advanced artificial intelligence (“AI”)-driven solutions, announced today that it has entered into a definitive agreement to sell all of its equity interest in its wholly owned subsidiary, KeepZone AI Inc. (“KeepZone”), to a global aerospace and defense company (the “Acquiror”), a Delaware corporation, for an aggregate purchase price of $1 million, payable in securities of the Acquiror. In addition to the $1 million purchase price, 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 $1 million purchase price is payable in shares of the acquiror’s common stock and, if required, pre-funded warrants. The share price will be based on the arithmetic average closing price of the Acquiror’s common stock over the five trading days immediately preceding closing. The pre-funded warrants, if issued, will have an exercise price of $0.0001 per share and will be immediately exercisable, subject to a 4.9% beneficial ownership limitation. The pre-funded warrants will have a five-year term and will permit cashless exercise.

The transaction is structured on a cash-free, debt-free basis. Before closing, Nexera may cause KeepZone to transfer its available cash to Nexera and will be required to ensure that KeepZone has no outstanding liabilities or indebtedness, including intercompany balances, at closing. These arrangements will not adjust the purchase price. Following closing, 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 and the shares underlying any pre-funded warrants. Any such registration would be subject to the terms and conditions of the definitive agreement.

The securities to be issued as consideration have not been and will not be registered under the Securities Act of 1933, as amended, and will be 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.

The transaction remains subject to the satisfaction or waiver of the applicable closing conditions, including any applicable regulatory and Nasdaq approvals or requirements and receipt of certain third-party consents and waivers relating to KeepZone’s existing commercial agreements. The closing is expected to occur on the second business day after the applicable conditions have been satisfied or waived, unless otherwise agreed by the parties.

About Nexera Technologies Ltd

Nexera Technologies Ltd operates, through its subsidiaries, in the fields of advanced technologies for the global homeland security, or HLS, sector and e-commerce. Its operations are conducted through three principal lines of business: KeepZone AI Inc., or KeepZone, a wholly-owned subsidiary dedicated to distributing and promoting AI-powered homeland security technologies, including 3D imaging and electromagnetic threat detection, perimeter intrusion detection, counter-unmanned aircraft systems, and multi-layered security solutions for critical infrastructure and global markets; 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 anticipated sale of KeepZone, the expected purchase price and form of consideration, the receipt of any additional earn-out payments, the calculation and amount of any earn-out payment, the potential issuance of additional shares pursuant to the true-up mechanism, the timing and completion of the transaction, the satisfaction or waiver of applicable closing conditions, including required regulatory and Nasdaq-related approvals or requirements and third-party consents, the value and liquidity of the securities to be received as consideration, the potential filing and effectiveness of a resale registration statement covering such securities, and the anticipated benefits of the transaction to the Company. 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, the risk that the transaction may not be completed on the anticipated terms or at all; the failure to obtain required third-party consents, regulatory approvals or satisfy other closing conditions; 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; 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.

How much could Nexera receive from the KeepZone AI sale?

Nexera could receive up to $6 million: $1 million in acquiror securities at closing and up to $5 million in cash earn-out consideration. The earn-out equals 50% of KeepZone’s positive cumulative after-tax net profit during the 24 months following closing, payable within 90 days after that period ends.

How will the securities Nexera receives for KeepZone AI be priced?

The share price will use the arithmetic average closing price over the five trading days immediately preceding closing. If required, pre-funded warrants will have a $0.0001 per-share exercise price, a five-year term and cashless exercise. They will be immediately exercisable, subject to a 4.9% beneficial ownership limitation.

When is Nexera’s KeepZone AI sale expected to close?

Closing is expected on the second business day after applicable conditions are satisfied or waived, unless the parties agree otherwise. Conditions include applicable regulatory and Nasdaq approvals or requirements, plus certain third-party consents and waivers relating to KeepZone’s existing commercial agreements.