Nexera Technologies: Subsidiary Fort Technology Secures Up to $20 Million Through Securities Purchase Agreements to Support its Data Center and E-Commerce Activities

Rhea-AI Summary

Nexera Technologies (Nasdaq: NEXR) announced that subsidiary Fort Technology signed agreements with two institutional investors for up to $20 million in financing. The unsecured convertible notes would initially provide $1,980,000 in gross proceeds on $2,200,000 principal. Additional quarterly tranches are discretionary and subject to closing conditions; full funding is not assured.

The notes carry a 10% original issue discount, 8% annual interest and a 28-month maturity. Conversion uses the lower of a fixed price or 88% of the lowest daily volume-weighted average price over the preceding 20 trading days, subject to a floor. Investors also receive five-year warrants and $1,000,000 in Fort shares as a commitment fee at initial closing. Fort intends to support working capital and operations, including majority-owned Logia USA’s fuel integrity activities for data centers and other mission-critical facilities.

2 points · 1 major

MixediHow 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 · 6 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.Fort’s signed agreements provide access to up to $20,000,000 in note principal from two institutional investors. 19× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Fort’s initial tranche would deliver $1,980,000 gross proceeds against $2,200,000 in note principal.

Negative

• Moderate pointFort’s additional funding requires satisfaction or waiver of closing conditions; full $20 million funding is not assured.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Fort’s notes impose 8% annual interest and mature 28 months after their respective issuance dates.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Fort note conversions dilute holders at the lower of a fixed price or 88% of the specified price benchmark, subject to a floor.
• Minor pointFort’s notes carry a 10% original issue discount, reducing cash received relative to principal owed.
• Minor point. Forward-looking: it has not happened yet and may not happen.Fort must issue five-year warrants with each note, creating potential dilution for Fort shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Fort’s initial closing requires $1,000,000 in common shares as an investor commitment fee, diluting Fort shareholders.

Argus 15 min delay 3 alerts

-16.84% vs previous close $1.63 last price 2.6x rel. volume Open Argus

Details

Market move: NEXR -16.84% vs previous close. convertible note financing

$1.49 – $1.66 Day Range

$859,778 Mkt Cap at Last Price

On Nov 13, the day this news came out, the latest delayed price for NEXR is 16.84% below the previous close. Our momentum scanner has recorded 3 alerts for this stock so far that day. The latest delayed price is $1.63. Relative volume is elevated at 2.6x what this stock usually trades by this time of day.

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

Key Figures

Maximum aggregate principal: Up to $20,000,000 Initial tranche principal: $2,200,000 Initial gross proceeds: $1,980,000 +5 more

Maximum aggregate principal

Up to $20,000,000

Fort securities purchase agreements

Initial tranche principal

$2,200,000

Across both investors

Initial gross proceeds

$1,980,000

For the initial tranche

Original issue discount

10%

On the notes

Interest rate

8% per annum

Notes

Maturity

28 months

After each note's issuance date

Conversion price formula

Lower of a fixed price and 88% of the lowest daily VWAP

VWAP measured over the 20 trading days preceding conversion; subject to a floor price

Commitment fee

$1,000,000

Paid in Fort common shares at the initial closing

Key Terms

convertible promissory notes, original issue discount, vwap, warrants

4 terms

convertible promissory notes financial

"unsecured convertible promissory notes (the “Notes’)"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

original issue discount financial

"subject to a 10% original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

vwap financial

"88% of the lowest daily VWAP during the 20 trading days preceding conversion"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

warrants financial

"warrants to purchase common shares of Fort"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

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

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Tel Aviv, Israel, Nov. 13, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), today announced that, as previously announced by its subsidiary, Fort Technology Inc. (Nasdaq: FRTT, TSXV: FORT) (“Fort”), Fort has entered into securities purchase agreements with two institutional investors (the “Investors”), pursuant to which Fort may issue and sell, from time to time, unsecured convertible promissory notes (the “Notes’) in an aggregate principal amount of up to $20,000,000, together with warrants to purchase Fort common shares, subject to the terms and conditions of the agreements.

Fort intends to use the net proceeds from the financing for general working capital and to support its operations, including, among other things, the activities of its majority-owned subsidiary Logia USA Inc. related to fuel integrity solutions for data centers and other mission-critical facilities.

The Notes, which are subject to a 10% original issue discount, will be issued in an initial tranche with an aggregate principal amount of $2,200,000 across both Investors, for aggregate gross proceeds of $1,980,000, followed by additional quarterly tranches, at Fort’s discretion, with aggregate principal amounts of up to $2,200,000 across both Investors  (with the final tranche having an aggregate principal amount of up to $2,400,000), subject to the terms of the agreements. The issuance of additional tranches is subject to satisfaction or waiver of the applicable closing conditions, and there can be no assurance that the full $20 million will be funded. The Notes bear interest at 8% per annum, mature 28 months after their respective issuance dates, and are convertible into common shares of Fort at the lower of a fixed price and 88% of the lowest daily VWAP during the 20 trading days preceding conversion, subject to a floor price. Concurrently with the issuance of each Note, the applicable Investor will receive warrants to purchase common shares of Fort, exercisable for five years. In addition, Fort has agreed to issue to the Investors, at the initial closing, common shares with an aggregate value of $1,000,000 as a commitment fee, with the number of shares determined based on the average daily VWAP during the three trading days immediately preceding the initial closing date.

The securities to be issued have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Fort Technology

Fort is engaged in the retail sale of consumer products, primarily serving the pest control and remedial repair industries. Fort develops, markets and sells a range of products for both amateur and professional customers under its proprietary brands, including Roshield, Entopest, Rempro and BirdGo. Products are sold primarily through Amazon marketplaces in the United Kingdom and Europe as well as through other online sales channels. Fort currently serves customers throughout the United Kingdom and continental Europe and plans to expand its retail operations into the United States, subject to applicable regulatory approvals, including through the acquisition of Logia USA Inc., a company focused on selling advanced fuel integrity solutions for data centers and other mission-critical facilities in the United States.

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 issuance of the Notes in an aggregate principal amount of up to $20 million, including the initial and any additional tranches, subject to the terms and the conditions of the securities purchase agreements; Fort’s intended use of the net proceeds for general working capital and to support its operations, including the activities of Logia USA Inc.; and the anticipated issuance of warrants and common shares as payment of commitment fees to the Investors. 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 following: 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 financing could Nexera subsidiary Fort Technology receive?

Fort may issue unsecured convertible notes with aggregate principal of up to $20,000,000. The initial tranche has $2,200,000 principal and $1,980,000 gross proceeds. Additional quarterly tranches are at Fort’s discretion and depend on closing conditions; the full amount is not assured.

What are the conversion terms for Fort Technology’s notes announced by Nexera?

The notes convert into Fort common shares at the lower of a fixed price and 88% of the lowest daily volume-weighted average price during the 20 trading days before conversion, subject to a floor price. They bear 8% annual interest and mature 28 months after issuance.

How will Fort Technology determine the shares issued for its financing commitment fee?

The number of Fort common shares issued for the $1,000,000 commitment fee will be based on the average daily volume-weighted average price during the three trading days immediately preceding the initial closing date. The shares are to be issued to the investors at that closing.