T3 Defense Enters Agreement to Acquire KeepZone AI

Most potential consideration is contingent on post-closing net profit, while the seller also receives stock-price protection.

Rhea-AI Summary

T3 Defense (Nasdaq: DFNS) signed a definitive agreement to acquire all of KeepZone AI from Nexera Technologies for initial stock consideration of $1.0 million. KeepZone provides homeland security technology distribution, integration and marketing. T3 Defense expects it to become a dedicated sales and business development platform, using its channels to introduce subsidiaries’ products alongside KeepZone’s portfolio.

The initial payment comprises newly issued shares and, if required by a 4.9% ownership limit, pre-funded warrants. A cash earn-out equals 50% of KeepZone’s standalone net profit over 24 months after closing, capped at $5.0 million. Nexera also receives additional shares if the stock price six months after closing is below the closing-date price. KeepZone is being acquired without debt or liability. Closing is expected within 60 days of signing, subject to conditions including Nasdaq notification and certain third-party consents.

3 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

1 major · 4 points

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

Positive

• Major pointDefinitive agreement covers acquisition of 100% of KeepZone AI from Nexera Technologies.
• Minor point. Forward-looking: it has not happened yet and may not happen.KeepZone’s sales channels are intended to introduce T3 Defense subsidiaries’ products alongside its existing portfolio.
• Minor point. Forward-looking: it has not happened yet and may not happen.KeepZone acquisition includes no debt or liability.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.$1.0 million initial consideration requires new shares and, if the 4.9% ownership limit requires, pre-funded warrants. 26% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Closing expected within 60 days of signing remains subject to Nasdaq notification and certain third-party consents.
• Minor point. Forward-looking: it has not happened yet and may not happen.Cash earn-out equals 50% of 24-month post-closing standalone net profit, capped at $5.0 million.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional shares go to Nexera if the stock price six months after closing falls below the closing-date price.

Argus 15 min delay 57 alerts

+41.62% vs previous close $0.63 last price 4905.2x rel. volume Open Argus

Details

Market move: NEXR +41.62% vs previous close. KeepZone acquisition agreement

+42.8% Peak in 22 min

$0.42 – $0.85 Day Range

$1.04M Mkt Cap at Last Price

On Oct 27, the day this news came out, the latest delayed price for NEXR is 41.62% above the previous close. Argus tracked a peak move of +42.8% during the session. Our momentum scanner has recorded 57 alerts for this stock so far that day. The latest delayed price is $0.63. Relative volume is exceptionally heavy at 4905.2x the average.

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

Key Figures

KeepZone ownership acquired: 100% Initial consideration: $1.0 million Earn-out share: 50% +5 more

KeepZone ownership acquired

100%

Under the definitive stock purchase agreement

Initial consideration

$1.0 million

Payable at closing in newly issued common stock or pre-funded warrants

Earn-out share

50%

Of KeepZone standalone net profit generated after closing

Earn-out period

24 months

Following closing

Net-profit amount subject to earn-out

$10.0 million

Earn-out applies to the first $10.0 million of standalone net profit

Earn-out cap

$5.0 million

Maximum cash earn-out payable to Nexera

Additional-share condition

6 months after closing

Additional shares to seller if the stock price is below its closing-date price

Expected closing

Within 60 days

From signing, subject to customary conditions

Key Terms

stock purchase agreement, pre-funded warrants, beneficial ownership limitation, earn-out, +1 more

5 terms

stock purchase agreement financial

"entered into a definitive stock purchase agreement to acquire 100% of KeepZone AI Inc."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

pre-funded warrants financial

"newly issued common stock (and, to the extent required by a 4.9% beneficial ownership limitation, 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 regulatory

"to the extent required by 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.

earn-out financial

"eligible for an earn-out equal to 50% of KeepZone’s standalone 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.

counter-uas technical

"counter-UAS, AI analytics and unmanned aerial solutions"

Counter-UAS (counter-unmanned aircraft systems) are tools and tactics used to detect, track, and disable or divert drones that pose a threat to people, property, or operations. Think of them as a combination of a security camera, alarm system, and net that can find an unwanted flying device and stop it before it causes harm. Investors care because demand, regulation, and deployment of these systems affect revenue, contract opportunities, legal risk, and the valuation of companies that build or use them.

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

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Adding a dedicated HLS sales and business development platform with a multi-vendor portfolio and international channels

NEW YORK and NETANYA, Israel, Oct. 27, 2026 (GLOBE NEWSWIRE) -- T3 Defense Inc. (Nasdaq: DFNS) (“T3 Defense” or the “Company”), a defense company that acquires and operates mission-critical defense businesses, today announced that it has entered into a definitive stock purchase agreement to acquire 100% of KeepZone AI Inc. (“KeepZone”), a homeland security technology distribution, integration, and marketing company, from Nexera Technologies Ltd. (Nasdaq: NEXR) (“Nexera”). Following the closing, KeepZone is expected to serve as T3 Defense’s dedicated homeland security (HLS) marketing, sales and business development platform, extending the Company’s commercial reach to critical infrastructure, law enforcement, public safety, and border security customers in Israel and international markets.

KeepZone adds a dedicated sales and business development capability to T3 Defense’s portfolio of engineering and manufacturing subsidiaries, bringing an experienced business development team, a U.S.-incorporated commercial entity, and representation agreements with homeland security technology providers that allow it to offer customers integrated, multi-layer security solutions. T3 Defense intends to use KeepZone’s sales channels to introduce its subsidiaries’ products alongside KeepZone’s existing portfolio, creating cross-selling opportunities and a broader offering for customers.

KeepZone markets, distributes, and integrates technologies for both its proprietary VocentraAI voice-analysis platform and products from its partners, including Scanary, SeeTrue, STI, RT LTA Systems, BeeSense, ParaZero, ZorroNet, VELQOR, SensorzTech and Skyline Software Systems. KeepZone combines these capabilities into coordinated security solutions for critical infrastructure and other homeland security applications.

“Our subsidiaries build mission-critical defense systems; KeepZone brings a dedicated sales platform to introduce those products to additional homeland security customers,” said Menny Shalom, Chairman and Chief Executive Officer of T3 Defense. “This acquisition will allow us to expand our commercial reach while providing us with a U.S. presence and active channels in North America, Latin America and the Gulf. We structured the transaction so that a majority of the potential consideration is contingent on KeepZone generating post-closing net profit, aligning the acquisition with our disciplined approach to capital allocation.”

“KeepZone was built to connect homeland security technologies with the customers who need them,” said Alon Dayan, Chief Executive Officer of KeepZone. “Joining T3 Defense adds a portfolio of engineered defense products that we can bring to our customer and partner relationships, so we can offer them a broader, integrated solution set from a single partner.”

Transaction Details

Initial consideration is $1.0 million, payable at closing in newly issued common stock (and, to the extent required by a 4.9% beneficial ownership limitation, pre-funded warrants), priced at the average closing price of T3 Defense common stock for the five trading days preceding closing. Nexera is also eligible for an earn-out equal to 50% of KeepZone’s standalone net profit generated during the 24 months following the closing, calculated on the first $10.0 million of net profit and therefore capped at $5.0 million, payable in cash. The seller is also entitled to additional shares of T3 Defense common stock if 6 months after closing the stock price is less than the price on closing. KeepZone is being acquired without any debt or liability. Closing is expected within 60 days of the signing of the stock purchase agreement, subject to customary closing conditions, including Nasdaq notification regarding the issuance of additional shares and certain third-party consents. Additional details will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (SEC).

About KeepZone AI Inc.
KeepZone AI Inc. is a homeland security technology company that markets, integrates and supports a multi-vendor portfolio of screening, surveillance, counter-UAS, AI analytics and unmanned aerial solutions for critical infrastructure, government and high-security environments. For more information, visit www.KeepZone.ai.

About T3 Defense Inc.
T3 Defense Inc. (Nasdaq: DFNS) is a defense company that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with strong customer relationships and solid order backlogs, often capacity- and resource-constrained, in specialized areas such as drones and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential defense capabilities and build long-term value. For more information, visit www.t3dfns.com.

Forward-Looking Statements
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, including statements regarding the anticipated closing and timing of the acquisition of KeepZone; the expected benefits of the acquisition, including cross-selling and commercial opportunities; the potential earn-out; KeepZone’s representation and distribution relationships; and the Company’s growth and acquisition strategy. These statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially, including: the risk that closing conditions, including Nasdaq notification and third-party consents, are not satisfied or that the transaction does not close; the risk that KeepZone’s representation or distribution agreements are terminated, not renewed or not consented to; the absence of any assurance that KeepZone will generate revenue or profit or that any earn-out will become payable; dilution from the issuance of shares and warrants; integration risks; defense and homeland security procurement timing and funding; customer concentration; competitive and geopolitical conditions, including conditions in Israel; the Company’s liquidity and capital resources; the Company’s ability to maintain compliance with Nasdaq listing requirements; and other risks described in the Company’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise them, except as required by law.

Contact Us:
T3 Defense Inc.
575 5th Avenue
New York, NY 10017
contact@t3dfns.com
www.t3dfns.com

Investor Relations
The Equity Group Inc.
Lena Cati
lena.cati@theequitygroup.com
+1 212 836-9611

Val Ferraro
val.ferraro@theequitygroup.com
+1 212 836-9633

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d2c87d50-aadc-440d-83ae-e0ba800ccf9f

FAQ

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

What will T3 Defense pay to acquire KeepZone AI?

T3 Defense will pay $1.0 million in initial stock consideration, with a potential cash earn-out capped at $5.0 million. The earn-out equals 50% of KeepZone’s standalone net profit during the 24 months after closing, calculated on the first $10.0 million of net profit. Additional shares are due if the six-month stock-price condition is met.

How will T3 Defense price the shares issued for KeepZone AI?

The initial consideration is priced at the average closing price over the five trading days preceding closing. Payment at closing will use newly issued common stock and, to the extent required by a 4.9% beneficial ownership limitation, pre-funded warrants.

Which international sales channels will KeepZone bring to T3 Defense?

KeepZone brings active channels in North America, Latin America and the Gulf, together with a U.S.-incorporated commercial entity. T3 Defense expects the acquisition to expand its commercial reach through those channels.