Nexera Technologies (NASDAQ: JFBR) prices $1.2M share and warrant sale

Rhea-AI Filing Summary

Nexera Technologies Ltd entered into securities purchase agreements with institutional investors for a registered direct offering of 1,200,000 ordinary shares at $1.00 per share, together with warrants in a concurrent private placement, for expected gross proceeds of about $1.2 million before expenses.

Investors will also receive warrants to purchase up to 1,200,000 additional ordinary shares at an exercise price of $1.00 per share, exercisable immediately and expiring roughly 5.5 years after issuance. The transaction is expected to close on or about June 9, 2026. Nexera plans to use the net proceeds for working capital, general corporate purposes and potential acquisitions. Both the offering and the resale registration obligations for warrant shares are subject to customary conditions and beneficial ownership caps of 4.99% per holder.

Key Figures

Shares offered: 1,200,000 ordinary shares Offering price: $1.00 per share Gross proceeds: $1.2 million +5 more

8 metrics

Shares offered 1,200,000 ordinary shares Registered direct offering under Form F-3

Offering price $1.00 per share Purchase price for ordinary shares in offering

Gross proceeds $1.2 million Expected before deducting offering expenses

Warrants issued 1,200,000 warrants Concurrent private placement, one warrant per share

Warrant exercise price $1.00 per share Exercise price for ordinary shares under warrants

Warrant term 66 months Expiration after original issuance date

Ownership cap 4.99% Beneficial ownership limit per purchaser and affiliates

Resale registration deadline 30 days Time to file resale registration for warrant shares

Key Terms

registered direct offering, concurrent private placement, shelf registration statement, Form F-3, +2 more

6 terms

registered direct offering financial

"issue and sell to the Purchasers in a registered direct offering an aggregate of 1,200,000 ordinary shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

concurrent private placement financial

"and in a concurrent private placement ordinary warrants to acquire up to 1,200,000 Ordinary Shares"

A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.

shelf registration statement regulatory

"conducted pursuant to the Company’s shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-283904), declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

beneficial ownership limitation financial

"prohibit the issuance of Shares to a Purchaser to the extent that... would beneficially own more than 4.99% of the outstanding Ordinary Shares"

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.

Section 4(a)(2) of the Securities Act regulatory

"offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-41482

Nexera Technologies Ltd

(Translation of Registrant’s Name into English)

7 Mezada St.,

Bnei Brak, Israel 5126112

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

CONTENTS

Registered Direct Offering

On June 8, 2026, Nexera Technologies Ltd, or the Company, entered into securities purchase agreements, or the Securities Purchase Agreements, with certain institutional investors, or the Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering an aggregate of 1,200,000 ordinary shares, or the Shares, no par value per share of the Company, or the Ordinary Shares, and in a concurrent private placement ordinary warrants to acquire up to 1,200,000 Ordinary Shares, or the Warrants, at an aggregate price of $1.00 per Ordinary Share and Warrant, or collectively, the Transaction, for aggregate gross proceeds of approximately $1,200,000 before deducting offering expenses. The Transaction is expected to close on or about June 9, 2026, subject to the satisfaction or waiver of customary closing conditions. The Company intends to use the net proceeds from the Transaction for working capital and general corporate purposes.

The Warrants are exercisable immediately upon issuance at an exercise price of $1.00 per Ordinary Share and will expire on the sixty-six (66)-month anniversary of the original issuance date of the Warrants.

The registered direct offering was conducted pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-283904), declared effective by the Securities and Exchange Commission, or the SEC, on January 3, 2025, a and the base prospectus contained therein and the prospectus supplement thereto, which prospectus supplement will be filed with the SEC on or prior to June 9, 2026.

The Warrants and the Ordinary Shares issuable upon the exercise of the Warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, are not being registered under the Securities Act, and are being offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Securities Purchase Agreements require the Company to file a registration statement on Form F-1 (or any other available form), as soon as practicable (and in any event within 30 calendar days of the date of the Securities Purchase Agreements), to register the resale of the Ordinary Shares issuable upon exercise of the Warrants and to use commercially reasonable efforts to cause such registration statement to become effective within 60 days of the filing of the registration statement, or within 90 days in the event of a full review by the SEC, and to keep such registration statement effective as provided in the Securities Purchase Agreements.

The Securities Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. In addition, the Securities Purchase Agreements prohibit the issuance of Shares to a Purchaser to the extent that, after giving effect to such issuance, the Purchaser and its affiliates would beneficially own more than 4.99% of the outstanding Ordinary Shares. The Warrants also contain a 4.99% beneficial ownership limitation that restricts a holder’s ability to exercise the Warrants to the extent that, after giving effect to such exercise, the holder and its affiliates would beneficially own more than 4.99% of the outstanding Ordinary Shares.

The foregoing summaries of the Securities Purchase Agreements and the Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the form of such documents filed as Exhibit 10.1 and 4.1, respectively, hereto and incorporated by referenced herein. A copy of the press release related to the Transaction titled “Nexera Technologies Announces Pricing of $1.2 Million Registered Direct Offering and Concurrent Private Placement” is furnished as Exhibit 99.1 hereto and is incorporated by referenced herein. A copy of the opinion of Meitar | Law Offices relating to the legality of the Shares is filed as Exhibit 5.1 hereto.

This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

1

This Report of Foreign Private Issuer on Form 6-K, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-277188, File No. 333-262835, File No. 333-283848, File No. 333-283904, File No. 333-285030, File No. 333-287341, File No. 333-293607 and File No. 333-295999) and Registration Statements on Form S-8 (File No. 333-269119, File No. 333-280459, File No. 333-291322 and File No. 333-295195), to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Cautionary Note Regarding Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when discussing the anticipated closing date of the Transaction, the expected gross proceeds and the anticipated use of the net proceeds from the Transaction. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed on March 31, 2025. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

2

EXHIBIT INDEX

Exhibit No.
4.1		Form of Warrant.
5.1		Opinion of Meitar | Law Offices.
10.1		Form of Securities Purchase Agreement.
23.1		Consent of Meitar | Law Offices (included in Exhibit 5.1)
99.1		Press Release issued by Nexera Technologies Ltd dated June 8, 2026, titled “Nexera Technologies Announces Pricing of $1.2 Million Registered Direct Offering and Concurrent Private Placement”.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nexera Technologies Ltd
Date: June 9, 2026	By:	/s/ Ronen Zalayet
	Name:	Ronen Zalayet
	Title:	Chief Financial Officer

4

Exhibit 99.1

 

Nexera Technologies Announces Pricing of $1.2 Million Registered Direct Offering and Concurrent Private Placement

Tel Aviv, Israel, June 08, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), a data-driven company operating on the Amazon Marketplace expanding into the global homeland security sector through advanced artificial intelligence (“AI”)-driven solutions, today announced that it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 1,200,000 ordinary shares (the “Shares”) at a purchase price of $1.00 per share in a registered direct offering (the "Offering"). The gross proceeds from the Offering are expected to be approximately $1.2 million, before deducting offering expenses. In addition, in a concurrent private placement, the Company will issue and sell warrants to purchase up to 1,200,000 ordinary shares (the " Warrants"). The Warrants will have an exercise price of $1.00 per share, will be exercisable immediately upon issuance, and will expire 5.5 years following the issuance date. The closing of the Offering is expected to occur on or about June 9, 2026, subject to the satisfaction of customary closing conditions. 

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, as well as for potential acquisitions.

The Shares offered to the institutional investor described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-283904) which was declared effective by the Securities and Exchange Commission (the "SEC") on January 3, 2025. The Offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. The Warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.

The private placement of the Warrants and the shares underlying the warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, (the "Securities Act") and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nexera Technologies Ltd

Nexera Technologies Ltd operates, through its subsidiaries, in the fields of advanced technologies for the global homeland security 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.

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 expected closing of the Offering, the expected gross proceeds and their expected use. 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

What capital is Nexera Technologies Ltd (JFBR) raising in this transaction?

Nexera Technologies plans to raise approximately $1.2 million in gross proceeds. It is selling 1,200,000 ordinary shares at $1.00 per share in a registered direct offering, bundled with warrants in a concurrent private placement.

What securities are included in Nexera Technologies’ June 2026 offering?

The transaction includes 1,200,000 ordinary shares plus warrants to purchase up to 1,200,000 additional shares. The warrants are exercisable immediately at $1.00 per share and will expire about 5.5 years after the issuance date.

How will Nexera Technologies Ltd (JFBR) use the proceeds from this offering?

Nexera Technologies intends to use the net proceeds primarily for working capital and general corporate purposes. The company also notes that funds may support potential acquisitions, alongside its ongoing operations and growth initiatives.

What registration statements are involved in Nexera Technologies’ offering?

The shares are being issued under Nexera’s Form F-3 shelf registration statement No. 333-283904. The company must also file a Form F-1 or other form to register the resale of warrant shares within specified timeframes.

What are the key terms of the Nexera Technologies warrants issued in the private placement?

The warrants allow holders to purchase up to 1,200,000 ordinary shares at an exercise price of $1.00 per share. They are exercisable immediately upon issuance and will expire approximately 66 months after their original issuance date.

What ownership limits apply to investors in the Nexera Technologies June 2026 deal?

Both the securities purchase agreements and the warrants include a 4.99% beneficial ownership limitation. This cap prevents any purchaser and its affiliates from owning more than 4.99% of Nexera’s outstanding ordinary shares after an issuance or warrant exercise.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY NEXERA TECHNOLOGIES LTD DATED JUNE 8, 2026, TITLED "NEXE 10.0 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 156.7 KB

Other Documents

• EX-4.1 FORM OF WARRANT 117.5 KB
• EX-5.1 OPINION OF MEITAR | LAW OFFICES 8.7 KB