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
under
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
Convertible
Promissory Note and Warrant
On
June 18, 2026 (the “Issuance Date”), Nexera Technologies Ltd (the “Company” or “Nexera”) issued to
an institutional investor (the “Holder”) a convertible promissory note (the “Fifth Promissory Note”) in the principal
amount of $2,000,000 (the “Principal Amount”), for a purchase price in cash of $1,800,000 (equal to 90% of the Principal
Amount). The Fifth Promissory Note was issued pursuant to the previously reported Securities Purchase Agreement, dated as of June 26,
2025, as amended (the “SPA”), by and between the Company and the Holder, pursuant to which the Company may issue and sell, from time
to time, convertible promissory notes (the “Promissory Notes”) in an aggregate principal amount of up to $100,000,000 (the
“Subscription Amount”). The Company is not obligated to utilize any of the remaining Subscription Amount available under
the SPA, which as of the date hereof is $88,000,000, and there are no minimum commitments or minimum use penalties.
On
June 18, 2026, Nexera issued to the Holder a warrant (the “Warrant”) to purchase up to 3,212,336 ordinary shares, no par
value, of the Company (the “Ordinary Shares”), representing 100% of the maximum number of Ordinary Shares issuable pursuant
to the Fifth Promissory Note. The Warrant was exercisable immediately upon issuance at an exercise price of $0.734 per Ordinary Share
(subject to certain anti-dilution and share combination event protections) and has a term of 5.5 years from the Issuance Date. The number
of Ordinary Shares underlying the Warrant is subject to certain adjustments, as described in the Warrant.
The
Company intends to use the net proceeds from the issuance of the Fifth Promissory Note and any additional net proceeds from the exercise
of the Warrant, to the extent exercised in cash, for working capital and general corporate purposes.
The
Fifth Promissory Note matures 28 months from the Issuance Date and is to be repaid, together with accrued and unpaid interest, in ten
equal monthly payments, beginning on the eighteen month anniversary of the Issuance Date, unless earlier repaid (partially or in full)
at the option of the Company, or extended at the option of the Holder in accordance with its terms. The Fifth Promissory Note accrues
interest at an annual rate of 4% (which will increase to 14% upon the occurrence and during the continuance of an event of default, as
defined in the Fifth Promissory Note).
The
Fifth Promissory Note is convertible (partially or in full) into Ordinary Shares, at the option of the Holder, at any time after the
Issuance Date, at a conversion price equal to the lower of (i) $0.734, which was the closing price of the Ordinary Shares on the Nasdaq
Capital Market on June 17, 2026, the trading day immediately prior to the Issuance Date (the “Fixed Price”), and (ii)
88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date
of conversion (the “Variable Price”), provided that such Variable Price may not be lower than $0.14680 per Ordinary Share
(the “Floor Price”), which is equal to 20% of the Fixed Price; subject to certain adjustments as provided in the Fifth Promissory
Note. The Holder’s option to convert the Principal Amount, together with accrued and unpaid interest due under the Fifth Promissory
Note at any time is subject to the limitation that the conversion may not result in the Holder’s beneficial ownership of Ordinary
Shares after giving effect to such conversion exceeding 4.99% of the issued and outstanding Ordinary Shares.
The
Fixed Price of any additional Promissory Notes to be issued pursuant to the SPA will be equal to the closing price of the Ordinary Shares
on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Promissory Note, and the Floor
Price will be equal to 20% of such Fixed Price.
The
exercise of the Warrant constitutes the Holder’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment
Premium (as defined in the Promissory Notes), if applicable, regardless of whether the aggregate value realized from the Warrant and/or
the Ordinary Shares issued pursuant to the terms of the Fifth Promissory Note is less than the then outstanding Principal Amount, Interest,
and, if applicable, the Payment Premium.
The
Fifth Promissory Note and the Warrant were, and the Ordinary Shares issuable upon conversion or exercise, as applicable, thereof (the
“Securities”) will be, issued pursuant to an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act, or applicable
state securities laws. Accordingly, the Securities may not be 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 law.
Pursuant to the SPA, the Company has agreed to file a registration statement with the SEC to register the resale of the Ordinary Shares
issuable upon conversion of the Fifth Promissory Note and upon exercise of the Warrant.
This
Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell or the solicitation
of an offer to buy the Securities, 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.
The
descriptions of the Fifth Promissory Note and the Warrant set forth above do not purport to be complete and are qualified in their entirety
by reference to the full text of those documents, which are attached hereto as Exhibits 4.1 and 4.2, respectively.
Adjustments
to Exercise Price
Nexera hereby updates that pursuant to Section 2(a) of the Series A Warrants, issued on January 29, 2024 (the “Series A Warrants”),
Section 2(a) of the warrants issued on June 9, 2026 in the Company’s private placement (the “June 2026 PIPE Warrants”),
and Section 2(a) of the Warrant, effective as of June 19, 2026, the exercise price per each whole Ordinary Share issuable upon exercise
of the outstanding Series A Warrants and the Warrant was adjusted to $0.6226 (subject to any further adjustment as provided therein).
No other changes, adjustments or modifications were made to the Series A Warrants, June 2026 PIPE Warrants or the Warrant.
Incorporation
by Reference
This 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 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
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. 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 April 1, 2026. 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.
EXHIBIT
INDEX
| Exhibit
No. |
|
|
| 4.1 |
|
Form of Fifth
Convertible Promissory Note issued June 18, 2026 |
| 4.2 |
|
Form of Warrant to
Purchase Ordinary Shares of Nexera Technologies Ltd issued June 18, 2026 |
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 |
| |
|
|
| |
By: |
/s/ Ronen
Zalayet |
| |
Name: |
Ronen Zalayet |
| |
Title: |
Chief Financial Officer |
Date:
June 22, 2026
