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Nexera Technologies (Nasdaq: NEXR) eyes exclusive darknet data center deal

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nexera Technologies Ltd reported two developments. It entered a letter of intent with Nebo Holdings Limited that contemplates appointing Nexera as the exclusive worldwide reseller and distributor of Preempt OSINT, a covert darknet intelligence platform for data center operators, offered on a subscription basis.

The contemplated definitive license and distribution agreement would run for 36 months, with a possible 24‑month exclusivity extension, and remains subject to a technical proof of concept, due diligence and corporate approvals, with no assurance of completion. Separately, the exercise price of its outstanding Series A, June 2026 PIPE and June 2026 Note Warrants was reset to $2.41428 per share effective August 4, 2026, with no other warrant terms changed.

Positive

  • None.

Negative

  • None.
Warrant exercise price $2.41428 per share Exercise price for Series A, June 2026 PIPE and June 2026 Note Warrants effective August 4, 2026
License term 36 months Contemplated duration of the exclusive license and distribution agreement for Preempt OSINT
Exclusivity extension 24 months Possible additional exclusivity period for Nexera if specified conditions are met
letter of intent regulatory
"entered into a letter of intent with Nebo Holdings Limited"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
exclusive reseller and distributor financial
"appointment of Nexera as the exclusive reseller and distributor of Preempt OSINT"
convertible promissory note financial
"in connection with a convertible promissory note (the June 2026 Note Warrant)"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
darknet intelligence platform technical
"Nebo’s proprietary covert darknet intelligence platform (the Software)"
warrants financial
"Series A Warrants issued on January 29, 2024"
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.

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

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FAQ

What did Nexera Technologies (NEXR) announce in its August 2026 update?

Nexera Technologies entered a letter of intent with Nebo Holdings for exclusive worldwide distribution of the Preempt OSINT darknet intelligence platform to data center operators and reset the exercise price on several warrant series to $2.41428 per share, effective August 4, 2026.

What are the key terms of Nexera Technologies (NEXR) LOI with Nebo Holdings?

The LOI contemplates Nexera as exclusive worldwide reseller of the Preempt OSINT darknet intelligence platform for data center operators on a subscription basis, with a 36‑month license and exclusivity term and a possible 24‑month extension, plus Nebo-provided support and training.

How were Nexera Technologies (NEXR) warrant exercise prices changed?

Effective August 4, 2026, the exercise price for Series A Warrants, June 2026 PIPE Warrants and the June 2026 Note Warrant was adjusted so that each whole ordinary share issuable on exercise is priced at $2.41428, with no other warrant terms modified.

Is the Nexera Technologies (NEXR) distribution deal for Preempt OSINT finalized?

No. Only a letter of intent has been signed. A definitive license and distribution agreement is still subject to a technical proof of concept, mutual legal and corporate due diligence and required approvals, and there is explicitly no assurance it will be completed.

What business lines does Nexera Technologies (NEXR) currently operate?

Nexera operates in AI-powered homeland security technologies through KeepZone AI, maintains strategic involvement in pest-control and remedial product e-commerce via Fort Technology, and runs legacy data-driven online retail operations on Amazon Marketplace through subsidiaries such as Smart Repair Pro and Top Rank Ltd.

 

 

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 August 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

 

Press Releases

 

On August 3, 2026, Nexera Technologies Ltd (the “Company”) issued a press release titled “Nexera Enters into Letter of Intent for Exclusive Distribution Rights to Darknet Intelligence Platform for Data Centers”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).

 

Adjustments to Exercise Price

 

The Company 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 issued on June 18, 2026, in connection with a convertible promissory note (the “June 2026 Note Warrant”), effective as of August 4, 2026, the exercise price per each whole Ordinary Share issuable upon exercise of the outstanding Series A Warrants, the June 2026 PIPE Warrants and the June 2026 Note Warrant was adjusted to $2.41428 (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 June 2026 Note Warrant.

 

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, File No. 333-295999 and File No. 333-296968) 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.

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.    
99.1   Press Release issued by Nexera Technologies Ltd, dated August 3, 2026, titled “Nexera Enters into Letter of Intent for Exclusive Distribution Rights to Darknet Intelligence Platform for Data Centers”.

 

2

 

 

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: August 7, 2026 By: /s/ Ronen Zalayet
    Ronen Zalayet
    Chief Financial Officer

 

3

 

Exhibit 99.1

 

 

Nexera Enters into Letter of Intent for Exclusive Distribution Rights to Darknet Intelligence Platform for Data Centers

 

LOI contemplates exclusive worldwide rights to market, promote, resell and distribute Nebo Holdings Limited’s Preempt OSINT platform to operators of data centers

 

Tel Aviv, Israel, Aug. 03, 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 letter of intent (the “LOI”) with Nebo Holdings Limited (“Nebo”), contemplating the appointment of Nexera as the exclusive reseller and distributor of Preempt OSINT, Nebo’s proprietary covert darknet intelligence platform (the “Software”).

 

Preempt OSINT monitors darknet markets, closed forums and encrypted channels for threat activity targeting a customer’s servers and delivers alerts into the customer’s security operations center. Under the terms contemplated by the LOI, Nebo would grant Nexera the exclusive right to market, promote, resell and distribute the Software on a subscription basis to end customers that are operators of data centers worldwide. The LOI would also permit Nexera to contract with end customers in its own name, manage customer relationships, conduct invoicing and collection and set its own resale prices.

 

The LOI contemplates a license term of 36 months from the effective date of a definitive license and distribution agreement (the “Definitive Agreement”), with an exclusivity period of the same duration that may be extended by an additional 24 months under certain conditions. The LOI further contemplates a one-off license fee and ongoing monthly support fees, as well as technical support, product training and sales enablement to be provided by Nebo.

 

Execution of the Definitive Agreement remains subject to the completion of a technical proof of concept to Nexera’s reasonable satisfaction, mutual legal, corporate and compliance due diligence, and any required internal or board or shareholder approvals of each party. Certain provisions of the LOI are intended to be legally binding, while others constitute statements of present intention only. The parties have agreed to negotiate in good faith with the aim of executing the Definitive Agreement within approximately two weeks of the date of the LOI. There can be no assurance that the parties will enter into a Definitive Agreement or that any commercial arrangement will be consummated on the terms contemplated by the LOI if at all.

 

About Nexera Technologies Ltd  

 

Nexera Technologies Ltd operates, through its subsidiaries, in the fields of advanced technologies for the global 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 timing and execution of the Definitive Agreement; the completion and results of the technical proof of concept, due diligence and approval processes; the proposed appointment of Nexera as the exclusive reseller and distributor of the Software under the LOI; the contemplated terms, duration and potential extension of the proposed arrangement; the parties’ ability to commercialize the Software; anticipated market demand; and the potential benefits, revenues and other commercial results arising from the proposed arrangement. 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 

 

 

 

 

 

Filing Exhibits & Attachments

1 document