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to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently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.
EXHIBIT INDEX
| Exhibit No. |
|
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| 99.1 |
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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”. |
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 |
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