Nexera Technologies (NASDAQ: NEXR) highlights Fort growth, Logia USA deal and warrant repricing

Rhea-AI Filing Summary

Nexera Technologies Ltd furnished a report highlighting interim results and corporate actions at its majority-owned subsidiary Fort Technology Inc. For the six months ended June 30, 2026, Fort generated revenues of $7.36 million, up 49% year over year, with gross profit of $1.36 million and a net loss of $1.34 million as spending on marketing and public company costs increased. Total assets were $7.92 million, liabilities $2.88 million, and equity $5.04 million, supported by $0.78 million in cash and working capital of $2.91 million. Fort listed its shares on Nasdaq on June 8, 2026, triggering the issuance of 1,571,429 contingent shares to Nexera and the automatic conversion of $3.63 million in convertible debentures into 1,949,794 shares and warrants, materially reducing debt. Fort also obtained loan facilities from Nexera and an investor totaling up to $900,000. Subsequent to period-end, Fort signed agreements to acquire 50.1% of Logia USA Inc. for shares valued at $125,000 and to provide Logia USA with a $2 million credit facility, expanding into fuel integrity solutions for U.S. data centers. Separately, Nexera adjusted the exercise price of its Series A, June 2026 PIPE and June 2026 Note warrants to $2.398704 per share, with no other warrant term changes.

Positive

• Revenues rose 49% to $7.36 million, with gross profit up 145% to $1.36 million and gross margin improving from 11.3% to 18.5%, driven by higher volumes and lower Amazon fee rates.
• $3.63 million in convertible debentures at Fort were fully converted into equity, reducing non-current liabilities from $3.29 million to $0.81 million and strengthening the balance sheet.

Negative

• Net loss at Fort widened from $0.10 million to $1.34 million, reflecting significantly higher general and administrative and sales and marketing expenses, including Nasdaq listing and dual-listing costs.
• Operating cash flow turned more negative, with net cash used in operating activities increasing to $0.30 million from $0.04 million, indicating higher cash burn despite revenue growth.

Filing Explained

The Logia transaction remains conditional, while Fort’s financing capacity rose to $3 million and $1.545 million was drawn after June 30.

Fort Technology has signed an agreement to acquire 50.1% of Logia USA, but closing remains subject to customary conditions and required approvals. If completed, Fort would issue shares valued at $125,000, creating an issuance-linked ownership consequence for existing Fort holders.

The transaction also includes performance-based rebalancing: Logia USA’s founder could receive additional shares that increase the founder’s interest to 70%, 80%, 85% or 95% if specified cumulative sales and profit milestones are achieved. Fort’s interest would correspondingly decrease, while the founder’s consulting arrangement could provide up to $2.5 million in Fort shares.

Separately, Fort increased the maximum Nexera loan facility from $450,000 to $3 million after June 30, 2026, and reported that $1.545 million was drawn under the increased facility. The facility ceiling therefore exceeds the amount disclosed as drawn; it is not itself a report of the full amount received.

The Logia closing is required to occur no later than October 1, 2026, subject to conditions including TSX Venture Exchange approval; the stated sales milestones and the related equity issuance terms are the specific later resolution points.

Key Figures

Fort revenue H1 2026: $7,356 thousand Fort gross profit H1 2026: $1,362 thousand Fort net loss H1 2026: $1,342 thousand +5 more

8 metrics

Fort revenue H1 2026 $7,356 thousand Revenues for the six months ended June 30, 2026

Fort gross profit H1 2026 $1,362 thousand Gross profit for the six months ended June 30, 2026

Fort net loss H1 2026 $1,342 thousand Net loss for the six months ended June 30, 2026

Convertible debentures converted $3,630,476 Principal of August 2025 debentures converted into Units on June 8, 2026

Total assets Fort $7,919 thousand Total assets as of June 30, 2026

Total liabilities Fort $2,878 thousand Total liabilities as of June 30, 2026

Cash and cash equivalents Fort $781 thousand Cash balance as of June 30, 2026

Adjusted warrant exercise price $2.398704 per share Exercise price for Series A, June 2026 PIPE and June 2026 Note warrants

Key Terms

reverse recapitalization, Contingent Right Shares, fair value through profit or loss, Level 3, +2 more

6 terms

reverse recapitalization financial

"The acquisition of Fort by the Company was accounted for as a reverse recapitalization."

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

Contingent Right Shares financial

"up to an additional 4,714,287 common shares (the “Contingent Right Shares”)."

fair value through profit or loss financial

"The Company measures its convertible loan receivable at fair value through profit or loss."

An accounting classification for certain financial assets where their current market price is used to update value on the books, and any increase or decrease is recorded immediately in the company’s profit & loss statement. Like checking the daily score of an investment and noting the gain or loss right away, this approach makes reported earnings reflect market swings more quickly, which can increase short-term volatility in reported profits and help investors see real-time value changes.

Level 3 financial

"measured at fair value through profit or loss, classified within Level 3 of the fair value hierarchy."

Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.

dual-listed issuer financial

"expected costs and obligations as a dual-listed issuer on the TSXV and Nasdaq."

equity rebalancing mechanism financial

"The Share Transfer Agreement includes an equity rebalancing mechanism under which, for up to three years..."

FAQ

How did Fort Technology, Nexera (NEXR) subsidiary, perform in H1 2026?

Fort Technology reported $7.36 million in revenue and a $1.34 million net loss for the six months ended June 30, 2026. Gross profit improved to $1.36 million, as higher sales volumes and lower Amazon fee rates offset increased operating expenses.

What is Nexera Technologies’ ownership stake in Fort Technology as of June 30, 2026?

As of June 30, 2026, Nexera Technologies held 70.94% of Fort Technology’s common shares. This followed issuance of 1,571,429 contingent shares to Nexera upon Fort’s Nasdaq listing and conversion of Fort’s August 2025 convertible debentures into equity.

What major financing changes occurred at Fort Technology in this Nexera (NEXR) 6-K?

Fort’s $3.63 million convertible debentures automatically converted into 1,949,794 shares and warrants upon its Nasdaq listing, eliminating related debt. Fort also added long-term loans totaling $559,000 from Nexera and an investor, boosting liquidity but adding interest obligations.

What are the key terms of Fort Technology’s planned acquisition of Logia USA mentioned by NEXR?

Fort agreed to acquire 50.1% of Logia USA for Fort shares valued at $125,000 and to provide a $2 million credit facility. The deal targets U.S. fuel integrity solutions for data centers and is expected to close by October 1, 2026, subject to customary conditions.

How did Nexera Technologies change its warrant terms in this 6-K filing?

Nexera adjusted the exercise price of its outstanding Series A, June 2026 PIPE, and June 2026 Note warrants to $2.398704 per ordinary share, effective August 13, 2026. The company stated that no other changes or modifications were made to these warrant series.

What is Fort Technology’s liquidity position as discussed in Nexera’s 6-K?

As of June 30, 2026, Fort held $781,000 in cash and cash equivalents and had working capital of $2.91 million. Management believes cash, operating cash flows, and support from Nexera should cover obligations for at least 12 months from the report approval date.

How did operating expenses change at Fort Technology in H1 2026?

Sales and marketing expenses rose to $914,000 and general and administrative expenses to $1.78 million in H1 2026, from $371,000 and $245,000 respectively. The increase reflects higher advertising, professional fees, share-based payments, and dual-listing related costs.

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

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

Available on EDGAR 08/14/2026 - 06:20 AM Accepted by SEC EDGAR 08/14/2026 - 06:19 AM Learn about SEC filing dates

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

Interim Financial Statements; Management’s Discussion and Analysis of Fort Technology Inc.

This Report of Foreign Private Issuer on Form 6-K (“Form 6-K”) is being furnished by Nexera Technologies Ltd (the “Company”) to the Securities and Exchange Commission (the “SEC”) for the purpose of furnishing the following documents, each of which was made available by Fort Technology Inc. (“Fort Technology”) (TSXV:FORT, Nasdaq: FRTT), the Company’s majority owned subsidiary, on SEDAR+ at www.sedarplus.ca and on the SEC’s EDGAR system at www.sec.gov on August 13, 2026: (i) unaudited interim consolidated financial statements of Fort Technology for the six months ended June 30, 2026, attached as Exhibit 99.1 hereto; and (ii) Fort Technology’s management’s discussion and analysis for the six months ended June 30, 2026, attached as Exhibit 99.2 hereto.

Press Releases

On August 12, 2026, the Company issued a press release titled “Nexera Technologies: Subsidiary Fort Technology Signs Agreements to Acquire Majority Stake in Logia USA - Fuel Integrity Solutions for Data Centers Company”, a copy of which is furnished as Exhibit 99.3 to this Report of Foreign Private Issuer on 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 13, 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 $2.398704 (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.

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, 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		Unaudited Interim Consolidated Financial Statements of Fort Technology Inc. for the six months ended June 30, 2026.
99.2		Management’s Discussion and Analysis of Fort Technology Inc. for the six months ended June 30, 2026.
99.3		Press Release issued by Nexera Technologies Ltd, dated August 12, 2026, titled “Nexera Technologies: Subsidiary Fort Technology Signs Agreements to Acquire Majority Stake in Logia USA - Fuel Integrity Solutions for Data Centers Company”.

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 14, 2026	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

3

Exhibit 99.1

FORT TECHNOLOGY INC.

(Formerly Impact Acquisitions Corp.)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

FORT TECHNOLOGY INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2026

TABLE OF CONTENTS

	Page
Unaudited Interim Condensed Consolidated Statements of Financial Position	F-2
Unaudited Interim Condensed Consolidated Statements of Profit and Loss	F-3
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholder’s Equity	F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows	F-5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	F-6 - F-17

F-1

FORT TECHNOLOGY INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(U.S. dollars in thousands)

				June 30,				December 31,
				2026				2025
				Unaudited				Audited
Assets
CURRENT ASSETS:
Cash and cash equivalents					781				605
Trade receivables					224				102
Other receivables					302				203
Inventory		4			3,670				3,862
Total current assets					4,977				4,772
NON-CURRENT ASSETS:
Right of use assets					358				190
Deferred tax asset					79				134
Convertible loan receivable					2,409				2,285
Property and equipment, net					96				111
Total non-current assets					2,942				2,720
TOTAL ASSETS					7,919				7,492
Liabilities and equity
CURRENT LIABILITIES:
Trade payables					674				543
Lease liability					100				55
Other payables					857				406
Loan commitment liability					-				258
Related parties payable		9			437				152
Total current liabilities					2,068				1,414
NON-CURRENT LIABILITIES:
Lease liability					251				158
Convertible debenture		3(e)			-				3,127
Long term loans					559				-
Total non-current liabilities					810				3,285
TOTAL LIABILITIES					2,878				4,699
SHAREHOLDER’S EQUITY:
Common shares and additional and paid in capital		6			8,976				6,884
Share-based payment reserve					469				150
Convertible debentures reserve					-				185
Warrant reserve					1,364				-
Accumulated deficit					(5,768	)			(4,426	)
TOTAL EQUITY					5,041				2,793
TOTAL LIABILITIES AND EQUITY					7,919				7,492

(*) Amount less than $ 1 thousand

These interim financial statements were approved for issue by the Board of Directors on August 13, 2026 and signed on its behalf by:

/s/ Asaf Itzhaik		/s/ Liat Sidi
Director		Director

The accompanying notes are an integral part of the condensed interim financial statements.

F-2

FORT TECHNOLOGY INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (unaudited)

(U.S. dollars in thousands, except per share data)

		Six months ended June 30,								Three months ended June 30,
		2026				2025				2026				2025
Revenues			7,356				4,923				4,203				2,624
Cost of revenues			5,994				4,368				3,383				2,507
Gross profit			1,362				555				820				117
Operating expenses:
Sales and marketing			914				371				556				214
General and administrative			1,777				245				1,290				120
Other expenses			-				-				-				(45	)
Operating profit loss			(1,329	)			(61	)			(1,026	)			(172	)
Financial income			423				-				84				-
Financial expenses			378				34				154				22
Financial expenses (income), net			(45	)			34				70				22
Loss before taxes			(1,284	)			(95	)			(1,096	)			(194	)
Tax expenses (income)			58				1				41				(26	)
Net loss and total comprehensive loss			(1,342	)			(96	)			(1,137	)			(168	)
Loss per common share (basic and diluted)			(0.11	)			(0.01	)			(0.09	)			(0.02	)
Weighted average number of common shares outstanding (*)			11,792,442				7,142,857				12,217,805				7,142,857

(*) The weighted average number of common shares outstanding has been retrospectively adjusted to reflect the reverse share splits (see Note 1(e)).

The accompanying notes are an integral part of the condensed interim financial statements.

F-3

FORT TECHNOLOGY INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY (unaudited)

(U.S. dollars in thousands, except per share data)

		Number of common shares(**)				Common shares and additional paid in capital				Share-based payment reserve				Warrant reserve				Convertible debentures reserve				Retained earnings				Total
Balance as of December 31, 2025			11,362,352				6,884				150				-				185				(4,426	)			2,793
Issuance of Contingent Right Shares (Note 3(d))			1,571,429				-				-				-				-				-				-
Conversion of convertible debentures into shares and warrants (Note 3(e))			1,949,794				2,066				-				1,364				(185	)			-				3,245
Share-based payment			-				-				319				-				-				-				319
Exercise of warrants and options			26,404				26				-				-				-				-				26
Net loss for the period			-				-				-				-				-				(1,342	)			(1,342	)
Balance as of June 30, 2026			14,909,979				8,976				469				1,364				-				(5,768	)			5,041
Balance as of December 31, 2024			7,142,857				(*	)			-				-				-				1,404				1,404
Net loss for the period			-				-				-				-				-				(96	)			(96	)
Balance as of June 30, 2025			7,142,857				(*	)			-				-				-				1,308				1,308

(*) Amount less than $1 thousand

(**) The number of common shares has been retrospectively adjusted to reflect the reverse share splits (see Note 1(e)).

The accompanying notes are an integral part of the condensed interim financial statements.

F-4

FORT TECHNOLOGY INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (unaudited)

(U.S. dollars in thousands)

		Six months ended June 30,
		2026				2025
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net loss			(1,342	)			(96	)
Adjustments required to reflect net cash from (used in) operating activities (see appendix A):			1,045				57
Net cash provided by (used in) operating activities			(297	)			(39	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Initial direct costs capitalized to right-of-use assets			(12	)			-
Purchase of property and equipment			-				(6	)
Net cash used in investing activities			(12	)			(6	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Proceeds from long-term loans			543				-
Exercise of warrants and options			26				-
Lease payments			(73	)			(33	)
Net cash from (used in) financing activities			496				(33	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			187				(78	)
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS			(11	)			22
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD			605				546
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD			781				490
APPENDIX A:
Adjustments required to reflect net cash from (used in) operating activities:
Revenues and expenses that do not involve cash flows:
Exchange differences on cash and cash equivalents			11				(22	)
Amortization of discount on convertible debentures			118				-
Revaluation gain on convertible loan receivable			(64	)			-
Exchange rate loss on convertible loan receivable			41				-
Interest income on convertible loan receivable			(101	)			-
Financial income from derecognition of loan commitment liability			(258	)			-
Interest expenses on long-term loans			16				-
Share-based payment expense			319				-
Changes in deferred taxes, net			55				1
Depreciation and amortization			65				48
Lease financing expenses			5				29
			207				56
Changes in working capital:
Increase in trade receivables			(122	)			(7	)
Increase in other receivables			(99	)			(431	)
Increase in related parties payable			285				361
Decrease (increase) in inventory			192				(135	)
Increase in trade payables and other payables			582				213
			838				1
			1,045				57
Supplemental disclosure of cash flow information:
Interest paid			196				4
Non cash financing and investing activities
Conversion of convertible debenture into equity			3,245				-
Right-of-use assets obtained in exchange for lease liabilities			206				-

The accompanying notes are an integral part of the condensed interim financial statements.

F-5

FORT TECHNOLOGY INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (unaudited)

(U.S. dollars in thousands)

NOTE 1 - GENERAL 

a. Fort Technology Inc.

Fort Technology Inc. (formerly Impact Acquisitions Corp.) (the “Company”) was incorporated on December 5, 2019, under the Business Corporations Act (British Columbia). The Company was a Capital Pool Company (the “CPC”) as defined in the TSX Venture Exchange (the “Exchange”) Policy 2.4. The principal business of the Company since incorporation and until closing of the SPA (see below) on July 7, 2025 was the identification and evaluation of assets or business with a view to potentially acquire them or an interest therein by an option or any concomitant transaction. The purpose of such acquisition was to satisfy the related conditions of a qualifying transaction under the policies of the Exchange. Effective April 30, 2026, the Company was continued from the Province of British Columbia into the Province of Ontario pursuant to applicable provincial corporate laws and now exists under the laws of the Province of Ontario pursuant to the Business Corporations Act (Ontario).

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FORT”. On June 8, 2026, the Company’s common shares commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FRTT”.

The SPA and reverse recapitalization

On February 6, 2025, the Company entered into a Share Purchase Agreement (the “SPA”) with Nexera Technologies Ltd (“Nexera”, formerly Jeffs’ Brands Ltd.) for the acquisition of all of the issued and outstanding shares of Fort Products Limited (“Fort”).

On July 7, 2025, the Company and Nexera closed the transactions contemplated by the SPA. Following such closing, the Company changed its name to Fort Technology Inc. Pursuant to the closing of the transactions contemplated by the SPA, Nexera sold to the Company all of the issued and outstanding shares of Fort, in consideration for 7,142,857 common shares of the Company and up to an additional 4,714,287 common shares (the “Contingent Right Shares”).

Under the SPA, the Contingent Right Shares are issuable to Nexera in three equal tranches of 1,571,429 common shares each, upon the achievement of the following milestones: (i) the listing of the Company’s securities on a U.S. national securities exchange within 24 months from the closing date; (ii) the completion by the Company of equity and/or debt financing of at least $8 million in the aggregate within 48 months from the closing date; and (iii) the Company reaching annual revenues of at least $15 million by December 31, 2028, as reflected in its audited financial statements. The first milestone was achieved on June 8, 2026 (see Note 3(d)).

b. Fort Products Limited

Fort, a private company incorporated under the laws of England and Wales, was established on November 25, 2005 and is a wholly-owned subsidiary of the Company. Fort is engaged in the sale of pest control products primarily through Amazon.uk under its own trademarks: Roshield, Entopest, Rempro and Birdgo. Until the closing of the SPA, Fort was a wholly owned subsidiary of Nexera.

The acquisition of Fort by the Company, upon closing of the SPA, was accounted for as a reverse recapitalization. Fort was determined to be the “accounting acquirer” in the reverse recapitalization based on an evaluation of the guidance in IFRS 3, primarily because the shareholders of Fort (which is Nexera) received the majority voting interest in the Company, which confers the ability to elect or remove a majority of the governing body, and because Fort’s former management dominates the senior management of the combined entity. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Fort.

F-6

c. Fort Products LLC

Fort Products LLC, a private company incorporated under the laws of the State of Delaware, was incorporated in 2023 and is a wholly-owned subsidiary of Fort. Fort Products LLC did not have operations since incorporation and through the issuance date of these financial statements and did not have any material assets during this period.

The Company and its subsidiaries, Fort and Fort Products LLC, are collectively referred to as the “Group”. Additionally, Nexera became the parent company.

d. Liquidity

During the period ended June 30, 2026, the Company incurred a net loss of $1,342 and cash flows used in operating activities were $297. As of June 30, 2026, the Company had an accumulated deficit of $5,768.

The Company intends to continue to finance its operating activities through revenues generated from its operations and, if required, through raising funds from existing shareholders and/or outside potential investors and through financial support from its largest shareholder, Nexera. In assessing the Company’s liquidity, management considered Nexera’s ability to provide support to the Company, if needed, through intercompany loans and/or equity contributions.

Based on the foregoing, management believes that the Company’s cash on hand, together with expected cash flows from operations and financial support available from Nexera, will be sufficient to support the Company’s operations and meet its obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on a going concern basis.

e. Reverse Share Splits

(1) On October 1, 2025, the Company effected a one-for-seven (1-for-7) reverse share split of its issued and outstanding common shares. As a result, every seven (7) shares of common shares issued and outstanding were combined into one common share.

(2) On February 18, 2026, the Company effected a one-for-two (1-for-2) reverse share split of its issued and outstanding common shares. As a result, every two (2) shares of common shares issued and outstanding were combined into one common share.

All outstanding securities entitling their holders to purchase or receive common shares of the Company were adjusted pursuant to their terms as a result of the reverse share splits. The reverse share splits did not affect the number of common shares authorized for issuance. All share amounts, per share data and exercise prices have been adjusted retroactively within these financial statements to reflect the reverse share splits.

F-7

NOTE 2 - BASIS OF PREPARATION

Unaudited Condensed Interim Financial Information

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and Interpretations (collectively IFRS accounting standards). These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards IAS 34, “Interim Financial Reporting”.

These unaudited interim condensed consolidated financial statements do not include all the information required for annual consolidated financial statements and should be read in conjunction with the annual financial statements as of December 31, 2025.

The material accounting policies applied in the annual financial statements as of December 31, 2025 are applied consistently in these unaudited interim condensed consolidated financial statements. 

The results for the six-month period ended June 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026, or for any future period.

As described in Note 1(b), the acquisition of Fort was accounted for as a reverse recapitalization, with Fort identified as the accounting acquirer. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Fort, and the comparative information for the six months ended June 30, 2025 reflects the financial position and results of operations of Fort only.

No dividends were declared or paid during the six months ended June 30, 2026 and 2025.

Estimates

The preparation of the unaudited interim condensed consolidated financial information requires management to make assumptions, estimates, and judgments that affect the application of policies and reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the interim condensed consolidated financial statements, along with reported amounts of expenses and net losses during the period. Actual results may differ from these estimates, and as such, estimates and underlying assumptions are reviewed on an ongoing basis.

Income taxes in interim financial statements

Income tax expense (income) for the periods presented includes the total current taxes, as well as the total change in deferred tax balances.

Income tax expense for the interim period is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year, applied to the pre-tax result of the interim period, adjusted for the tax effect of items recognized discretely in the interim period, in accordance with IAS 34.

New and amended IFRS Accounting Standards adopted in the period

Amendments to IFRS 9 and IFRS 7, Classification and Measurement of Financial Instruments, became effective for annual periods beginning on January 1, 2026 and were applied by the Company for the first time in these financial statements. The amendments clarify, among other things, the date on which a financial liability settled through an electronic payment system is derecognized, and provide additional guidance on assessing whether the contractual cash flows of a financial asset are solely payments of principal and interest, including for financial assets with contingent features. The application of the amendments did not have a material impact on the Company’s financial statements.

Annual Improvements to IFRS Accounting Standards – Volume 11, effective for annual periods beginning on January 1, 2026, comprises narrow-scope amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7. The application of these amendments did not have a material impact on the Company’s financial statements. In addition, Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) became effective on the same date; these amendments are not applicable to the Company’s operations.

F-8

New and amended IFRS Accounting Standards issued but not yet effective

IFRS 18, Presentation and Disclosure in Financial Statements, effective for annual periods beginning on January 1, 2027, replaces IAS 1 and introduces new requirements for the presentation of the statement of profit or loss (defined categories and subtotals) and disclosure of management-defined performance measures. The Company is assessing the impact of IFRS 18.

NOTE 3 - SIGNIFICANT EVENTS DURING THE PERIOD

a. On January 13, 2026, the Company entered into an amendment to its convertible loan agreement with EEH Ventures Limited (“EEH”). Under the amendment, the option to provide EEH with an additional loan of £1 million was cancelled, and the conversion mechanism of the outstanding loan (the “Primary Loan”) was modified such that, upon conversion, the Company is entitled to receive EEH’s entire holding in Wigan Topco Limited (“Wigan”), representing 35.8% of Wigan’s issued share capital, instead of a right to convert the Primary Loan into 19.9% of EEH’s fully diluted share capital. As a result of the amendment, the Company derecognized the loan commitment liability in the amount of $258, which was recognized within financial income. The Primary Loan continues to be measured at fair value through profit or loss. See Note 5(D) for the fair value measurement of the Primary Loan as of June 30, 2026.

b. On January 28, 2026, Fort entered into a new lease agreement in respect of its warehouse facility in the United Kingdom, replacing the previous lease of the facility that expired in February 2025. The lease provides for annual rent of £44 thousand (approximately $60), payable quarterly, for a term ending in February 2030. At the commencement date, the Company recognized a right-of-use asset in the amount of $217 and a corresponding lease liability in the amount of $205, measured at the present value of the lease payments over the lease term, discounted at an incremental borrowing rate of 10% per annum. For the six months ended June 30, 2026, the Company recognized depreciation in the amount of $22 in respect of the right-of-use asset and interest expense in the amount of $8 in respect of the lease liability. The total cash outflow for leases in the period was $73.

c. On February 5, 2026, the Company entered into a loan agreement with Nexera, as amended on April 23, 2026, for a loan of up to $450. Amounts drawn under the loan bear interest at a rate of 14% per annum, calculated on a simple interest basis, and are repayable, together with accrued and unpaid interest, by December 31, 2027 (see also (c5) to the Related Parties note).   On April 9, 2026, the Company entered into a loan agreement with an investor for a loan of up to $450 on similar terms, except that amounts drawn bear interest at a rate of 10% per annum. As of June 30, 2026, the outstanding principal amounts under the Nexera loan and the investor loan were $443 and $100, respectively, and the related accrued interest amounted to $16.

d. On June 8, 2026, the Company’s common shares commenced trading on Nasdaq (see Note 1(a)). Upon completion of the listing, the first milestone under the SPA was achieved and, accordingly, the Company issued 1,571,429 Contingent Right Shares to Nexera. The issuance of the Contingent Right Shares increased the number of common shares outstanding, with no effect on profit or loss or on total equity, as their effect was reflected in the accounting for the reverse recapitalization at the transaction date.

e. Upon the effectiveness of the Nasdaq listing on June 8, 2026, the entire outstanding principal amount of the convertible debentures of $3,630 was automatically converted into 1,949,794 Units at a conversion price of $1.862 per Unit, in accordance with the irrevocable conversion notices received from all holders on December 31, 2025. Each Unit consists of one common share and one warrant; accordingly, the Company issued 1,949,794 common shares and 1,949,794 warrants. Each warrant entitles its holder to purchase one additional common share at an exercise price of $1.862 per share, exercisable until August 21, 2030. During 2026 through the conversion date, the Company recognized in respect of the debentures interest expense in the amount of $158 and amortization of discount in the amount of $118. Upon conversion, the carrying amount of the debt component in the amount of $3,245 was transferred to equity, and the convertible debenture reserve of $185 was reclassified within equity, with no gain or loss recognized. The aggregate amount transferred to equity in the amount of $3,430 was allocated between common shares and additional paid-in capital in the amount of $2,066 and a warrant reserve in the amount of $1,364 based on the relative fair values of the common shares and the warrants comprising the Units. The warrants are classified as equity instruments in accordance with IAS 32, as they are exercisable into a fixed number of common shares for a fixed exercise price denominated in US dollars, the Company’s functional currency.

F-9

NOTE 4 - INVENTORY

		June 30,				December 31,
		2026				2025
Goods in transit			809				711
Finished goods			2,861				3,151
Total			3,670				3,862

NOTE 5 - FINANCIAL INSTRUMENTS

A. Assets and liabilities measured at amortized cost and fair value were presented on the Company’s statement of financial position as of June 30, 2026 and December 31, 2025 as follows:

		June 30,				December 31,
		2026				2025
Amortized Cost
Assets:
Cash and cash equivalents			781				605
Trade receivables			224				102
Other receivables			302				203
			1,307				910
Liabilities:
Trade payable			674				543
Other payable			857				406
Lease liability			351				213
Related parties			437				152
Convertible debenture			-				3,127
Long term loans			559				-
			2,878				4,441

		June 30,				December 31,
		2026				2025
Fair Value (level 3)
Assets:
Convertible loan receivable			2,409				2,285
			2,409				2,285

In addition, financial liabilities as of December 31, 2025 included a loan commitment liability of $258, initially recognized at fair value and subsequently measured in accordance with IFRS 9. Following the amendment to the EEH loan agreement described in Note 3(a), this liability was derecognized during the six months ended June 30, 2026.

F-10

B. Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for management of the Group’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.

		0-1 year				2-5 year
As of June 30, 2026
Trade payables			674				-
Lease liability			127				278
Other payables			857				-
Related parties			437				-
Long term loans			-				667
			2,095				945

		0-1 year				2-5 year
As of December 31, 2025
Trade payables			543				-
Lease liability			70				175
Other payables			406				-
Related parties			152				-
Convertible debenture			363				3,862
			1,534				4,037

F-11

C. Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The carrying amounts of the Company foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

		June 30, 2026				December 31, 2025
Assets
Euro			74				16
GBP			3,385				3,716
CAD			197				193

		June 30, 2026				December 31, 2025
Liability
Euro			5				-
GBP			581				686
CAD			134				24

Foreign currency sensitivity analysis

The Company is mainly exposed to the currency Euro, the currency of GBP and the currency of CAD.

The following table details the Company sensitivity to a 10 per cent increase and decrease in currency units against the relevant foreign currencies. 10 per cent is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10 per cent change in foreign currency rates.

		Euro								GBP								CAD
		June 30, 2026				December 31, 2025				June 30, 2026				December 31, 2025				June 30, 2026				December 31, 2025
Profit or loss			7				(4	)			280				(1,471	)			6				119
Equity			(7	)			(4	)			(280	)			1,471				(6	)			(119	)

D. Fair value measurements

The Company measures its convertible loan receivable (the “Primary Loan”) at fair value through profit or loss, classified within Level 3 of the fair value hierarchy. As of June 30, 2026 and December 31, 2025, the fair value of the Primary Loan was $ 2,409 and $2,285, respectively. The fair value was determined based on the cash flows expected to be derived from the instrument, taking into account both the contractual cash repayment alternative and the conversion feature. The value of the contractual cash repayment alternative was determined based on the expected contractual cash flows, including principal and accrued interest, discounted at a rate 15%, over the remaining expected term. The net change in the fair value of the Primary Loan (including exchange rate differences) in the amount of $124 was recognized within financial income (expenses) for the period (see Note 3(a)).

Following the amendment to the EEH convertible loan agreement on January 13, 2026, the loan commitment liability in the amount of $258 was derecognized against financial income (see Note 3(a)).

The carrying amounts of the Company’s other financial assets and financial liabilities measured at amortized cost approximate their fair values due to their short-term maturities. There were no transfers between levels of the fair value hierarchy during the period.

F-12

NOTE 6 - SHARE CAPITAL

a. The share capital composed of common shares as follows:

		Number of common shares
		June 30, 2026				December 31, 2025
Issued (*)			14,909,979				11,362,352

(*) Retrospectively adjusted to reflect the reverse share splits effected on October 1, 2025 and February 18, 2026 (see Note 1(e)).

The Company has unlimited number of authorized common shares without par value.

The common shares confer upon their holders the following rights: (i) the right to vote in any general meeting of the Company, (ii) the right to receive dividends, if and when declared by the Board of Directors and (iii) the right to receive upon liquidation of the Company a sum equal to the nominal value of the share, and if a surplus remains, to receive such surplus, subject to the rights conferred on any class of shares which may be issued in the future.

b. On December 24, 2025, the Company entered into a debt settlement agreement with Nexera. Pursuant to the agreement, on December 31, 2025, the Company issued 1,700,802 common shares to Nexera at an aggregate fair value of approximately $2,463, in settlement of the related parties payable balance which was included in the Company’s consolidated statement of financial position as of September 30, 2025.

c. Contingent Right Shares - pursuant to the SPA, the Company is committed to issue additional common shares to Nexera up to 4,714,287 shares upon the achievement of certain milestones as detailed in note 1(a). On June 8, 2026, upon the listing of the Company’s common shares on Nasdaq, the first milestone was achieved and the Company issued 1,571,429 common shares to Nexera (see Note 3(d)).

d. On June 8, 2026, the Company issued 1,949,794 warrants as part of the Units issued upon the automatic conversion of the convertible debentures (see Note 3(e)). Each such warrant entitles its holder to purchase one common share at an exercise price of $1.862 per share, exercisable until August 21, 2030. As of June 30, 2026, 1,949,794 of these warrants were outstanding. These warrants are separate from the share options and RSUs granted to employees and consultants described in (f) below.

e. As of December 31, 2025, a total of 10,169 warrants were outstanding and fully exercisable at an exercise price of CAD 1.40 per option (approximately $0.98 per warrant). During 2026, 9,868 warrants were exercised in total consideration of $10.   As of June 30, 2026, a total of 301 warrants remained outstanding and exercisable at an exercise price of CAD 1.40 per option and are scheduled to expire in March 2027.

f. Share option - The Company has a share option plan (the “Previous Plan”) pursuant to which the Board of Directors may grant incentive share options to officers, directors, other employees and consultants. Under the Previous Plan, the Company may grant options to purchase up to 10% of the issued and outstanding common shares. Share options granted may not exceed a term of 10 years, and the term will be reduced to 1 year following the death of the optionee. All share options vest when granted unless otherwise specified by the Board of Directors.

As of December 31, 2025, a total of 41,429 share options were outstanding and fully exercisable at an exercise price of CAD 1.40 per option (approximately $0.98 per option).

During the period ended June 30, 2026, 16,536 share options were exercised in total consideration of $16. As of June 30, 2026, a total of 24,893 share options remained outstanding and exercisable at an exercise price of CAD 1.40 per option, these share options expired on July 7, 2026.

F-13

On July 21, 2025, the Company adopted a new equity incentive plan (the “New Plan”), which was approved by the shareholders on August 21, 2025 and replaces the Previous Plan. Under the New Plan, the Company may grant share options, restricted share units (“RSUs”) and performance-based awards to officers, directors, other employees, and consultants.

The New Plan is allowing the issuance of up to 1,904,479 common shares, which represented 20% of the issued and outstanding common shares as of the adoption date.

On September 15, 2025, the Company granted 139,287 RSUs to officers and members of the Board of Directors and 128,570 RSUs to consultants. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $2.32, based on the Company’s common share price on their grant date.

On November 8, 2025, the Company granted 42,857 RSUs to a consultant. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $2.85, based on the Company’s common share price on their grant date.

On June 22, 2026, the Company granted 30,000 RSUs to its CFO and 30,000 RSUs to a consultant, in connection with the completion of the Company’s listing on Nasdaq. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $2, based on the Company’s common share price on their grant date.

On June 30, 2026, the Company granted 42,857 RSUs to a consultant. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $1.01, based on the Company’s common share price on their grant date.

During the period ended June 30, 2026 and the year ended December 31, 2025, no RSUs vested, forfeited, or expired. The Company recorded an expense of $319 and $150, respectively, in respect of such grants, included in general and administrative expenses. As of June 30, 2026, unrecognized share-based compensation expense that will be recognized over the next 2 years is $425.

NOTE 7 - SEGMENTS

As of June 30, 2026, and 2025, the Company had one operating segment, sale of pest control products. Revenues are attributed to geographic areas based on location of the end customers as follows:

		Six months ended June 30,								Three months ended June 30,
		2026				2025				2026				2025
United Kingdom			6,218				4,412				3,624				2,341
France			320				263				144				127
Other Europe			818				248				435				156
Total revenues			7,356				4,923				4,203				2,624

All of the Company’s non-current assets (excluding financial instruments) are located in the United Kingdom.

F-14

NOTE 8 - TAXES ON INCOME

The Company is subject to Canadian federal and provincial corporate income tax at a combined statutory rate of 27%; its UK subsidiary, Fort, is subject to UK corporation tax at a rate of 25%.

a. Taxes on income included in the unaudited interim condensed consolidated statements of profit or loss:

		Six months ended June 30,								Three months ended June 30,
		2026				2025				2026				2025
Current taxes			3				-				2				-
Deferred taxes			55				1				39				(26	)
Tax expenses (income)			58				1				41				(26	)

NOTE 9 - RELATED PARTIES

Transactions and balances with related parties

		Six months ended June 30,								Three months ended June 30,
		2026				2025				2026				2025
Cost of revenues
Management fees (c1)			124				-				70				-
Sales and marketing
Management fees (c1)			96				-				56				-
General and administrative expenses:
Directors’ fees			42				12				21				6
Management fees (c1)			61				-				35				-
Professional services – CEO and CFO (c2)			78				-				47				-
Share-based payments to directors and officers (Note 6(f))			197				-				92				-
Other expenses:
Management fees (c1)			-				-				-				(45	)
Financial expenses:
Financial expenses on convertible debentures (c3)			139				-				152				-
Interest expenses on long term loans (c5)			13				-				10				-

F-15

Balances with related parties

		June 30,				December 31,
		2026				2025
Trade payables			121				46
Other payables (c2) (c3)			33				43
Related parties payable (c1)			437				152
Convertible debentures (c3)			-				1,457
Long term loans (including interest payable) (c5)			457				-

(c1)	On March 30, 2023, Fort entered into a service agreement with Nexera (the “Nexera Service Agreement”) pursuant to which Nexera will provide different services to Fort. The Nexera Service Agreement is for a period of 12 months starting March 2023 and renewed for additional successive 12 months period. On June 10, 2025, the Nexera Service Agreement was amended to extend the term of the agreement to March 9, 2026, and will automatically renew for additional successive 12-month periods unless terminated by mutual agreement or 60 days’ notice. On July 7, 2025, the Company entered into a service agreement with Nexera (the “Nexera Service Agreement”), pursuant to which Nexera provides various services to the Company. The Nexera Service Agreement is for a period of 12 months commencing in July 2025 and will automatically renew for additional successive 12-month periods unless terminated by either party upon 60 days’ prior notice. Fees under the Nexera Service Agreement are determined based on a transfer pricing study compliant with applicable laws.
(c2)	On July 7, 2025, the Company entered into a consulting agreement with Miga Consulting Ltd. (“Miga”), a company controlled by the Company’s Chief Executive Officer, pursuant to which Miga provides Chief Executive Officer services to the Company for a term of 24 months. Under the agreement, Miga is entitled to a monthly consulting fee of $4.75. On July 7, 2025, the Company entered into a consulting agreement with D.S. Blue White Assets (2006) Ltd. (“D.S.”), a company controlled by the Company’s Chief Financial Officer pursuant to which D.S. provides Chief Financial Officer services to the Company for a term of 24 months. Under the agreement, D.S. is entitled to a monthly consulting fee of $5.5. On June 8, 2026, in connection with the listing of the Company's common shares on Nasdaq, the Company engaged a new Chief Financial Officer for a monthly consulting fee of approximately $21. As of that date, D.S. ceased to provide Chief Financial Officer services and ceased to be a related party of the Company.
(c3)	In connection with the issuance of the convertible debentures in August 2025, which were converted into Units in June 2026 (see Note 3(e)), Nexera participated in the offering and acquired convertible debentures in an amount of approximately $1.6 million. In addition, one of the Company’s director participated in the offering and acquired convertible debentures in an amount of approximately $94 thousand on the same terms as the rest of the participants. Interest payables recorded in other payables.
(c4)	On November 8, 2025, the Company entered into a consulting agreement with Hike Capital Inc. (“Hike”), pursuant to which Hike will provide financial advisory and consulting services to the Company for a term of 24 months. Under the agreement, Hike is entitled to a monthly fee of CAD 5,000 (approximately $3.5), payable upon the effectiveness of the listing of the Company’s common shares on Nasdaq. In addition, on November 8, 2025, the Company granted to Hike 42,857 RSUs, see Note 6(f). The chief executive officer of Hike is the brother of one of the Company’s directors.
(c5)	On February 5, 2026, the Company entered into a loan agreement with Nexera for a loan of up to $450, bearing interest at 14% per annum, repayable by December 31, 2027 (see Note 3(c)). As of June 30, 2026, the outstanding principal amount under the loan was $443. Subsequent to June 30, 2026, the loan agreement was further amended (see Note 10).

F-16

NOTE 10 - SUBSEQUENT EVENTS

a. On August 11, 2026, the Company entered into a share transfer agreement with Logia USA Inc. (“Logia USA”), a Delaware corporation, and its founder and sole shareholder (the “Founder”), pursuant to which the Company will acquire 50.1% of the issued and outstanding shares of Logia USA in consideration for common shares of the Company with an aggregate value of $125, to be issued based on the average closing price of the Company’s common shares over the 14 trading days preceding the effective date. The agreement provides for an equity rebalancing mechanism under which, for a period of up to three years following closing, Logia USA will issue additional shares to the founder upon the achievement of cumulative sales thresholds of $50,000, $100,000, $150,000 and $250,000, subject to a minimum net profit margin of 20%, increasing the founder’s interest to 70%, 80%, 85% and 95%, respectively, with a corresponding reduction in the Company’s interest. Concurrently with closing, the Company will provide Logia USA with an unsecured credit facility of up to $2,000, to be advanced in eight tranches upon the achievement of defined operational and sales milestones, bearing interest at a rate of 6% per annum and repayable on the earlier of the third anniversary of the first advance and the effective date of the first rebalancing threshold. In addition, the founder will serve as chief executive officer of Logia USA under a consulting agreement providing, among other things, for share-based compensation of up to $2,500 in common shares of the Company, issuable upon the achievement of specified milestones and subject to continued engagement.   On August 11, 2026, in connection with the transactions contemplated by the share transfer agreement, the Company and Logia USA entered into a credit facility agreement (the “Credit Facility Agreement”) pursuant to which the Company agreed to provide Logia USA with a credit facility of up to $2.0 million. Advances under the facility are to be funded in tranches upon the achievement of specified operational and commercial milestones. Borrowings accrue interest at a rate of 6% per annum. The outstanding principal balance and accrued interest are due on the earlier of (i) the third anniversary of the initial advance and (ii) the occurrence of the first equity rebalancing event under the share transfer agreement. Upon the occurrence of certain events of default, the Company may require Logia USA to issue additional equity interests such that the Company would hold 85% of the outstanding equity interests of Logia USA following such issuance, subject to applicable corporate approvals and legal requirements. Following any such issuance, the Founder’s ownership interest would be correspondingly diluted and the equity rebalancing mechanism contained in the share transfer would be suspended for so long as the Company continues to hold 85% or more of the outstanding equity interests of Logia USA as a result of such issuance.   Closing is subject to customary conditions and is required to occur no later than October 1, 2026.

b. Subsequent to June 30, 2026, the loan agreement with Nexera (see Note 3(c)) was amended twice, increasing the maximum loan facility from $450 to $3,000. Subsequent to June 30, 2026, the Company drew an amount of $1,545 under the increased facility.

F-17

Exhibit 99.2

Fort Technology Inc.

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

(Expressed in US Dollars)

Prepared as of August 13, 2026

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

ABOUT THIS MD&A

The following management’s discussion and analysis (“MD&A”) of financial condition and results of operations of Fort Technology Inc. (the “Company” or “We”, previously “Impact Acquisitions Corp.”) should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2026, and the accompanying notes thereto (the “Consolidated Financial Statements”), which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). This MD&A has been prepared as of August 13, 2026, pursuant to the disclosure requirements under National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. Additional information relating to Fort Technology Inc. is available on SEDAR+ at http://www.sedarplus.ca and on EDGAR at http://www.sec.gov.

This MD&A was approved by the board of directors of the Company on August 13, 2026.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements which may constitute “forward-looking information” and “forward-looking statements” within the meaning of Canadian and U.S. securities law requirements (collectively, “forward-looking statements” or “FLS”) and include statements regarding the Company’s intentions, objectives, plans, expectations, assumptions and beliefs about future events, including Fort’s expectations with respect to the financial and operating performance of its business, its capital position, and future growth. In particular, FLSs in this MD&A include, among others, statements regarding: the Company’s dependence on the Amazon marketplace and the potential impact of changes in Amazon’s policies, algorithms and fee structures; the Company’s expected costs and obligations as a dual-listed issuer on the TSXV and Nasdaq; the completion of the pending acquisition of Logia USA Inc., the successful integration of its operations and the anticipated benefits of the acquisition; the Company’s liquidity requirements, working capital needs and access to additional sources of financing; and the impact of fluctuations in the GBP, EUR and CAD exchange rates relative to the U.S. dollar on the Company’s financial results and operations. These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these FLS, except as required under applicable securities legislation. FLS relates to future events or future performance and reflect Company management’s expectations or beliefs regarding future events. In certain cases, FLS can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including “may”, “future”, “expected”, “intends” and “estimates”. By their very nature FLS involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the FLS. The Company provides no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on FLS.

The Company’s anticipated future operations are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these FLS are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Such FLS are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements.

2

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

BUSINESS OVERVIEW

We are in the business of retail, selling consumer products, mainly manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industries. We sell our products to residential and commercial customers, primarily under our own brands, including Roshield, Entopest, Rempro and BirdGo, through the Amazon marketplaces in the U.K. and Europe (utilizing the FBA and FBM models) and through additional online channels. We operate under a white-label model, partnering with third-party manufacturers in China, the United Kingdom and Italy, and key components are assembled in our U.K. warehouses. As of the date of this MD&A, we sell our products in the U.K., France, Germany, and other countries in Europe, and we plan to expand our range of products and global presence to the U.S. in the near future (subject to receipt of regulatory approvals), including through the acquisition of Logia USA Inc. (see “Agreement to Acquire Logia USA Inc.” below).

When selling on Amazon, we utilize internal methodologies to analyze sales data and patterns on Amazon in order to identify existing stores, niches and products that have the potential for development and growth, as well as maximizing sales of our existing proprietary products. We also use our own skills, know-how and profound familiarity with Amazon’s algorithm and all the tools that the FBA platform has to offer. In some circumstances we scale the products and improve them.

The Company was incorporated pursuant to the provisions of the BCBCA on December 5, 2019. The Company was a Capital Pool Company (CPC) within the meaning of the policies of the TSX Venture Exchange. Effective April 30, 2026, the Company was continued from the Province of British Columbia into the Province of Ontario pursuant to applicable provincial corporate laws and now exists under the laws of the Province of Ontario pursuant to the Business Corporations Act (Ontario). The Company’s common shares are listed on the TSXV under the symbol “FORT.V” and commenced trading on March 11, 2022. On June 8, 2026, the Company’s common shares also commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FRTT”.

The Company’s wholly-owned subsidiary, Fort Products Limited (“Fort UK”), was incorporated under the laws of England and Wales on November 25, 2005, under the name Sussex P C S Limited, to become manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. In January 2020, Sussex P C S Limited changed the company name to Fort Products Limited and since then operated an e-commerce platform, mainly through Amazon marketplace.

Fort Products Limited sells its pest control products primarily under its own trademarks: Roshield, Entopest, Rempro and Birdgo. On March 9, 2023, Fort Products Limited was acquired by Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd.) (“Nexera”), a company incorporated in Israel and listed on the Nasdaq Capital Market under the symbol “NEXR”. Prior to the acquisition, Fort Products Limited’s sole market was UK, but since 2024, it started selling its products on other Amazon marketplaces, such as France, Germany, Netherlands, Spain, Italy, and Poland, and we plan to move also to Amazon.com in the future.

Recent Transactions

Fort Technology Inc. Share Purchase Agreement

On February 6, 2025, the Company entered into the Share Purchase Agreement with Nexera and Fort Products Limited, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Nexera sold all of the issued and outstanding shares of Fort Products Limited to us. The Acquisition closed on July 7, 2025. In connection with the consummation of Acquisition, we changed our name from “Impact Acquisitions Corp.” to “Fort Technology Inc.”. Pursuant to the Share Purchase Agreement, among other things, Nexera sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares (all reflecting the reverse share splits described below), each entitling the holder thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, representing a post-closing equity interest in us of 75.02% (or up to 83.29% in the event of the full achievement of the milestones). The contingent right shares are issuable to Nexera in three equal tranches of 1,571,429 common shares each upon the achievement of pre-determined milestones. Upon the completion of the Nasdaq listing on June 8, 2026, the first milestone was achieved and the Company issued 1,571,429 Contingent Right Shares to Nexera (see “Nasdaq Listing and Milestone Shares” below).

3

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

August 2025 Private Placement

On August 21, 2025, the Company closed a non-brokered private placement (the “August 2025 Private Placement”) of convertible debentures (the “August 2025 Convertible Debentures”) for gross proceeds of $3,630,476. The August 2025 Convertible Debentures will mature on August 21, 2027, and bear interest at 10% per annum, payable quarterly. At the option of the holder, the principal amount of the August 2025 Convertible Debentures is convertible into units (each a, “August 2025 Unit”), at any time from August 21, 2025 until August 21, 2027 at a price equal to $1.862 per August 2025 Unit (reflecting the reverse share splits). Each August 2025 Unit is comprised of one common share and one common share purchase warrant of the Company (the “August 2025 Warrants”). Each August 2025 Warrant will entitle the holder thereof to acquire one additional common share at an exercise price of $1.862 per common share until August 21, 2030. On December 31, 2025, the Company received irrevocable conversion notices from all holders of the August 2025 Convertible Debentures and, upon the effectiveness of the Nasdaq listing on June 8, 2026, the entire outstanding principal amount was automatically converted into Units (see “Automatic Conversion of the Convertible Debentures” below).

The Company engaged two finders (the “Finders”) in connection with the August 2025 Private Placement. In consideration for the services provided by the Finders, the Company paid to the Finders an aggregate of $153,702 and issued to the Finders 257,722 common shares at a price of $0.93 per common share (equivalent to 128,861 common shares after the reverse share splits). Nexera acquired an aggregate of 2,200 August 2025 Convertible Debentures for gross proceeds of $1,597,653. Mr. Asaf Itzhaik, a director of the Company, acquired an aggregate of 130 August 2025 Convertible Debentures for gross proceeds of $94,437. All such debentures were converted into Units in June 2026 together with those of all other holders (see below).

EEH Loan

On August 8, 2025, the Company entered into a loan agreement with EEH Ventures Limited (“EEH”) (the “Loan Agreement”), for an initial loan of £2,000,000 (the “Initial Loan”) and an additional amount of £1,000,000 will be made available by the Company 12 months from the date (the “Additional Loan”) (together, the “Loans”). The Loans will accrue interest at a rate of 7.5% per annum, calculated on a simple interest basis. EEH is required to repay the Loans, including all interest payable, within three years from the date of the Loan Agreement. The Company will have the right, but not the obligation, to convert the outstanding principal amount and all interest accrued on the Loans into the share capital of EEH as follows: (a) the Initial Loan and all accrued but unpaid interest on the Initial Loan may be converted into shares of EEH representing 19.9% of the issued and outstanding share capital of EEH on the date of conversion, on a fully diluted basis, and (b) the Additional Loan and all accrued but unpaid interest on the Additional Loan may be converted into shares of EEH representing 5.1% of the issued and outstanding share capital of EEH on the date of conversion, on a fully diluted basis (the “Conversion”). The Conversion will be subject to the approval of the TSXV. Pursuant to the Loan Agreement, Oxford Road Investments Limited (“Oxford”), an arm’s length third party company incorporated under the laws of England and Wales operating a business as an owner of an office building in London, United Kingdom and a subsidiary of EEH, agreed to grant the Company a charge over any and all funds, receivables, or other monetary recoveries received by Oxford from the sale, refinancing, or other disposition of its assets or undertakings, remaining after (i) full and final repayment of all amounts (including principal, interest, fees, and costs) owed to a senior lender of Oxford and (ii) payment of any other amounts required by law to have priority over our security. The Company and Oxford entered into a guaranty letter dated August 15, 2025.

On January 13, 2026, the Company entered into an amendment to the Loan Agreement. Under the amendment, the option to provide EEH with the Additional Loan of £1,000,000 was cancelled, and the conversion mechanism of the outstanding loan (the “Primary Loan”) was modified such that, upon conversion, the Company is entitled to receive EEH’s entire holding in Wigan Topco Limited (“Wigan”), representing 35.8% of Wigan’s issued share capital, instead of a right to convert the Primary Loan into 19.9% of EEH’s fully diluted share capital. As a result of the amendment, the Company derecognized the loan commitment liability in the amount of $258,000, which was recognized within financial income. The Primary Loan continues to be measured at fair value through profit or loss and is classified within Level 3 of the fair value hierarchy (see “Financial Instruments” below).

4

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

Reverse Share Splits

On October 1, 2025, the Company effected a one-for-seven (1-for-7) reverse share split of its issued and outstanding common shares (the “October Reverse Share Split”). As a result, every seven (7) shares of common shares issued and outstanding were combined into one common share.

On February 18, 2026, the Company effected a one-for-two (1-for-2) reverse share split of its issued and outstanding common shares (together with the October 2025 reverse share split, the “Reverse Share Splits”). As a result, every two (2) shares of common shares issued and outstanding were combined into one common share.

All outstanding securities entitling their holders to purchase common shares of the Company were adjusted pursuant to their terms as a result of the Reverse Share Splits. The Reverse Share Splits did not affect the number of common shares authorized for issuance. All share amounts, per share data and exercise prices have been adjusted retroactively within these Consolidated Financial Statements to reflect the Reverse Share Splits.

Nexera Loan

On February 5, 2026, we entered into a loan agreement with Nexera, as amended on April 23, 2026, pursuant to which Nexera agreed to make available to us a loan of up to $450,000 (the “Nexera Loan”). The Nexera Loan bears interest at a rate of 14% per annum, calculated on a simple interest basis, and is repayable, together with all accrued and unpaid interest, on or before December 31, 2027. We may elect to repay the loan, in whole or in part, at any time without penalty, premium, or any additional fee or payment. As of June 30, 2026, the outstanding principal amount under the Nexera Loan was $443,000. Subsequent to June 30, 2026, the Nexera Loan agreement was amended twice, increasing the maximum loan facility from $450,000 to $3,000,000. An amount of $1,545,000 was drawn under the increased facility subsequent to the period end.

Investor Loan

On April 9, 2026, we entered into a loan agreement with an investor for a loan of up to $450 thousand on terms similar to the Nexera Loan, except that amounts drawn bear interest at a rate of 10% per annum (the “Investor Loan”). As of June 30, 2026, the outstanding principal amount under the Investor Loan was $100,000.

Nasdaq Listing and Milestone Shares

On June 8, 2026, the Company’s common shares commenced trading on the Nasdaq Capital Market under the symbol “FRTT”. Upon completion of the listing, the first milestone under the Share Purchase Agreement was achieved and, accordingly, the Company issued 1,571,429 Contingent Right Shares to Nexera. The issuance of the Contingent Right Shares increased the number of common shares outstanding, with no effect on profit or loss or on total equity, as their effect was reflected in the accounting for the reverse recapitalization at the transaction date. Following the issuance of the Contingent Right Shares and the conversion of the convertible debentures described below, Nexera’s interest in the Company was 70.94% as of June 30, 2026.

5

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

Automatic Conversion of the Convertible Debentures

Upon the effectiveness of the Nasdaq listing on June 8, 2026, the entire outstanding principal amount of the August 2025 Convertible Debentures of $3,630,476 was automatically converted into 1,949,794 Units at a conversion price of $1.862 per Unit, in accordance with the irrevocable conversion notices received from all holders on December 31, 2025. Each Unit consists of one common share and one warrant; accordingly, the Company issued 1,949,794 common shares and 1,949,794 warrants. Each warrant entitles its holder to purchase one additional common share at an exercise price of $1.862 per share, exercisable until August 21, 2030. Through the conversion date, the Company recognized interest expense of $275,000 and amortization of discount of $118,000 in respect of the debentures. Upon conversion, the carrying amount of the debt component in the amount of $3,245,000 was transferred to equity, and the convertible debenture reserve of $185,000 was reclassified within equity, with no gain or loss recognized. The aggregate amount transferred to equity of $3,430,000 was allocated between common shares and additional paid-in capital ($2,066,000) and a warrant reserve ($1,364,000) based on the relative fair values of the common shares and the warrants comprising the Units.

Agreement to Acquire Logia USA Inc. (Subsequent to the Period)

On August 11, 2026, the Company entered into a share transfer agreement (the “Share Transfer Agreement”) with Logia USA Inc. (“Logia USA”), a Delaware corporation, and its founder and sole shareholder (the “Founder”), under which the Company will acquire 50.1% of the issued and outstanding shares of Logia USA in consideration for common shares of the Company with an aggregate value of $125,000, priced at the average closing price of the Company’s common shares over the 14 trading days preceding the effective date. The Share Transfer Agreement includes an equity rebalancing mechanism under which, for up to three years following closing, Logia USA will issue additional shares to the Founder upon the achievement of cumulative sales thresholds of $50 million, $100 million, $150 million and $250 million (at a net profit margin of at least 20%), increasing the founder’s interest to 70%, 80%, 85% and 95%, respectively, with a corresponding reduction of the Company’s interest. In addition, at closing the Founder will serve as chief executive officer of Logia USA under a consulting agreement providing an annual fee, a profitability-based bonus, and share-based compensation of up to $2.5 million in common shares of the Company, issuable in tranches upon the achievement of specified milestones and subject to continued engagement and a 9.99% beneficial ownership cap.

On August 11, 2026, in connection with the transactions contemplated by the Share Transfer Agreement, the Company and Logia USA entered into a credit facility agreement pursuant to which the Company agreed to provide Logia USA with a credit facility of up to $2.0 million. Advances under the facility are to be funded in tranches upon the achievement of specified operational and commercial milestones. Borrowings accrue interest at a rate of 6% per annum. The outstanding principal balance and accrued interest are due on the earlier of (i) the third anniversary of the initial advance and (ii) the occurrence of the first equity rebalancing event under the Share Transfer Agreement. Upon the occurrence of certain events of default, the Company may require Logia USA to issue additional equity interests such that the Company would hold 85% of the outstanding equity interests of Logia USA following such issuance, subject to applicable corporate approvals and legal requirements. Following any such issuance, the Founder’s ownership interest would be correspondingly diluted and the equity rebalancing mechanism contained in the share transfer would be suspended for so long as the Company continues to hold 85% or more of the outstanding equity interests of Logia USA as a result of such issuance.

Closing is subject to customary conditions and is required to occur no later than October 1, 2026.

6

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

SELECTED INFORMATION

The selected financial information provided below is derived from the Consolidated Financial Statements.

Summary of Statements of Financial Position

U.S. dollars in thousands		June 30, 2026				December 31, 2025				Explanation of material changes
Current Assets			4,977				4,772			Current assets increased by $205 thousand: cash and cash equivalents increased by $176 thousand (net of $11 thousand exchange differences), and trade receivables and other receivables increased by $122 thousand and $99 thousand, respectively, on the higher sales volume, partially offset by a decrease of $192 thousand in inventory.
Non-current Assets			2,942				2,720			Non-current assets increased primarily due to the recognition of a right-of-use asset in respect of the new warehouse lease, and an increase of $124 thousand in the convertible loan receivable (interest accrued of $101 thousand and a fair value revaluation gain of $64 thousand, less foreign exchange differences of $41 thousand), partially offset by a decrease of $55 thousand in the deferred tax asset (utilization against current-period taxable income) and by depreciation of property and equipment and of right-of-use assets.
Total Assets			7,919				7,492
Current liabilities			2,068				1,414			Current liabilities increased mainly due to an increase of $451 thousand in other payables, an increase of $285 thousand in related parties payable under the Nexera service agreements, higher trade payables ($131 thousand) and the current portion of the new lease liability, partially offset by the derecognition of the loan commitment liability following the amendment to the EEH loan agreement.
Non-current liabilities			810				3,285			Non-current liabilities decreased primarily due to the automatic conversion of the convertible debentures ($3,127 thousand as of December 31, 2025) into Units upon the Nasdaq listing, partially offset by the recognition of long-term loans from Nexera and an investor in the amount of $559 thousand (including accrued interest) and the non-current portion of the new lease liability.
Total liabilities			2,878				4,699
Shareholders’ equity			5,041				2,793			Shareholders’ equity increased due to the conversion of the convertible debentures into equity ($3,245 thousand transferred from the debt component), share-based compensation of $319 thousand and the exercise of warrants and options ($26 thousand), partially offset by the net loss for the period of $1,342 thousand.

7

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

Summary of statements of loss

		Six months ended June 30,
U.S. dollars in thousands (except share and per share information)		2026				2025
Revenues		$	7,356				4,923
Cost of sales		$	5,994				4,368
Gross Profit		$	1,362				555
Sales and marketing		$	914				371
General and administrative		$	1,777				245
Operating profit (loss)		$	(1,329	)			(61	)
Financial expenses, net		$	(45	)			34
Loss before taxes		$	(1,284	)			(95	)
Tax expenses		$	58				1
Net loss for the period		$	(1,342	)			(96	)
Loss per common share (basic and diluted)		$	(0.11	)			(0.01	)

Revenues

Our revenues consist of revenue derived from sales mainly on Amazon. The following table discloses the breakdown of our revenues, cost of sales and gross profit for the periods set forth below:

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Revenues		$	7,356				4,923
Cost of sales		$	5,994				4,368
Gross profit		$	1,362				555

Our revenues for the six months ended June 30, 2026, were $7,356 thousand, compared to $4,923 thousand for the six months ended June 30, 2025, an increase of $2,433 thousand, or 49%. The increase was primarily volume-driven: the number of units sold on the Amazon marketplaces increased by approximately 56%, partially offset by a lower average selling price per unit, reflecting a higher share of lower-priced product categories (primarily traps) and increased promotional activity. Revenue growth was led by the United Kingdom, our principal market ($6,218 thousand compared to $4,412 thousand, an increase of 41%), together with accelerated growth across the other European marketplaces, primarily Germany (revenues attributed to Other Europe were $818 thousand compared to $248 thousand); revenues attributed to France increased by 22% to $320 thousand.

Cost of revenues

Our cost of revenues consists of the purchase of finished goods and change in inventory, sales fulfillment commissions to Amazon, freight and storage and wages, salaries and related expenses.

8

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

The following table discloses the breakdown of the cost of revenues for the periods set forth below:

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Purchases and changes in inventory		$	2,296				1,595
Sales fulfillment commissions		$	3,026				2,295
Freight		$	225				279
Storage		$	19				32
Wages, salaries and related expenses		$	312				136
Packing Supplies		$	49				31
Other		$	67				-
Total		$	5,994				4,368

Sales fulfillment commissions for the six months ended June 30, 2026, amounted to $3,026 thousand, or approximately 41% of revenues, compared to $2,295 thousand, or approximately 47% of revenues, for the six months ended June 30, 2025. While the absolute amount increased with the higher sales volume, the total Amazon fee rate as a percentage of sales improved by approximately six percentage points compared to the comparable period, driven primarily by reductions in Amazon referral fee rates in the United Kingdom and Europe effective from January 2026, while fulfilment fees increased broadly in line with the higher sales volume.

Purchases of finished goods and changes in inventory for the six months ended June 30, 2026, amounted to $2,296 thousand, or approximately 31% of revenues, compared to $1,595 thousand (approximately 32% of revenues) for the six months ended June 30, 2025. The ratio of purchases to revenues reflects the product mix described above. During the period, we continued to shift our sourcing toward U.K. suppliers: purchases from U.K. suppliers represented approximately 71% of finished-goods purchases, compared to approximately 48% in the comparable period, while purchases from Chinese suppliers decreased to approximately 29% of purchases, compared to approximately 52%.

Freight expenses for the six months ended June 30, 2026, amounted to $225 thousand, compared to $279 thousand for the six months ended June 30, 2025, and storage expenses amounted to $19 thousand, compared to $32 thousand. The decrease primarily reflects the shift of sourcing toward U.K. suppliers described above, despite the increase in sales.

Wages, salaries and related expenses included in cost of revenues for the six months ended June 30, 2026, amounted to $312 thousand, compared to $136 thousand for the six months ended June 30, 2025. The increase is due to the change in the transfer pricing allocation method resulting from the new transfer pricing study conducted in the third quarter of 2025, which increased the salary expenses allocated to cost of revenues.

Gross Profit

Our gross profit for the six months ended June 30, 2026, was $1,362 thousand (a gross margin of 18.5%), compared to $555 thousand (a gross margin of 11.3%) for the six months ended June 30, 2025, an increase of $807 thousand, or 145%. The improvement was primarily driven by the lower Amazon fee rate as a percentage of sales and by operating leverage on the higher sales volume, partially offset by the lower average selling price per unit.

Operating Expenses

Our current operating expenses consist of three components: sales and marketing expenses, general and administrative expenses and other expenses.

Sales and marketing Expenses

Our sales and marketing expenses consist primarily of Amazon advertising costs, consultants and other sales and marketing expenses.

9

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Advertising		$	617				348
Wages, salaries and related expenses		$	92				-
Professional services		$	200				-
Other		$	5				23
Total		$	914				371

Sales and marketing expenses for the six months ended June 30, 2026, amounted to $914 thousand, compared to $371 thousand for the six months ended June 30, 2025, an increase of $543 thousand, or 146%. The increase was mainly attributable to a $269 thousand increase in advertising costs, with total advertising expenses of $617 thousand incurred on Amazon marketplaces, representing approximately 8.4% of revenues, professional and consulting services expenses of $200 thousand, and wages, salaries and related expenses of $92 thousand allocated under the transfer pricing methodology.

General and Administrative Expenses

Our general and administrative expenses consist primarily of professional service, facilities, depreciation and amortization and other general and administrative expenses.

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Directors’ fees		$	42				12
Professional services		$	1,213				86
Share-based payments		$	319				-
Maintenance		$	2				52
Depreciation and amortization		$	-				48
IT software and consumables		$	-				4
Wages, salaries and related expenses		$	59				-
Other		$	142				43
Total		$	1,777				245

General and administrative expenses for the six months ended June 30, 2026, amounted to $1,777 thousand, compared to $245 thousand for the six months ended June 30, 2025, an increase of $1,532 thousand. The increase is mainly attributable to professional services of $1,213 thousand (audit, legal, consulting and advisory fees, largely in connection with the listing of the Company’s common shares on Nasdaq and with operating as a dual-listed public company), share-based payments of $319 thousand in respect of RSU grants, directors’ fees of $42 thousand, wages, salaries and related expenses of $59 thousand and other expenses of $142 thousand, which include costs related to the listing on Nasdaq.

10

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

Operating Loss

Our operating loss for the six months ended June 30, 2026, was $1,329 thousand, compared to an operating loss of $61 thousand for the six months ended June 30, 2025. The increase in the operating loss reflects the higher general and administrative and sales and marketing expenses described above, partially offset by the increase in gross profit.

Financial expenses

Financial expenses consist of foreign currency exchange differences, mainly between USD, GBP, EUR and CAD, interest, discount amortization and bank fees.

a. Finance expenses, net:

		Six months ended June 30,
		2026				2025
		U.S. dollars in thousands
Finance income:
Fair value gain on convertible loan receivable			64				-
Interest income on convertible loan receivable			101				-
Derecognition of loan commitment liability			258				-
Total finance income			423				-
Finance expense:
Exchange rate differences			62				30
Bank fees			10				4
Interest expenses			173				-
Discount amortization expenses on convertible debenture			118				-
Other finance expenses			15				-
Total finance expenses			378				34
Finance expense (income), net			(45	)			34

Our net financial income was $45 thousand for the six months ended June 30, 2026, compared to net financial expenses of $34 thousand for the six months ended June 30, 2025. Financial income of $423 thousand reflects the derecognition of the loan commitment liability of $258 thousand following the amendment to the EEH loan agreement, together with interest income of $101 thousand and a fair value revaluation gain of $64 thousand on the Primary Loan. Financial expenses of $378 thousand primarily reflect interest and amortization of discount on the convertible debentures through the conversion date on June 8, 2026, interest on the Nexera Loan and the Investor Loan, exchange rate differences and bank fees.

Net profit

Our net loss for the six months ended June 30, 2026, was $1,342 thousand, compared to a net loss of $96 thousand for the six months ended June 30, 2025. The increase reflects the costs associated with the Nasdaq listing and with operating as a dual-listed public company, share-based payments and tax expenses of $58 thousand (primarily deferred, reflecting the utilization of the deferred tax asset against current-period taxable income in the U.K.), partially offset by the increase in gross profit of $807 thousand and by the net financial income described below.

11

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, the Company had cash and cash equivalents of $781 thousand and working capital of $2,909 thousand (current assets of $4,977 thousand less current liabilities of $2,068 thousand). Management believes that the Company’s cash on hand, together with expected cash flows from operations and, if required, through raising funds from existing shareholders and/or outside potential investors and financial support available from Nexera, its largest shareholder, will be sufficient to support the Company’s operations and meet its obligations as they fall due for a period of at least twelve months from the date of this MD&A (see Note 1(d) to the Consolidated Financial Statements).

Summary of Statements of cash flows

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Net cash used in operating activities		$	(297	)			(39	)
Net cash used in investing activities		$	(12	)			(6	)
Net cash from (used in) financing activities		$	496				(33	)
Net increase (decrease) in cash and cash equivalents		$	187				(78	)

Cash Flows from Operating Activities

During the six months ended June 30, 2026, we had negative cash flow from operations in the amount of $297 thousand, compared to negative cash flow of $39 thousand for the six months ended June 30, 2025.

Our net cash used in operating activities in the period consists primarily of the net loss of $1,342 thousand, offset by non-cash items of $207 thousand (primarily share-based payments of $319 thousand and amortization of discount on the convertible debentures of $118 thousand, net of non-cash financial income items) and by changes in working capital of $838 thousand (primarily an increase of $582 thousand in trade payables and other payables, an increase of $285 thousand in related parties payable and a decrease of $192 thousand in inventory, partially offset by an increase of $221 thousand in trade and other receivables).

Cash Flows from Investing Activities

During the six months ended June 30, 2026, we had negative cash flow from investing activities in the amount of $12 thousand, consisting of initial direct costs capitalized to the right-of-use asset of the new warehouse lease, compared to negative cash flow of $6 thousand (purchase of property and equipment) for the six months ended June 30, 2025.

Cash Flows from Financing Activities

During the six months ended June 30, 2026, we had positive cash flow from financing activities in the amount of $496 thousand, compared to negative cash flow of $33 thousand for the six months ended June 30, 2025.

Our net cash from financing activities consists of proceeds from the long-term loans from Nexera and an investor of $543 thousand and proceeds from the exercise of warrants and options of $26 thousand, partially offset by lease payments of $73 thousand.

Equity Investments

During the period ended June 30, 2026, 16,536 share options were exercised for total proceeds of $16 thousand, leaving 24,893 share options outstanding as of June 30, 2026 at an exercise price of CAD 1.40 per option; these options expired on July 7, 2026. In addition, 9,868 warrants were exercised during the period for total proceeds of $10 thousand, leaving 301 warrants outstanding as of June 30, 2026 at an exercise price of CAD 1.40 per warrant, scheduled to expire in March 2027.

12

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

On September 15, 2025, the Company granted 139,287 RSUs to officers and members of the Board of Directors and 128,570 RSUs to consultants, and on November 8, 2025, the Company granted 42,857 RSUs to a consultant. On June 22, 2026, the Company granted 30,000 RSUs to its Chief Financial Officer and 30,000 RSUs to a consultant, in connection with the completion of the listing on Nasdaq. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares; 50% of each grant vests after one year and the remaining 50% vests in four tranches over the second year from the grant date. During the six months ended June 30, 2026, the Company recorded an expense of $319 thousand in respect of these grants, included in general and administrative expenses. As of June 30, 2026, unrecognized share-based compensation expense of $425 thousand will be recognized over the next two years.

CONTRACTUAL OBLIGATIONS

As of June 30, 2026, the Company’s contractual obligations consist primarily of lease liabilities of $351 thousand in respect of its warehouse facilities, of which $100 thousand is due within one year, and long-term loans from Nexera and an investor of $559 thousand, including accrued interest, repayable by December 31, 2027, in addition to trade payables and other payables in the ordinary course of business. Subsequent to the period end, the Company entered into the Logia USA agreements described above, including a commitment to provide Logia USA with a credit facility of up to $2.0 million against defined milestones.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered any off-balance sheet transactions that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company.

RISKS AND UNCERTAINTIES

The Company’s business is subject to risks and uncertainties, including, among others, reliance on the Amazon marketplace and changes in Amazon’s policies, algorithms and fee structures, reliance on third-party manufacturers and cross-border supply chains, product liability and regulatory requirements applicable to pest control products, fluctuations in the GBP, EUR and CAD exchange rates against the U.S. dollar, the Company’s obligations and costs as a dual-listed issuer on the TSXV and Nasdaq, and the completion and integration of the pending acquisition of Logia USA Inc. A comprehensive description of the risk factors applicable to the Company is included in the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s registration statement on Form 20-F (File No. 001-43178), as amended, as filed with the SEC on May 1, 2026 or the Company’s publicly filed documents which are available on SEDAR+ at www.sedarplus.ca.

SUMMARY OF MATERIAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The preparation of the Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the Consolidated Financial Statements, and the reported amount of expenses during the reporting period. Actual results may vary from the current estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in income in the year in which such adjustments become known.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The Company has not changed any accounting policy during the six-month period ended June 30, 2026. Amendments to IFRS 9 and IFRS 7, Classification and Measurement of Financial Instruments, and Annual Improvements to IFRS Accounting Standards – Volume 11, became effective on January 1, 2026 and were applied for the first time in these Consolidated Financial Statements, with no material impact on the Consolidated Financial Statements. All the accounting policies (including accounting policies that were initially adopted) are described in Note 3 to the Annual Consolidated Financial Statements.

13

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

RELATED PARTY TRANSACTIONS

The Company’s key management personnel consist of those people having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that its key management personnel consist of members of the board of directors and executive officers (currently the Company’s CEO and CFO).

Transactions and balances with related parties

		Six months ended June 30,
U.S. dollars in thousands		2026				2025
Cost of revenues
Management fees (a1)			124				-
Sales and marketing
Management fees (a1)			96				-
General and administrative expenses:
Directors’ fees			42				12
Management fees (a1)			61				-
Professional services – CEO and CFO (a2)			78				-
Share-based payments to directors and officers			197				-
Financial expenses:
Interest expenses on convertible debentures (a3)			139				-
Interest expenses on long-term loans (a5)			13				-

Balances with related parties

		June 30,				December 31,
U.S. dollars in thousands		2026				2025
Trade payables			121				46
Other payables (a2) (a3)			33				43
Related parties payable (a1)			437				152
Convertible debentures (a3)			-				1,457
Long term loans, including accrued interest (a5)			457				-

(a1) On March 30, 2023, Fort entered into a service agreement with Nexera (the “Nexera Service Agreement”) pursuant to which Nexera will provide different services to Fort. The Nexera Service Agreement is for a period of 12 months starting March 2023 and renewed for additional successive 12 months period. On June 10, 2025, the Nexera Service Agreement was amended to extend the term of the agreement to March 9, 2026, and will automatically renew for additional successive 12-month periods unless terminated by mutual agreement or 60 days’ notice.   On July 7, 2025, the Company entered into a service agreement with Nexera (the “Nexera Service Agreement”), pursuant to which Nexera provides various services to the Company. The Nexera Service Agreement is for a period of 12 months commencing in July 2025 and will automatically renew for additional successive 12-month periods unless terminated by either party upon 60 days’ prior notice. Fees under the Nexera Service Agreement are determined based on a transfer pricing study compliant with applicable laws.

14

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

(a2)	On July 7, 2025, the Company entered into a consulting agreement with Miga Consulting Ltd. (“Miga”), a company controlled by the Company’s Chief Executive Officer, pursuant to which Miga provides Chief Executive Officer services to the Company for a term of 24 months. Under the agreement, Miga is entitled to a monthly consulting fee of $4.75. On July 7, 2025, the Company entered into a consulting agreement with D.S. Blue White Assets (2006) Ltd. (“D.S.”), a company controlled by the Company’s Chief Financial Officer pursuant to which D.S. provides Chief Financial Officer services to the Company for a term of 24 months. Under the agreement, D.S. is entitled to a monthly consulting fee of $5.5. On June 8, 2026, in connection with the listing of the Company’s common shares on Nasdaq, the Company engaged a new Chief Financial Officer for a monthly consulting fee of approximately $21.5 thousand. As of that date, D.S. ceased to provide Chief Financial Officer services and ceased to be a related party of the Company.
(a3)	In connection with the issuance of the convertible debentures in August 2025, which were converted into Units in June 2026 (see Note 3(e)), Nexera participated in the offering and acquired convertible debentures in an amount of approximately $1.6 million. In addition, one of the Company’s director participated in the offering and acquired convertible debentures in an amount of approximately $94 thousand on the same terms as the rest of the participants. Interest payables recorded in other payables.
(a4)	On November 8, 2025, the Company entered into a consulting agreement with Hike Capital Inc. (“Hike”), pursuant to which Hike will provide financial advisory and consulting services to the Company for a term of 24 months. Under the agreement, Hike is entitled to a monthly fee of CAD 5,000 (approximately $3.5), payable upon the effectiveness of the listing of the Company’s common shares on Nasdaq. In addition, on November 8, 2025, the Company granted to Hike 42,857 RSUs, see Note 6(f). The chief executive officer of Hike is the brother of one of the Company’s directors.
(a5)	On February 5, 2026, the Company entered into a loan agreement with Nexera for a loan of up to $450, bearing interest at 14% per annum, repayable by December 31, 2027 (see Note 3(c)). As of June 30, 2026, the outstanding principal amount under the loan was $443. Subsequent to June 30, 2026, the loan agreement was further amended (see Note 10).

OUTSTANDING SHARE DATA

A summary of the number of the Company’s issued and outstanding equity instruments is as follows:

		June 30, 2026				Date of this MD&A
Common shares issued and outstanding (1)			14,909,979				14,909,979
Contingent Right Shares (milestones 2 and 3) (5)			3,142,858				3,142,858
Common share purchase warrants (2)			301				301
Equity incentive share options (3)			24,893				-
Convertible debenture warrants (4)			1,949,794				1,949,794
Restricted Stock Units (6)			370,714				413,570

Notes:

(1) Authorized: Unlimited common shares without par value.

(2) Each warrant entitled the holder thereof to acquire one common share at an exercise price of CAD 1.40 per warrant until March 2027.

(3) Each share option entitles the holder thereof to acquire one common share at an exercise price of CAD 1.40 per option. The 24,893 options outstanding as of June 30, 2026 expired on July 7, 2026.

(4) Issued as part of the Units upon the automatic conversion of the convertible debentures. Each warrant entitles the holder thereof to acquire one common share at an exercise price of $1.862 per share until August 21, 2030.

(5) Issuable to Nexera, for no additional consideration, in two remaining tranches of 1,571,429 common shares each upon the achievement of the second and third milestones under the Share Purchase Agreement.

(6) Granted under the Company’s equity incentive plan. Upon vesting, exchangeable into common shares on a one-for-one basis (see “Equity Investments” above).

15

Management’s Discussion and Analysis

For the six-month period ended June 30, 2026

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, the convertible loan receivable, trade payables, other payables, lease liabilities, related parties payable and long-term loans. Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

- Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

- Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

- Level 3 - Inputs that are not based on observable market data.

The fair value of the Company’s cash and cash equivalents, trade receivables, other receivables, trade payables, other payables, lease liabilities, related parties payable and long-term loans approximate their carrying value, which is the amount recorded on the statement of financial position.

The Company measures the Primary Loan (the convertible loan receivable) at fair value through profit or loss, classified within Level 3 of the fair value hierarchy. As of June 30, 2026 and December 31, 2025, the fair value of the Primary Loan was $2,409 thousand and $2,285 thousand, respectively. There were no transfers between levels of the fair value hierarchy during the period.

The Company’s financial instruments expose it to certain financial risks, including liquidity risk and currency exchange risk:

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Foreign currency risk management

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The functional currency of the Company and its subsidiaries is US dollar, and, as such, the Company is exposed to currency exchange risk due to fluctuations in foreign exchange rates against GBP, Euro and Canadian dollar.

A summary of the Great British Pound (GBP), Euro (EUR) and Canadian dollar (CAD) exchange rates against the US dollar (USD) is as follows:

Currency		June 30, 2026				June 30, 2025				December 31, 2025
USD/GBP			0.756				0.729				0.744
USD/GBP Average			0.744				0.772				0.759
USD/EUR			0.877				0.853				0.852
USD/ EUR Average			0.858				0.916				0.886
USD/CAD			1.424				1.367				1.371
USD/CAD Average			1.378				1.410				1.398

16

Exhibit 99.3

Nexera Technologies: Subsidiary Fort Technology Signs Agreements to Acquire Majority Stake in Logia USA - Fuel Integrity Solutions for Data Centers Company

Nexera holds approximately 70.82% of the issued and outstanding common shares of Fort Technology, valued at approximately US$13.6 million

Tel Aviv, Israel, Aug. 12, 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 its majority-owned subsidiary, Fort Technology Inc. (TSXV: FORT) (NASDAQ: FRTT) (“Fort”) in which the Company holds approximately 70.82% of the issued and outstanding common shares, valued at approximately US$13.6 million, has entered into definitive agreements (the “Agreements”) with Logia USA Inc. (“Logia USA”) and Yair Harel, the founder and sole shareholder of Logia USA, to acquire 50.1% of Logia USA, a company focused on advanced fuel integrity solutions for data centers and other mission-critical facilities in the United States.

Under the Agreements, Fort will acquire 50.1% of Logia USA in exchange for the issuance of Fort common shares valued at approximately US$125,000. Concurrently, Logia USA will enter into an exclusive U.S. license agreement with Logia Israel Ltd. for automated fuel maintenance and integrity systems, and Fort will provide Logia USA with a credit facility of up to US$2 million to support U.S. market entry and growth. The Agreements also provide for performance-based equity rebalancing and milestone-linked compensation.

Closing is expected to occur on or about October 1, 2026, subject to the satisfaction or waiver of customary conditions, including TSX Venture Exchange approval.

For the full Fort Technology PR: https://finance.yahoo.com/markets/stocks/articles/fort-technology-signs-agreements-acquisition-120000335.html

About Nexera Technologies Ltd

Nexera Technologies Ltd operates, through its subsidiaries, in the fields of advanced technologies for the global homeland security, or 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 expected timing and completion of Fort’s acquisition of a 50.1% interest in Logia USA, the satisfaction of the closing conditions, including receipt of TSX Venture Exchange approval, the establishment and funding of the credit facility, Logia USA’s entry into and growth in the U.S. market, the achievement of performance milestones and the anticipated benefits of the transaction. 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

3 documents

Press Releases

• EX-99.1 UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF FORT TECHNOLOGY INC. FOR 250.1 KB
• EX-99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FORT TECHNOLOGY INC. FOR THE SIX MONTHS 151.9 KB
• EX-99.3 PRESS RELEASE ISSUED BY NEXERA TECHNOLOGIES LTD, DATED AUGUST 12, 2026, TITLED " 11.8 KB