Convertible note and warrant financing support Nexera (NEXR) AI strategy

Rhea-AI Filing Summary

Nexera Technologies Ltd issued a new convertible promissory note with a principal amount of $1,750,000 to an institutional investor, alongside a warrant for up to 1,119,098 ordinary shares. Nexera received a cash purchase price of $1,575,000 and plans to use net proceeds for working capital and general corporate purposes.

The note matures 28 months after issuance, carries a 4% annual interest rate (rising to 14% on default), and can be converted at the lower of a fixed $1.73 price or 88% of a 20‑day volume‑weighted average price, subject to a $0.346 floor and a 4.99% beneficial ownership cap. The warrant is immediately exercisable at $1.56376 per share for 5.5 years.

The company may still issue up to $90,750,000 in additional notes under its existing $100,000,000 facility. The filing also notes that majority‑owned subsidiary Fort Technology Inc. continued its corporate jurisdiction to Ontario while remaining listed on the TSX Venture Exchange, and that Nexera’s KeepZone AI unit launched VocentraAI, an AI‑powered real‑time decision support platform for voice communications.

Insights

Capital structure and credit analyst

Nexera adds $1.75M convertible debt with equity-linked features and capped ownership.

Nexera Technologies raised financing through a $1,750,000 convertible promissory note sold for $1,575,000, plus a warrant for 1,119,098 shares. This structure blends debt and potential future equity, with interest at 4% and a 28‑month maturity, providing near‑term liquidity.

The conversion terms use the lower of a fixed $1.73 price or 88% of a 20‑day volume‑weighted average, with a $0.346 floor. This gives the holder downside protection while limiting extreme price-based dilution via the floor and a 4.99% beneficial ownership cap.

Nexera still has up to $90,750,000 of capacity under the $100,000,000 facility, so future issuances could further affect leverage and potential dilution. In parallel, the launch of VocentraAI signals ongoing investment in AI-based products, whose commercial traction will be reflected in subsequent financial filings.

Key Figures

Convertible note principal: $1,750,000 Cash purchase price: $1,575,000 SPA total capacity: $100,000,000 +5 more

8 metrics

Convertible note principal $1,750,000 Principal amount of Fourth Promissory Note issued May 10, 2026

Cash purchase price $1,575,000 Cash paid by holder, equal to 90% of principal amount

SPA total capacity $100,000,000 Aggregate principal amount available under Securities Purchase Agreement

Remaining SPA amount $90,750,000 Subscription amount still available as of this issuance

Warrant shares 1,119,098 shares Maximum ordinary shares purchasable under new warrant

Warrant exercise price $1.56376 per share Immediate exercise price for warrant, term 5.5 years

Note interest rate 4% (14% on default) Annual interest on Fourth Promissory Note; higher rate during default

Conversion fixed and floor prices $1.73 fixed; $0.346 floor Fixed conversion price and minimum floor for variable price

Key Terms

convertible promissory note, Securities Purchase Agreement, Floor Price, beneficial ownership, +2 more

6 terms

convertible promissory note financial

"issued to an institutional investor (the “Holder”) a convertible promissory note (the “Fourth Promissory Note”)"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Securities Purchase Agreement financial

"pursuant to the previously reported Securities Purchase Agreement, dated as of June 26, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Floor Price financial

"provided that such Variable Price may not be lower than $0.346 per Ordinary Share (the “Floor Price”)"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

beneficial ownership financial

"may not result in the Holder’s beneficial ownership of Ordinary Shares after giving effect to such conversion exceeding 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

resale registration statement regulatory

"conditioned upon, and shall become due and payable upon, the Company’s filing of a resale registration statement with the Securities and Exchange Commission"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

TSX Venture Exchange market

"The common shares of Fort Technology continue to be listed on the TSX Venture Exchange (the “TSXV”)"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number: 001-41482

NEXERA TECHNOLOGIES LTD

(Translation of registrant’s name into English)

7 Mezada St.

Bnei Brak, Israel 5126112

(Address of principal executive offices)

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

Form 20-F ☒          Form 40-F ☐

CONTENTS

Convertible Promissory Note and Warrant

 On May 10, 2026 (the “Issuance Date”), Nexera Technologies Ltd (the “Company” or “Nexera”) issued to an institutional investor (the “Holder”) a convertible promissory note (the “Fourth Promissory Note”) in the principal amount of $1,750,000 (the “Principal Amount”), for a purchase price in cash of $1,575,000 (equal to 90% of the Principal Amount). The Fourth Promissory Note was issued pursuant to the previously reported Securities Purchase Agreement, dated as of June 26, 2025 (the “SPA”), by and between the Company and the Holder, pursuant to which the Company may issue and sell, from time to time, convertible promissory notes (the “Promissory Notes”) in an aggregate principal amount of up to $100,000,000 (the “Subscription Amount”). The Company is not obligated to utilize any of the remaining Subscription Amount available under the SPA, which as of the date hereof is $90,750,000, and there are no minimum commitments or minimum use penalties.

On May 10, 2026, the Company entered into a second addendum to the SPA (the “Second Addendum”), pursuant to which the Company agreed to issue to the Holder, a warrant to purchase up to such number of Ordinary Shares representing 100% of the maximum number of Ordinary Shares issuable pursuant to the terms of the Promissory Note purchased by the Holder on May 10, 2026.

On May 10, 2026, Nexera issued to the Holder a warrant to purchase up to 1,119,098 Ordinary Shares (the “Warrant”), representing 100% of the maximum number of Ordinary Shares issuable pursuant to the Fourth Promissory Note. The Warrant was exercisable immediately upon issuance at an exercise price of $1.56376 per Ordinary Share (subject to certain anti-dilution and share combination event protections) and has a term of 5.5 years from the Issuance Date. The number of Ordinary Shares underlying the Warrant is subject to certain adjustments, as described in the Warrant.

The Company intends to use the net proceeds from the issuance of the Fourth Promissory Note and any additional net proceeds from the exercise of the Warrant, to the extent exercised in cash, for working capital and general corporate purposes.

The Fourth Promissory Note matures 28 months from the Issuance Date and is to be repaid, together with accrued and unpaid interest, in ten equal monthly payments, beginning on the eighteen month anniversary of the Issuance Date, unless earlier repaid (partially or in full) at the option of the Company, or extended at the option of the Holder in accordance with its terms. The Fourth Promissory Note accrues interest at annual rate of 4% (which will increase to 14% upon the occurrence and during the continuance of an event of default, as defined in the Fourth Promissory Note).

The Fourth Promissory Note is convertible (partially or in full) into the Company’s ordinary shares, no par value (the “Ordinary Shares”), at the option of the Holder, at any time after the Issuance Date, at a conversion price equal to the lower of (i) $1.73, which was the closing price of the Ordinary Shares on the Nasdaq Capital Market on May 8, 2026, the last trading day immediately prior to the Issuance Date (the “Fixed Price”), and (ii) 88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date of conversion (the “Variable Price”), provided that such Variable Price may not be lower than $0.346 per Ordinary Share (the “Floor Price”), which is equal to 20% of the Fixed Price; subject to certain adjustments as provided in the Fourth Promissory Note. The Holder’s option to convert the principal amount plus accrued and unpaid interest due under the Fourth Promissory Note at any time is subject to the limitation that the conversion may not result in the Holder’s beneficial ownership of Ordinary Shares after giving effect to such conversion exceeding 4.99% of the issued and outstanding Ordinary Shares.

1

The Fixed Price of any additional Promissory Notes to be issued pursuant to the SPA will be equal to the closing price of the Ordinary Shares on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Promissory Note, and the Floor Price will be equal to 20% of such Fixed Price. Under the Addendum the Company also agreed that the Holder’s obligation to pay the purchase price for any additional Promissory Notes issued on or following May 10, 2026 shall be conditioned upon, and shall become due and payable upon, the Company’s filing of a resale registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Ordinary Shares issuable pursuant to such Promissory Note.

The exercise of the Warrant constitutes the Holder’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (as defined in the Promissory Notes), if applicable, regardless of whether the aggregate value realized from the Warrant and/or the Ordinary Shares issued pursuant to the terms of the Fourth Promissory Note is less than the then outstanding Principal Amount, Interest, and, if applicable, the Payment Premium.

The Fourth Promissory Note and the Warrant were, and the Ordinary Shares issuable upon conversion or exercise, as applicable, thereof (the “Securities”) will be, issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act, or applicable state securities laws. Accordingly, the Securities may not be sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities law. Pursuant to the SPA and the Second Addendum, the Company has agreed to file a registration statement with the SEC to register the resale of the Ordinary Shares issuable upon conversion of the Fourth Promissory Note and upon exercise of the Warrant.

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

The descriptions of the Second Addendum, the Fourth Promissory Note and the Warrant set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively.

Fort Technology Inc. Corporate Jurisdiction

The Company hereby provides an update with respect to its majority-owned subsidiary, Fort Technology Inc. (TSXV: FORT) (“Fort Technology”). Effective as of May 4, 2026, Fort Technology completed the continuation of its jurisdiction of incorporation from the Province of British Columbia to the Province of Ontario, Canada. The common shares of Fort Technology continue to be listed on the TSX Venture Exchange (the “TSXV”) and remain subject to the rules and policies of the TSXV.

Press Release

On May 5, 2026, the Company issued a press release titled “Nexera: KeepZone AI Launches VocentraAI – AI-Powered Real-Time Decision Support Platform for Voice Communications” a copy of which is furnished as Exhibit 99.1 to this Form 6-K.

2

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 and File No. 333-293607) and Registration Statements on Form S-8 (File No. 333-269119, File No. 333-280459, File No. 333-291322 and File No. 333-295195), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed on April 1, 2026. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

3

EXHIBIT INDEX

Exhibit No.
4.1		Form of Fourth Convertible Promissory Note
4.2		Form of Warrant to Purchase Ordinary Shares of Nexera Technologies Ltd
10.1		Addendum No. 2 to Securities Purchase Agreement, dated May 10, 2026, by and between the Company and L.I.A. Pure Capital Ltd.
99.1		Press release issued by Nexera Technologies Ltd dated May 5, 2026, titled “Nexera: KeepZone AI Launches VocentraAI – AI-Powered Real-Time Decision Support Platform for Voice Communications”

4

SIGNATURES

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

	Nexera Technologies Ltd
	By:	/s/ Ronen Zalayet
	Name:	Ronen Zalayet
	Title:	Chief Financial Officer

Date: May 12, 2026

5

Exhibit 99.1

Nexera: KeepZone AI Launches VocentraAI – AI-Powered Real-Time Decision Support Platform for Voice Communications

Tel Aviv, Israel, May 05, 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 wholly-owned subsidiary, KeepZone AI Inc. (“KeepZone”), has officially launched VocentraAI, its new AI-powered real-time voice communication decision support system.

VocentraAI is the commercial product of the collaboration pursuant to the strategic white-label agreement announced on April 20, 2026. The platform delivers operational clarity in real-rime by processing every active transmission across all radio networks simultaneously, automatically identifying critical events, assessing risk levels and presenting commanders with a single unified operational picture.

“VocentraAI transforms command centers from drowning in radio noise to operating with instant clarity,” said Alon Dayan, Chief Executive Officer of KeepZone. “The goal for VocentraAI is to function as an autonomous digital officer that never sleeps - delivering decision support, not mere transcription. We believe this is a game-changer for homeland, emergency management, and critical infrastructure operators worldwide.”

Key Capabilities of VocentraAI

● All Channels Monitored - Real-time multi-channel radio processing;

● Real-Time Processing & Alerts - AI engine analyzes every transmission instantly;

● Zero Missed Transmissions - Automatic risk assessments and event prioritization;

● One Unified Dashboard - Single operational picture with geospatial context;

● Incident Layer - Automated logging, structured reports, and full audit trail;

● Flexible Deployment - Cloud SaaS (fully managed) or air-gapped on-premise; and

● Seamless Integration - Connects to any existing radio network with minimal infrastructure changes.

VocentraAI is designed for high-stakes environments including:

● Homeland Security Operations

● Municipal Emergency Management (police, fire, EMS)

● Critical Infrastructure protection (airports, seaports, energy facilities)

● Healthcare Security

VocentraAI is available now to qualified organizations and partners.

About Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd)

Nexera Technologies Ltd (formerly known as Jeffs’ Brands Ltd) operates, through its subsidiaries, in the fields of advanced technologies for the global homeland security sector and e-commerce:

● 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 – A legacy consumer products operations focused on pest control and remedial products, which was sold to Fort Technology Inc. (“Fort”) in July 2025 in exchange for a controlling equity interest. The Company has since reduced its stake in Fort while retaining control and strategic involvement in related e-commerce activities.

● E-commerce activities - Ongoing legacy operations in data-driven online retail (primarily Amazon Marketplace) through the Company’s other wholly-owned subsidiaries, including Smart Repair Pro and Top Rank.

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 commercial launch and anticipated capabilities of VocentraAI, the expected benefits and performance of the platform, including its ability to process real-time voice communications across all radio networks simultaneously, automatically identify critical events, assess risk levels, and deliver unified operational situational awareness; the anticipated market opportunity for VocentraAI across homeland security, emergency management, critical infrastructure, and healthcare security sectors; management’s belief that VocentraAI will function as an autonomous decision support platform capable of transforming command center operations and that the platform will represent a significant advancement for homeland security, emergency management, and critical infrastructure operators worldwide; the Company’s strategy to expand into the global homeland security sector through AI-driven solutions; and the Company’s ability to attract qualified organizations and partners to adopt VocentraAI. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow the Company’s brands and product offerings; the Company’s ability to meet its expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of conditions in Israel; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2026, and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact

Michal Efraty
Adi and Michal PR-IR
Investor Relations, Israel
michal@efraty.com 

FAQ

What financing did Nexera Technologies (NEXR) announce in this 6-K?

Nexera issued a convertible promissory note with a $1,750,000 principal amount to an institutional investor, receiving $1,575,000 in cash. It also granted a warrant for up to 1,119,098 ordinary shares, providing additional potential funding through warrant exercises.

What are the key terms of Nexera Technologies’ new convertible note?

The note matures in 28 months, bears 4% annual interest (rising to 14% upon default), and converts at the lower of $1.73 or 88% of a 20‑day volume‑weighted average price, with a $0.346 floor and a 4.99% beneficial ownership cap.

How large is Nexera Technologies’ remaining capacity under its $100M SPA?

Under its Securities Purchase Agreement, Nexera may issue additional promissory notes up to a total $100,000,000. After this financing, the remaining available subscription amount is $90,750,000, with no minimum draw obligations or related penalties disclosed here.

What are the main terms of Nexera’s new warrant issued with the note?

The warrant allows the holder to purchase up to 1,119,098 ordinary shares at an exercise price of $1.56376 per share. It was exercisable immediately on issuance and has a 5.5‑year term, subject to adjustment mechanisms described in the warrant.

How will Nexera Technologies (NEXR) use the proceeds from this financing?

Nexera intends to use net proceeds from the $1,750,000 note, and any cash proceeds from future warrant exercises, for working capital and general corporate purposes. This may support ongoing operations and product initiatives described in the filing.

What corporate change did Fort Technology Inc. make, and does it affect its listing?

Majority-owned subsidiary Fort Technology Inc. completed a continuation of its jurisdiction of incorporation from British Columbia to Ontario. Its common shares continue trading on the TSX Venture Exchange under existing rules and policies.

What is VocentraAI, the new platform launched by Nexera’s KeepZone AI unit?

VocentraAI is an AI-powered real-time voice communication decision support system. It processes simultaneous radio transmissions, identifies critical events, assesses risk levels, and presents a unified operational picture for command centers in homeland security, emergency management, and critical infrastructure environments.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY NEXERA TECHNOLOGIES LTD DATED MAY 5, 2026, TITLED "NEXER 19.5 KB

Agreements & Contracts

• EX-10.1 ADDENDUM NO. 2 TO SECURITIES PURCHASE AGREEMENT, DATED MAY 10, 2026, BY AND BETW 11.5 KB

Other Documents

• EX-4.1 FOURTH CONVERTIBLE PROMISSORY NOTE 90.6 KB
• EX-4.2 FORM OF WARRANT TO PURCHASE ORDINARY SHARES OF NEXERA TECHNOLOGIES LTD 117.2 KB