Nexera Technologies issues $1.9M convertible note
Fort Technology's TSX Venture delisting is expected at the close of trading on or about November 6, 2026, while its Nasdaq Capital Market listing will continue.
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Rhea-AI Filing Summary
Nexera Technologies Ltd (NEXR) issued an institutional investor a convertible promissory note with a $1,900,000 principal amount for a $1,710,000 cash purchase price, equal to 90% of principal, plus a warrant for up to 8,030,432 ordinary shares. The warrant is immediately exercisable at $0.2366 per share for 5.5 years.
The note bears 4% annual interest, rising to 14% during a continuing default, matures 28 months from issuance, and is repayable in ten equal monthly payments, first due on the first day of the month following its 18-month anniversary. The holder may convert at the lower of $0.2366 or 88% of the lowest daily volume weighted average price during the preceding 20 consecutive trading days. The $0.04732 floor may be reduced for certain dilutive issuances, and conversion is subject to a 4.99% beneficial-ownership limit. Nexera intends net proceeds for working capital and general corporate purposes. As of November 4, 2026, $85,500,000 remained under the SPA, which Nexera is not obligated to use.
The TSX Venture Exchange approved Fort Technology Inc.'s voluntary delisting, expected at the close of trading on or about November 6, 2026; Fort's Nasdaq Capital Market listing will continue.
Filing Explained
The note and warrant were issued under an exemption and are unregistered, and the shares issuable on conversion or exercise will also be unregistered; sales in the United States require an effective registration statement or an exemption, while Nexera has agreed to file a resale registration statement.
Key Figures
Key Terms
Variable Price financial
Floor Price financial
volume weighted average price financial
beneficial ownership financial
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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 November 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 November 4, 2026 (the “Issuance Date”), Nexera Technologies Ltd (the “Company” or “Nexera”) issued to an institutional investor (the “Holder”) a convertible promissory note (the “Seventh Promissory Note”) in the principal amount of $1,900,000 (the “Principal Amount”), for a purchase price in cash of $1,710,000 (equal to 90% of the Principal Amount). The Seventh Promissory Note was issued pursuant to the previously reported Securities Purchase Agreement, dated as of June 26, 2025, as amended (the “SPA”), by and between the Company and the Holder, pursuant to which the Company may issue and sell, from time to time, convertible promissory notes (the “Promissory Notes”) in an aggregate principal amount of up to $100,000,000 (the “Subscription Amount”). The Company is not obligated to utilize any of the remaining Subscription Amount available under the SPA, which as of the date hereof is $85,500,000, and there are no minimum commitments or minimum use penalties.
On November 4, 2026, Nexera issued to the Holder a warrant (the “Warrant”) to purchase up to 8,030,432 ordinary shares, no par value, of the Company (the “Ordinary Shares”), representing 100% of the maximum number of Ordinary Shares issuable pursuant to the Seventh Promissory Note (assuming a conversion price equal to the Fixed Price). The Warrant was exercisable immediately upon issuance at an exercise price of $0.2366 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 Seventh 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 Seventh Promissory Note matures 28 months from the Issuance Date and is to be repaid, together with accrued and unpaid interest and any applicable Payment Premium (as defined in the Promissory Notes), in ten equal monthly payments, with the first payment due on the first day of the month following 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 Seventh Promissory Note accrues interest at an annual rate of 4% (which will increase to 14% upon the occurrence and during the continuance of an event of default, as defined in the Seventh Promissory Note).
The Seventh Promissory Note is convertible (partially or in full) into Ordinary Shares, at the option of the Holder, at any time after the Issuance Date, at a conversion price equal to the lower of (i) $0.2366, which was the closing price of the Ordinary Shares on the Nasdaq Capital Market on November 3, 2026, the trading day immediately prior to the Issuance Date (the “Fixed Price”), and (ii) 88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date of conversion (the “Variable Price”), provided that such Variable Price may not be lower than $0.04732 per Ordinary Share (the “Floor Price”), which is equal to 20% of the Fixed Price; subject to certain adjustments as provided in the Seventh Promissory Note, including potential reductions to the Floor Price upon certain dilutive issuances. The Holder’s option to convert the Principal Amount, together with accrued and unpaid interest due under the Seventh 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.
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The Fixed Price of any additional Promissory Notes to be issued pursuant to the SPA will be equal to the closing price of the Ordinary Shares on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Promissory Note, and the Floor Price will be equal to 20% of such Fixed Price.
The Holder’s remedies for non-payment of the Principal Amount, interest and any Payment Premium are limited to the exercise of its rights under the Seventh Promissory Note and the Warrant , if applicable, regardless of whether the aggregate value realized from the Warrant and/or the Ordinary Shares issued pursuant to the terms of the Seventh Promissory Note is less than the then outstanding Principal Amount, Interest, and, if applicable, the Payment Premium.
The Seventh Promissory Note and the Warrant were, and the Ordinary Shares issuable upon conversion or exercise, as applicable, thereof (the “Securities”) will be, issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act, or applicable state securities laws. Accordingly, the Securities may not be sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities law. Pursuant to the SPA, the Company has agreed to file a registration statement with the SEC to register the resale of the Ordinary Shares issuable upon conversion of the Seventh 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 Seventh Promissory Note and the Warrant set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibits 4.1 and 4.2, respectively.
Press Release
On November 3, 2026, the Company issued a press release titled “Nexera Technologies: Subsidiary Fort Technology Announces Receipt of Approval for a Voluntary Delisting of its Common Shares From the TSX Venture Exchange”, a copy of which is furnished as Exhibit 99.1 to this Form 6-K.
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, File No. 333-296968 and File No. 333-299177) 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.
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EXHIBIT INDEX
| Exhibit No. | ||
| 4.1 | Form of Seventh Convertible Promissory Note issued November 4, 2026 | |
| 4.2 | Form of Warrant to Purchase Ordinary Shares of Nexera Technologies Ltd issued November 4, 2026 | |
| 99.1 | Press Release issued by Nexera Technologies Ltd, dated November 3, 2026, titled “Nexera Technologies: Subsidiary Fort Technology Announces Receipt of Approval for a Voluntary Delisting of its Common Shares From the TSX Venture Exchange”. |
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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: November 5, 2026 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Nexera Technologies: Subsidiary Fort Technology Announces Receipt of Approval for a Voluntary Delisting of its Common Shares From the TSX Venture Exchange
Tel Aviv, Israel, Nov. 03, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), today announced that, as previously announced by its subsidiary, Fort Technology Inc. (Nasdaq: FRTT, TSXV: FORT) (“Fort”), the TSX Venture Exchange (“TSXV”) has approved the voluntary delisting of Fort’s common shares from the TSXV. The voluntary delisting from the TSXV will not affect the listing of the Fort’s common shares on the Nasdaq Capital Market (the “Nasdaq”), which will continue to trade on the Nasdaq under the symbol FRTT.
Fort believes that the trading volume of its shares on the TSXV no longer justifies the expenses and administrative efforts required to maintain a dual listing. Fort also believes that delisting from the TSXV will create a central marketplace for its common shares on the Nasdaq, and ultimately benefit the long-term liquidity and shareholder value of Fort.
It is anticipated that, effective as at the close of trading on or about November 6, 2026, Fort’s common shares will no longer be listed and posted for trading on the TSXV.
Following delisting from the TSXV, Fort’s shareholders can trade their common shares through their brokers on Nasdaq. As most brokers in Canada, including many discount and online brokers, have the ability to buy and sell securities listed on Nasdaq, Fort’s Nasdaq listing will continue to provide shareholders with accessibility to trade Fort’s common shares. Shareholders holding shares in Canadian brokerage accounts should contact their brokers to confirm how to trade Fort’s shares on the NASDAQ.
About Fort Technology
Fort is engaged in the retail sale of consumer products, primarily serving the pest control and remedial repair industries. Fort develops, markets and sells a range of products for both amateur and professional customers under its proprietary brands, including Roshield, Entopest, Rempro and BirdGo. Products are sold primarily through Amazon marketplaces in the United Kingdom and Europe as well as through other online sales channels. Fort currently serves customers throughout the United Kingdom and continental Europe and plans to expand its retail operations into the United States, subject to applicable regulatory approvals, including through the acquisition of Logia USA Inc., a company focused on selling advanced fuel integrity solutions for data centers and other mission-critical facilities in the United States.
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 of the voluntary delisting of Fort’s common shares from the TSXV; the anticipated benefits of the delisting, including creating a central marketplace for Fort’s common shares on Nasdaq and benefiting Fort’s long-term liquidity and shareholder value; the continued listing and trading of Fort’s common shares on the Nasdaq under the symbol FRTT; and shareholders’ continued ability to trade Fort’s common shares through their brokers on Nasdaq following the delisting. 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