Nexera to sell KeepZone for $1M plus up to $5M earn-out

The sale consideration combines acquiror securities at closing with a profit-based cash earn-out, and completion remains subject to closing conditions.

Rhea-AI Filing Summary

Nexera Technologies Ltd (NEXR) entered into a definitive agreement to sell all of its equity interest in wholly owned KeepZone AI Inc. to a global aerospace and defense company for $1 million in the acquiror’s securities at closing. Nexera is entitled to an earn-out equal to 50% of KeepZone’s positive cumulative after-tax net profit over the 24 months following closing, capped at $5 million; any earn-out is payable in cash within 90 days after that period. Closing remains subject to applicable conditions, including regulatory and Nasdaq approvals or requirements and third-party consents, and is expected on the second business day after those conditions are satisfied or waived, unless the parties agree otherwise.

Nexera will effect a 1-for-5 reverse split on November 6, 2026: issued and outstanding Ordinary Shares will change from 2,513,147 to approximately 502,630, subject to fractional-share adjustments. The split also proportionally adjusts the exercise prices and issuable share counts of outstanding warrants and options; authorized share capital remains unchanged. Separately, exercise prices for the outstanding Series A and June and September 2026 note warrants were adjusted to $0.609488 effective October 22, 2026, then to $0.38148 effective October 28, 2026, subject to further adjustments under the warrants.

Filing Explained

The pending sale’s consideration securities are unregistered, and any resale registration filing is at the acquiror’s discretion.

In the still-pending sale of KeepZone, the $1 million consideration will be paid in acquiror securities priced using the average closing price over the five trading days before closing; pre-funded warrants may be used if required.

A pre-funded warrant converts into shares when exercised; under this agreement, any issued warrants would be immediately exercisable at $0.0001 per share, allow cashless exercise, have a five-year term and carry a 4.9% beneficial-ownership limit.

The transaction is cash-free and debt-free: Nexera may transfer KeepZone’s available cash before closing and must ensure it has no liabilities or indebtedness at closing, without changing the purchase price.

The consideration securities are unregistered; after closing, the acquiror may file a resale registration statement in its sole discretion, and U.S. offers or sales require registration or an applicable exemption.

Key Figures

Purchase price: $1 million Maximum earn-out: Up to $5 million Earn-out share: 50% +5 more

8 metrics

Purchase price $1 million Payable in acquiror securities at closing

Maximum earn-out Up to $5 million Additional consideration based on KeepZone’s profits

Earn-out share 50% Of KeepZone’s positive cumulative after-tax net profit

Earn-out period 24 months Following closing

Reverse split ratio 1-for-5 Effective November 6, 2026

Issued and outstanding Ordinary Shares before split 2,513,147 shares Before the November 6, 2026 reverse split

Issued and outstanding Ordinary Shares after split Approximately 502,630 shares Subject to adjustments based on fractional-share treatment

Adjusted warrant exercise price $0.38148 per Ordinary Share Effective October 28, 2026, for the identified outstanding warrants

Key Terms

earn-out, cash-free, debt-free basis, pre-funded warrants, beneficial ownership limitation, +1 more

5 terms

earn-out financial

"earn-out payment equal to 50% of KeepZone’s positive cumulative after-tax net profit"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

cash-free, debt-free basis financial

"The transaction is structured on a cash-free, debt-free basis."

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

pre-funded warrants financial

"The $1 million purchase price is payable in shares of the acquiror’s common stock and, if required, pre-funded warrants."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation regulatory

"subject to a 4.9% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

cashless exercise financial

"will permit cashless exercise"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Stock Split

1-for-5 reverse split · Effective November 6, 2026

Split Ratio 1-for-5 reverse split

Effective Date November 6, 2026

Shares Before Split 2,513,147

Shares After Split 502,630

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is NEXR selling KeepZone for?

Nexera agreed to receive $1 million in acquiror securities at closing, plus an earn-out equal to 50% of KeepZone’s positive cumulative after-tax net profit during the 24 months following closing, capped at $5 million. Any earn-out payment is payable in cash within 90 days after that period.

When does NEXR's reverse split take effect?

Nexera’s 1-for-5 reverse split takes effect November 6, 2026, with Ordinary Shares beginning post-split trading at the market open that day. Issued and outstanding Ordinary Shares will change from 2,513,147 to approximately 502,630, subject to adjustments based on the treatment of fractional shares.

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

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Available on EDGAR 10/28/2026 - 04:01 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:01 PM EDT 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 October 2026

Commission file number: 001-41482

Nexera Technologies Ltd

(Translation of registrant’s name into English)

7 Mezada St.
Bnei Brak, Israel 5126112
(Address of principal executive offices)

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

Form 20-F ☒      Form 40-F ☐

CONTENTS

Press Releases

On October 27, 2026, Nexera Technologies Ltd (the “Company”) issued a press release titled “Nexera Technologies Signs Definitive Agreement to Sell KeepZone AI to a Global Aerospace and Defense Company for up to $6 million”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).

Reverse Split

On October 28, 2026, the Company announced that it will effect a reverse share split of the Company’s ordinary shares, no par value (the “Ordinary Shares”) per share, at a ratio of 1-for-5, such that each five (5) Ordinary Shares will be consolidated into one (1) Ordinary Share (the “Reverse Split”). The Reverse Split will be effective as of November 6, 2026, and the Ordinary Shares will begin trading on a post-split basis on the Nasdaq Capital Market beginning at the market open on Friday, November 6, 2026.

Following the implementation of the Reverse Split, the Company’s authorized share capital will remain unchanged. The Reverse Split will adjust the number of issued and outstanding Ordinary Shares from 2,513,147 Ordinary Shares to approximately 502,630 Ordinary Shares (subject to any further adjustments based on the treatment of fractional shares).

No fractional Ordinary Shares will be issued as a result of the Reverse Split. All fractional Ordinary Shares will be rounded up to the nearest whole Ordinary Share, at the DTC participant level. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase Ordinary Shares. The new CUSIP number for the Ordinary Shares will be M61472177. The trading symbol “NEXRW” and CUSIP number (M61472110) for the Company’s public warrants will remain unchanged following the Reverse Split.

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 warrant issued on June 18, 2026, in connection with a convertible promissory note (the “June 2026 Note Warrant”), and Section 2(a) of the warrant issued on September 17, 2026, in connection with a convertible promissory note (the “September 2026 Note Warrant”), effective as of October 22, 2026, the exercise price per each Ordinary Share, issuable upon exercise of the outstanding Series A Warrants, the June 2026 Note Warrant and the September 2026 Note Warrant was adjusted to $0.609488 and, effective as of October 28, 2026, was further adjusted to $0.38148 (in each case, subject to any further adjustment as provided therein). No other changes, adjustments or modifications were made to the Series A Warrants, the June 2026 Note Warrant or the September 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, 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.

1

EXHIBIT INDEX

Exhibit No.
99.1		Press Release issued by Nexera Technologies Ltd, dated October 27, 2026, titled “Nexera Technologies Signs Definitive Agreement to Sell KeepZone AI to a Global Aerospace and Defense Company for up to $6 million”.

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: October 28, 2026	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

3

Exhibit 99.1

Nexera Technologies Signs Definitive Agreement to Sell KeepZone AI to a Global Aerospace and Defense Company for up to $6 million

Transaction provides for the sale of Nexera’s wholly owned subsidiary, KeepZone AI, for $1 million in acquiror securities at closing and up to $5 million in additional cash earn-out consideration based on KeepZone AI’s net profit over the following 24 months

Tel Aviv, Israel, Oct. 27, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW), a data-driven company operating on the Amazon Marketplace and expanding into the global homeland security sector through advanced artificial intelligence (“AI”)-driven solutions, announced today that it has entered into a definitive agreement to sell all of its equity interest in its wholly owned subsidiary, KeepZone AI Inc. (“KeepZone”), to a global aerospace and defense company (the “Acquiror”), a Delaware corporation, for an aggregate purchase price of $1 million, payable in securities of the Acquiror. In addition to the $1 million purchase price, Nexera will be entitled to receive an earn-out payment equal to 50% of KeepZone’s positive cumulative after-tax net profit generated during the 24-month period following closing, subject to a maximum earn-out payment of $5 million. The earn-out payment, if any, will be payable in cash within 90 days following the end of such 24-month period.

The $1 million purchase price is payable in shares of the acquiror’s common stock and, if required, pre-funded warrants. The share price will be based on the arithmetic average closing price of the Acquiror’s common stock over the five trading days immediately preceding closing. The pre-funded warrants, if issued, will have an exercise price of $0.0001 per share and will be immediately exercisable, subject to a 4.9% beneficial ownership limitation. The pre-funded warrants will have a five-year term and will permit cashless exercise.

The transaction is structured on a cash-free, debt-free basis. Before closing, Nexera may cause KeepZone to transfer its available cash to Nexera and will be required to ensure that KeepZone has no outstanding liabilities or indebtedness, including intercompany balances, at closing. These arrangements will not adjust the purchase price. Following closing, the acquiror may, in its sole discretion, file a resale registration statement with the U.S. Securities and Exchange Commission to register the resale of the shares issued as consideration and the shares underlying any pre-funded warrants. Any such registration would be subject to the terms and conditions of the definitive agreement.

The securities to be issued as consideration have not been and will not be registered under the Securities Act of 1933, as amended, and will be issued in a transaction exempt from the registration requirements thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The transaction remains subject to the satisfaction or waiver of the applicable closing conditions, including any applicable regulatory and Nasdaq approvals or requirements and receipt of certain third-party consents and waivers relating to KeepZone’s existing commercial agreements. The closing is expected to occur on the second business day after the applicable conditions have been satisfied or waived, unless otherwise agreed by the parties.

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 anticipated sale of KeepZone, the expected purchase price and form of consideration, the receipt of any additional earn-out payments, the calculation and amount of any earn-out payment, the potential issuance of additional shares pursuant to the true-up mechanism, the timing and completion of the transaction, the satisfaction or waiver of applicable closing conditions, including required regulatory and Nasdaq-related approvals or requirements and third-party consents, the value and liquidity of the securities to be received as consideration, the potential filing and effectiveness of a resale registration statement covering such securities, and the anticipated benefits of the transaction to the Company. 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 risk that the transaction may not be completed on the anticipated terms or at all; the failure to obtain required third-party consents, regulatory approvals or satisfy other closing conditions; fluctuations in the market price of the Acquiror’s common stock; the possibility that Nexera may not realize the anticipated value of the securities received as consideration; the absence of an effective resale registration statement or an available exemption permitting resale of such securities; the possibility that KeepZone may not generate sufficient net profit to result in any earn-out payment; the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow the Company’s brands and product offerings; the Company’s ability to meet its expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of conditions in Israel; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2026, and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY NEXERA TECHNOLOGIES LTD, DATED OCTOBER 27, 2026, TITLED 12.5 KB