Nexera raises $540K via convertible note, warrant

Nexera adds $600,000 in non-recourse convertible debt with attached warrant and loosens a major distribution agreement while reducing exclusivity costs.

Rhea-AI Filing Summary

Nexera Technologies Ltd (NEXR) entered into additional financing and amended a key distribution agreement. On September 17, 2026, Nexera issued a $600,000 non-recourse convertible promissory note to an institutional investor for $540,000 in cash, under its existing up-to $100,000,000 Securities Purchase Agreement, which has $87,400,000 remaining.

The note bears 4% annual interest (rising to 14% on default), matures in 28 months, and is convertible at the lower of $1.420 or 88% of the lowest 20-day VWAP, subject to a $0.284 floor and a 4.99% beneficial ownership cap. Nexera also issued a warrant for 448,359 ordinary shares at $1.420, exercisable for 66 months. Net proceeds and any cash warrant exercises are intended for working capital and general corporate purposes. Separately, an amendment with Scanary converted KeepZone’s distribution rights in five territories from exclusive to non-exclusive, reduced total exclusivity consideration from $1,000,000 to $600,000 (already paid), and removed several refund and repayment mechanisms.

Filing Explained

Potential dilution is not a current share issuance: the underlying shares remain unregistered and depend on later conversion or warrant exercise.

The filing adds that shares underlying the already-issued note and warrant remain unregistered and are not yet issued; they could increase total shares and reduce existing holders’ percentage ownership if conversion or exercise occurs.

The company agreed to file a registration statement to register resale of those shares; that commitment concerns resale registration, not an offer, sale, or completed registration.

Separately, the note is non-recourse: for breach, including nonpayment, the holder’s sole remedy is rights under the note and warrant, even if recovery is less than amounts outstanding.

The next state to verify is filing and effectiveness of the promised resale registration statement; until then, the filing says the securities may not be sold in the United States except under an effective registration statement or an exemption.

Key Figures

Sixth Promissory Note principal amount: $600,000 Cash purchase price of note: $540,000 Securities Purchase Agreement capacity: $100,000,000 +6 more

9 metrics

Sixth Promissory Note principal amount $600,000 Convertible promissory note issued September 17, 2026

Cash purchase price of note $540,000 Equal to 90% of the $600,000 principal amount

Securities Purchase Agreement capacity $100,000,000 Aggregate principal amount of promissory notes allowed under SPA

Remaining Subscription Amount $87,400,000 Unused capacity under the Securities Purchase Agreement as of the filing

Interest rate on note 4% per year Standard annual interest rate; increases to 14% on event of default

Fixed conversion price $1.420 per share Closing price on Nasdaq Capital Market on September 16, 2026

Floor Price $0.284 per share 20% of the fixed price and minimum conversion price under the note

Warrant shares and term 448,359 shares, 66 months Ordinary shares underlying warrant at $1.420 per share; exercisable immediately

Exclusivity consideration after amendment $600,000 Reduced from $1,000,000; amount already paid in full to Scanary

Key Terms

convertible promissory note, volume weighted average price, Floor Price, non-recourse, +2 more

6 terms

convertible promissory note financial

"issued to an institutional investor a convertible 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.

volume weighted average price financial

"88% of the lowest daily volume weighted average price during the 20"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Floor Price financial

"may not be lower than $0.284 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.

non-recourse financial

"The Sixth Promissory Note is non-recourse, and the Holder’s sole and"

A non-recourse loan is a type of debt where the lender’s recovery is limited to a specific asset pledged as collateral, and the borrower cannot be personally pursued for any remaining balance if the asset’s value falls short. For investors, non-recourse financing shifts downside risk onto the lender and protects a borrower’s other assets, which can affect a company’s risk profile, borrowing costs, and potential returns — much like insurance that covers only the item left as collateral.

beneficial ownership financial

"may not result in the Holder’s beneficial ownership of Ordinary Shares"

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.

exclusivity consideration financial

"total exclusivity consideration was reduced from $1,000,000 to $600,000"

FAQ

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

What financing did Nexera Technologies Ltd (NEXR) complete in September 2026?

Nexera issued a $600,000 non-recourse convertible promissory note on September 17, 2026, receiving $540,000 in cash, under a Securities Purchase Agreement that permits up to $100,000,000 in notes and has $87,400,000 still available.

What are the key terms of Nexera (NEXR)’s Sixth Promissory Note?

The note matures in 28 months, carries 4% annual interest (rising to 14% during an event of default), and is repaid in 10 equal monthly installments starting after the 18-month anniversary, unless repaid earlier or extended under its terms.

How is the Nexera (NEXR) note convertible and what are the price protections?

The note is convertible into ordinary shares at the lower of a $1.420 fixed price or 88% of the lowest daily VWAP over the prior 20 trading days, with a $0.284 floor price and a 4.99% beneficial ownership limitation on conversions.

What warrant did Nexera (NEXR) issue with the Sixth Promissory Note?

Nexera issued a warrant to purchase up to 448,359 ordinary shares, equal to 100% of the maximum shares issuable upon note conversion, at an exercise price of $1.420 per share, exercisable immediately and expiring 66 months after September 17, 2026.

How will Nexera (NEXR) use proceeds from the note and potential warrant exercises?

Nexera intends to use the net proceeds from the Sixth Promissory Note and any additional net proceeds from cash exercises of the warrant for working capital and general corporate purposes, according to the company’s disclosure.

What changes were made to Nexera’s distribution agreement with Scanary?

Effective September 18, 2026, KeepZone’s rights in Canada, Germany, the UAE, Spain and Italy became non-exclusive for 24 months, total exclusivity consideration was reduced from $1,000,000 to $600,000, and Scanary waived any amounts above the $600,000 payment.

Are the Nexera (NEXR) securities registered under the Securities Act?

No. The Sixth Promissory Note, the warrant, and the underlying ordinary shares were or will be issued under an exemption from Securities Act registration. Nexera agreed to file a registration statement to register the resale of the shares issuable upon conversion and exercise.

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

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Available on EDGAR 09/22/2026 - 04:07 PM Accepted by SEC EDGAR 09/22/2026 - 04:07 PM 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 September 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 September 17, 2026 (the “Issuance Date”), Nexera Technologies Ltd (the “Company” or “Nexera”) issued to an institutional investor (the “Holder”) a convertible promissory note (the “Sixth Promissory Note”) in the principal amount of $600,000 (the “Principal Amount”), for a purchase price in cash of $540,000 (equal to 90% of the Principal Amount). The Sixth 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 to the Holder, 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 $87,400,000, and there are no minimum commitments or minimum use penalties.

The Sixth Promissory Note matures twenty-eight (28) months from the Issuance Date and is to be repaid, together with accrued and unpaid interest, in ten equal monthly payments, commencing 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 Sixth 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 Sixth Promissory Note).

The Sixth Promissory Note is convertible (partially or in full) into ordinary shares, no par value (“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) $1.420, which was the closing price of the Ordinary Shares on the Nasdaq Capital Market on September 16, 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 $0.284 per Ordinary Share (the “Floor Price”), which is equal to 20% of the Fixed Price; subject to certain adjustments as provided in the Sixth Promissory Note. The Holder’s option to convert the Principal Amount, together with accrued and unpaid interest due under the Sixth 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.

Also, on September 17, 2026, Nexera issued to the Holder a warrant (the “Warrant”) to purchase up to 448,359 Ordinary Shares, representing 100% of the maximum number of Ordinary Shares issuable upon conversion of the Sixth Promissory Note. The Warrant was exercisable immediately upon issuance at an exercise price of $1.420 per Ordinary Share (subject to certain anti-dilution and share combination event protections) and has a term of sixty-six (66) months after 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 Sixth 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.

1

The Sixth Promissory Note is non-recourse, and the Holder’s sole and exclusive remedy against the Company for any breach thereof, including non-payment of the Principal Amount, interest or any applicable Payment Premium (as defined in the Promissory Notes), is limited to the exercise of the Holder’s rights under the Warrant and the Sixth Promissory Note, regardless of whether the aggregate value realized therefrom is less than the amounts outstanding under the Sixth Promissory Note.

The Sixth 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 Sixth 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 Sixth 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.

Amendment to Distribution Agreement with Scanary

KeepZone AI Inc. (“KeepZone”), a wholly-owned subsidiary of the Company, and Scanary Ltd. (“Scanary”) entered into an amendment effective September 18, 2026 (“Amendment No. 2”) to the Distribution Agreement (the “Agreement”), dated December 4, 2025, as amended by Addendum No. 1, dated December 10, 2025. A copy of Amendment No. 2 is furnished as Exhibit 10.1 to this Form 6-K.

Pursuant to Amendment No. 2: (i) KeepZone’s exclusive distribution rights in Canada, Germany and the United Arab Emirates were converted to non-exclusive rights and consolidated with its existing rights in Spain and Italy, such that KeepZone will have non-exclusive distribution rights in all five territories for a period of twenty-four (24) months commencing September 18, 2026, with no automatic renewal; (ii) total exclusivity consideration was reduced from $1,000,000 to $600,000, which amount had previously been paid in full (the “Payment”), and Scanary irrevocably waived any right to receive or recover any amounts in excess of the Payment; and (iii) several provisions were deleted, including the proportional refund on default, the out-of-territory sales repayment mechanism, demonstration unit delivery obligations, and refund provisions on product discontinuance.

Except as noted above, all other terms and conditions of the Agreement, as previously amended, remain unchanged and in full force and effect.

The description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached hereto as Exhibit 10.1.

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, 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.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 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 Sixth Convertible Promissory Note issued September 17, 2026
4.2		Form of Warrant to Purchase Ordinary Shares of Nexera Technologies Ltd issued September 17, 2026
10.1		Amendment No. 2 to Distribution Agreement by and between KeepZone AI Inc. and Scanary Ltd., effective as of September 18, 2026

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: September 22, 2026

5

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT BY AND BETWEEN KEEPZONE AI INC. AND SC 19.9 KB

Other Documents

• EX-4.1 FORM OF SIXTH CONVERTIBLE PROMISSORY NOTE ISSUED SEPTEMBER 17, 2026 92.9 KB
• EX-4.2 FORM OF WARRANT TO PURCHASE ORDINARY SHARES OF NEXERA TECHNOLOGIES LTD ISSUED SE 116.0 KB