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.
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.
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.
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 |
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
