News & Events zu Nexera Technologies Ltd (NEXR)NEXRNexera Technologies Ltd

T3 Defense Acquires 100% of KeepZone AI

T3 Defense (DFNS) announced that it has entered into a definitive stock purchase agreement to acquire 100% of KeepZone AI Inc. from Nexera Technologies (NEXR). Following the closing, KeepZone is expected to serve as T3 Defense's dedicated homeland security marketing, sales and business development platform, extending the company's commercial reach to critical infrastructure, law enforcement, public safety, and border security customers in Israel and international markets. Initial consideration is $1M, payable at closing in newly issued common stock, priced at the average closing price of T3 Defense common stock for the five trading days preceding closing. Nexera is also eligible for an earn-out equal to 50% of KeepZone's standalone net profit generated during the 24 months following the closing, calculated on the first $10M of net profit and therefore capped at $5M, payable in cash. The seller is also entitled to additional shares of T3 Defense common stock if 6 months after closing the stock price is less than the price on closing. KeepZone is being acquired without any debt or liability. Closing is expected within 60 days of the signing of the stock purchase agreement, subject to customary closing conditions, including Nasdaq notification regarding the issuance of additional shares and certain third-party consents.

Nexera Technologies Sells KeepZone AI for $1M

Nexera Technologies announced that it has entered into a definitive agreement to sell all of its equity interest in its wholly owned subsidiary, KeepZone AI for an aggregate purchase price of $1M, payable in securities of the acquiror. In addition to the $1M 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 $5M. The earn-out payment, if any, will be payable in cash within 90 days following the end of such 24-month period. The $1M 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.

Selling Stockholders Plan to Sell 3.52M Ordinary Shares

This filing relates to the offer and sale from time to time by the selling stockholders of up to 3.52M ordinary shares. The company is not selling any shares under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders.