Nexera Technologies Ltd

Recent Developments

Equity Awards

On January 1, 2026, we granted 2,941 restricted share units, or RSUs, to our officers and employees and members of our board of directors, which vest in eight quarterly tranches over two years from January 1, 2026, and on January 26, 2026 we granted 195 RSUs to a member of our board of directors, which vested immediately upon grant. On March 26, 2026, we issued 14,189 RSUs to consultants, at a price of $27.72 per Ordinary Share.

Convertible Promissory Notes under the Notes SPA

On June 26, 2025, we entered into a securities purchase agreement with an institutional investor, or the Notes SPA, pursuant to which we may issue and sell to the investor, from time to time, convertible promissory notes for a maximum principal amount of $100,000,000, at a purchase price equal to 90% of their principal amount. At the initial closing on June 26, 2025 we issued a convertible promissory note in the principal amount of $5,000,000 for a purchase price of $4,500,000 in cash, and on December 9, 2025 we issued a second convertible promissory note in the principal amount of $500,000 for a purchase price of $450,000 in cash. On January 1, 2026, we and the holder of the convertible promissory notes issued under the Notes SPA agreed to decrease the conversion price floor applicable to the outstanding convertible promissory note issued on June 26, 2025 to $50.82 per share, and during January 2026 the holder converted the remaining outstanding principal and accrued interest under that note, in the amount of $733,000, into Ordinary Shares.

On February 18, 2026, we issued to the holder a third convertible promissory note under the Notes SPA, in the principal amount of $600,000, for a purchase price of $540,000 in cash. On the same date, we entered into a first addendum to the Notes SPA, pursuant to which we issued to the holder a warrant to purchase up to 16,269 Ordinary Shares at an exercise price of $60.83 per share, representing 75% of the maximum number of Ordinary Shares issuable pursuant to the convertible promissory notes purchased by the holder during the three-month period ended February 28, 2026, and the conversion price of the convertible promissory note issued on December 9, 2025 was adjusted to $50.71 per share.

On May 10, 2026, we issued to the holder a fourth convertible promissory note under the Notes SPA, in the principal amount of $1,750,000, for a purchase price of $1,575,000 in cash. On the same date, we entered into a second addendum to the Notes SPA, pursuant to which we will issue to the holder, at each future closing under the Notes SPA, a warrant to purchase up to such number of Ordinary Shares representing 100% of the maximum number of Ordinary Shares issuable pursuant to the convertible promissory note purchased at such closing. Accordingly, we issued to the holder a warrant to purchase up to 101,736 Ordinary Shares at an exercise price of $17.20 per share.

On June 18, 2026, we issued to the holder a fifth convertible promissory note under the Notes SPA, in the principal amount of $2,000,000, for a purchase price of $1,800,000 in cash, together with a warrant to purchase up to 292,031 Ordinary Shares at an exercise price of $8.07 per share, issued pursuant to the second addendum. During the six months ended June 30, 2026, the holder converted an aggregate principal and accrued interest amount of $3,599,000 into 230,094 Ordinary Shares, and exercised in full the warrants issued together with the convertible promissory notes issued in January 2025, February 2026 and May 2026, into 118,297 Ordinary Shares for aggregate proceeds of $1,309,000. As of June 30, 2026, the convertible promissory note issued on June 18, 2026 was the only convertible promissory note outstanding.

Amendment to the EEH Convertible Loan

On January 13, 2026, Fort Technology entered into an amendment to its convertible loan agreement with EEH Ventures Limited, or EEH, pursuant to which the option to extend an additional loan of £1 million to EEH was cancelled, and the conversion right was amended to entitle Fort Technology to convert the loan into EEH’s entire holding in Wigan Topco Limited, representing 35.8% of its issued share capital, instead of a right to convert the loan into 19.9% of EEH’s fully diluted share capital.

January 2026 Registered Direct Offering

On January 22, 2026, we issued to certain investors, in a registered direct offering, or the January Offering, 26,020 Ordinary Shares at an offering price of $92.40 per Ordinary Share, for gross proceeds of approximately $2,404,275. Our Chief Executive Officer is a member of the board of directors of one of the investors, and the offering was therefore approved by our audit committee and board of directors.

New Warehouse Lease

On January 28, 2026, Fort entered into a new lease agreement for its warehouse facility in the United Kingdom, for a term ending in February 2030, replacing the previous lease that expired in February 2025 and had continued on a month-to-month basis. The lease provides for annual rent of £44,000 (approximately $60,000), payable quarterly.

Reverse Share Splits

On February 17, 2026, we effected a one-for-fourteen (1-for-14) reverse share split of our Ordinary Shares, or the February 2026 Reverse Split, pursuant to which every fourteen Ordinary Shares issued and outstanding were combined into one Ordinary Share. On July 31, 2026, we effected a one-for-eleven (1-for-11) reverse share split of our Ordinary Shares, or the July 2026 Reverse Split, pursuant to which every eleven Ordinary Shares issued and outstanding were combined into one Ordinary Share. All outstanding securities entitling their holders to purchase or receive Ordinary Shares were adjusted pursuant to their terms as a result of those reverse splits, which did not reduce the number of our authorized share capital. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to herein give effect to both reverse splits, including the July 2026 Reverse Split effected after the reporting period. The February 2026 Reverse Split triggered the reset provisions of the warrants issued in our January 2024 private placement, or the January 2024 PIPE, referred to as the Series A Warrants, pursuant to which 100,761 additional Series A Warrants were issued and the exercise price of the Series A Warrants was adjusted to $43.63 per ordinary share. The July 2026 Reverse Split triggered the same reset provisions, pursuant to which 960,301 additional Series A Warrants were issued and the exercise price was adjusted to $2.41428 per share.

Sale of Fort Technology Shares

On February 23, 2026, we sold 714,286 of our common shares of Fort Technology for aggregate consideration of approximately $670,000 (CAD 919,000), pursuant to a share transfer agreement entered into with certain institutional investors on December 18, 2025. The transferred shares represented approximately 8.1% of our holdings in Fort Technology.

Corporate Rebranding

On March 26, 2026, we changed our corporate name from Jeffs’ Brands Ltd to Nexera Technologies Ltd. Effective March 31, 2026, our Ordinary Shares and public warrants trade on the Nasdaq Capital Market under the symbols “NEXR” and “NEXRW”, respectively.

Fort Technology Loan Agreement

On April 9, 2026, Fort Technology entered into a loan agreement with an institutional investor for a loan of up to $450,000, bearing interest at a rate of 10% per annum, calculated on a simple interest basis, and repayable, together with accrued and unpaid interest, by December 31, 2027. As of June 30, 2026, the outstanding principal amount under the loan was $100,000.

Fort Technology Nasdaq Listing

On June 8, 2026, the common shares of Fort Technology commenced trading on the Nasdaq Capital Market under the symbol “FRTT”, alongside their continued listing on the TSX Venture Exchange. The listing triggered the automatic conversion of all of Fort Technology’s outstanding convertible debentures into units, each consisting of one Fort Technology common share and one warrant, and constituted the achievement of the first milestone under the Fort Technology qualifying transaction agreements, as a result of which Fort Technology issued to us 1,571,429 contingent right shares on such date. Following these events, as of June 8, 2026, we held approximately 70.94% of Fort Technology’s outstanding common shares.

June 2026 Registered Direct Offering and Concurrent Private Placement

On June 8, 2026, we entered into securities purchase agreements with certain institutional investors, pursuant to which we issued and sold, in a registered direct offering that closed on June 9, 2026, 109,091 Ordinary Shares and, in a concurrent private placement, warrants to purchase up to 109,093 Ordinary Shares, at an aggregate price of $11.00 per Ordinary Share and accompanying warrant, for aggregate gross proceeds of approximately $1,200,000. The warrants were exercisable immediately upon issuance, at an exercise price of $11.00 per Ordinary Share, and expire 66 months from the issuance date.

KeepZone Homeland Security Agreements

During the six months ended June 30, 2026, KeepZone entered into multiple reseller and distribution agreements in the homeland security sector with various technology providers, primarily relating to security, surveillance and defense solutions, and received its first commercial purchase order. No revenue was recognized from these agreements during the period.

Acquisition of Logia USA Inc.

On August 11, 2026, Fort Technology entered into definitive agreements to acquire 50.1% of the issued and outstanding shares of Logia USA Inc., a Delaware corporation engaged in fuel-integrity solutions for data centers, from its sole shareholder, in consideration for Fort Technology common shares with an aggregate value of $125,000, priced at the average closing price over the 14 trading days preceding the effective date. The closing took place on August 26, 2026. In connection with the agreement, Fort Technology entered into a credit facility agreement pursuant to which it will provide Logia with an unsecured credit facility of up to $2,000,000, bearing interest at 6% per annum, available in eight tranches upon achievement of operational and commercial milestones. The agreements include an equity rebalancing mechanism pursuant to which, for up to three years following the closing, upon achievement of cumulative sales milestones at a minimum net profit margin, the founder’s holdings may increase up to 95% of Logia’s share capital, with a corresponding dilution of Fort Technology’s holdings. In connection with the transaction, the founder will serve as chief executive officer of Logia and will be entitled to share-based compensation of up to $2,500,000 in Fort Technology common shares, subject to the achievement of specified milestones and continued engagement.

The July 2026 Reverse Split triggered the reset provisions of the Series A Warrants, pursuant to which 960,301 additional Series A Warrants were issued and the exercise price was adjusted to $2.41428 per share.

In addition, subsequent to June 30, 2026 the holder of the convertible promissory note issued on June 18, 2026 converted $918 of principal and accrued interest into 555,177 Ordinary Shares and exercised 200,000 of the warrants issued together with that note, and the holders of the warrants issued in the registered direct offering that closed on June 9, 2026 exercised 109,093 warrants, for aggregate proceeds of $374 and $237, respectively.