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