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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August
Commission file number:
(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
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) consists of Nexera Technologies Ltd’s (the “Company”): (i) Unaudited Condensed Consolidated Financial Statements as of, and for the six months ended, June 30, 2026, which are attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2.
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and File No. 333-295195) to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Nexera Technologies Ltd’s Unaudited Condensed Consolidated Financial Statements as of, and for the six months ended, June 30, 2026. | |
| 99.2 | Nexera Technologies Ltd’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
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 | ||
| Date: August 31, 2026 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026
(UNAUDITED)
INDEX
F-1
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| June 30, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| Unaudited | Audited | |||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS: | ||||||||||
| Cash and cash equivalents | ||||||||||
| Restricted deposit | ||||||||||
| Trade receivables | ||||||||||
| Other receivables | ||||||||||
| Inventory | 4 | |||||||||
| Total current assets | ||||||||||
| NON-CURRENT ASSETS: | ||||||||||
| Property and equipment, net | ||||||||||
| Equity method investment | 5 | |||||||||
| Convertible loan receivable | 3(c) | |||||||||
| Intangible assets, net | 6 | |||||||||
| Goodwill | 6 | |||||||||
| Deferred taxes | 10 | |||||||||
| Operating lease right-of-use assets | ||||||||||
| Other receivables | ||||||||||
| Total non-current assets | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||
| CURRENT LIABILITIES: | ||||||||||
| Trade payables | ||||||||||
| Other payables | 7 | |||||||||
| Convertible promissory note | 8(c) | |||||||||
| Operating lease liabilities | ||||||||||
| Total current liabilities | ||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||
| Non-current operating lease liabilities | ||||||||||
| Convertible promissory note | 8(c) | |||||||||
| Derivative liabilities | 8(e) | |||||||||
| Long term loan | ||||||||||
| Convertible debenture | 3(k) | |||||||||
| Total non-current liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||
| Ordinary shares of par value per share - Authorized: | ||||||||||
| Additional paid-in-capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Transactions with noncontrolling interests | ( | ) | ||||||||
| Total Nexera shareholders’ equity | ||||||||||
| Noncontrolling interest | ||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
F-2
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)
| Six months ended June 30, |
||||||||||
| Unaudited | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Revenues | ||||||||||
| Product | ||||||||||
| Service | ||||||||||
| Total revenues | ||||||||||
| Cost of revenues | ||||||||||
| Product | ||||||||||
| Service | ||||||||||
| Total cost of revenues | ||||||||||
| Gross profit | ||||||||||
| Operating expenses: | ||||||||||
| Sales and marketing | ||||||||||
| General and administrative | ||||||||||
| Equity losses | 5 | |||||||||
| Other expenses (income) | ( | ) | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Financial expenses (income), net | 9 | ( | ) | |||||||
| Loss before taxes | ( | ) | ( | ) | ||||||
| Tax expense (benefit) | 10 | ( | ) | |||||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Net loss attributable to noncontrolling interests | ( | ) | ||||||||
| Net loss attributable to Nexera Technologies Ltd shareholders | ( | ) | ( | ) | ||||||
| Basic and diluted net loss per ordinary share attributable to Nexera Technologies Ltd(*) | ( | ) | ( | ) | ||||||
| Weighted-average ordinary shares used in computing net loss per share, basic and diluted(*) | ||||||||||
| (*) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-3
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
(U.S. dollars in thousands, except per share data)
| Ordinary Shares |
Additional paid-in- | Accumulated | Transactions with noncontrolling |
Total Nexera shareholders’ |
Noncontrolling | |||||||||||||||||||||||||||
| Number | Amount | capital | deficit | interests | equity | interest | Total | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of ordinary shares, net (*) | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares and warrants, net (**) | ||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with convertible promissory notes | - | |||||||||||||||||||||||||||||||
| Conversions of convertible promissory notes | ||||||||||||||||||||||||||||||||
| Exercise of Series A Warrants | ||||||||||||||||||||||||||||||||
| Exercise of warrants issued with convertible promissory notes | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Exercise of Fort Technology warrants and options | - | |||||||||||||||||||||||||||||||
| Sale of Fort Technology shares to noncontrolling interests | - | |||||||||||||||||||||||||||||||
| Conversion of Fort Technology convertible debentures | - | |||||||||||||||||||||||||||||||
| Issuance of Fort Technology milestone shares | - | ( | ) | |||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of ordinary shares and pre-funded warrants, net (***) | ||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Exercise of Series A Warrants | ||||||||||||||||||||||||||||||||
| Conversions of convertible promissory note | ||||||||||||||||||||||||||||||||
| Reclassification of warrants from liability to equity | - | |||||||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| (*) |
| (**) |
| (***) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-4
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash from (used in) operating activities: | ||||||||
| Exchange rate differences on cash and cash equivalents | ( | ) | ( | ) | ||||
| Finance expenses on lease liabilities | ||||||||
| Amortization of intangible assets | ||||||||
| Depreciation | ||||||||
| Loss from change in the fair value of a financial asset at fair value | ||||||||
| Equity losses | ||||||||
| Revaluation of derivative liabilities | ( | ) | ||||||
| Revaluation of convertible promissory note | ||||||||
| Financing expenses on convertible debenture | ||||||||
| Interest expenses on long term loan | ||||||||
| Financing income on convertible loan receivable | ( | ) | ||||||
| Exchange rate differences on convertible loan receivable | ||||||||
| Derecognition of loan commitment liability | ( | ) | ||||||
| Changes in deferred taxes, net | ( | ) | ||||||
| Gain from reassessment of lease term | ( | ) | ||||||
| Remeasurement of a Deferred Payment | ||||||||
| Share-based payment | ||||||||
| ( | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in trade receivables | ||||||||
| Decrease in operating lease right-of-use assets | ||||||||
| Decrease in operating lease liabilities | ( | ) | ( | ) | ||||
| Increase in other receivables | ( | ) | ( | ) | ||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Increase in accounts payable and other payables | ||||||||
| Increase in restricted deposit | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||||||
| Acquisition of Pure Logistics, net of cash acquired | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Initial direct costs capitalized to right-of-use assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||
| Issuance of ordinary shares, net | ||||||||
| Issuance of ordinary shares and warrants, net | ||||||||
| Issuance of ordinary shares and pre-funded warrants, net | ||||||||
| Exercise of Series A Warrants | ||||||||
| Exercise of warrants issued with convertible promissory notes | ||||||||
| Proceeds from third-party loan | ||||||||
| Sale of subsidiary shares to noncontrolling interests | ||||||||
| Exercise of Fort Technology warrants and options by noncontrolling interests | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Net cash from (used in) financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||
| CHANGES FROM EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Taxes paid | ||||||||
| Interest received | ||||||||
| Interest paid | ||||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Right of use assets obtained in exchange for lease liabilities | ||||||||
| Issuance of ordinary shares upon conversion of Series A Warrants | ||||||||
| Issuance of ordinary shares upon conversion of convertible promissory notes | ||||||||
| Conversion of Fort Technology convertible debentures into units | ||||||||
| Reclassification of warrants from liability to equity | ||||||||
| Supplemental disclosure of the acquisition of Pure Logistics: | ||||||||
| Working capital other than cash | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets – customer relationships | ||||||||
| Goodwill | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Deferred tax liability | ( | ) | ||||||
| Deferred payment | ( | ) | ||||||
| Total cash from investment in newly consolidated subsidiary | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-5
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 1 — GENERAL INFORMATION
| a. | General |
Nexera Technologies Ltd (the “Company” or “Nexera”) (formerly Jeffs’ Brands Ltd) was incorporated in Israel on
As of June 30, 2026, the Company had seven wholly or majority owned subsidiaries held directly or through its subsidiaries - Fort Technology Inc., a company dual-listed on the Toronto Stock Exchange (“TSX”) Venture Exchange (“TSX-V”) and, since June 8, 2026, on the Nasdaq (“Fort Technology”), Fort Products Ltd. (“Fort”), Fort Products LLC (“Fort U.S.”), Smart Repair Pro (“Smart Pro”), Pure NJ Logistics LLC (“Pure Logistics”), KeepZone AI Inc. (formerly Jeffs’ Brands Holdings Inc.) (“KeepZone”) and Top Rank Ltd. (“Top Rank”) (collectively, the “Subsidiaries”). The Company and its Subsidiaries (collectively, the “Group”), other than Pure Logistics and KeepZone, are engaged in the retail sector, mainly in the data driven e-commerce business, operating primarily on the Amazon marketplace (“Amazon”), primarily through the acquisition, improvement and operation of virtual stores (the “Brands”). Pure Logistics operates a logistics center specializing in warehousing and distribution services. KeepZone is expanding into homeland security solutions, aiming to deliver multi-layered security systems for critical infrastructure while leveraging its data-driven operational expertise.
In addition, the Company holds, through KeepZone, approximately
As of June 30, 2026, the Group, together with its affiliates, operated eight Brands on Amazon: KnifePlanet, CC-Exquisite, PetEvo, Whoobli, Roshield, Entopest, Rempro, and Birdgo. In addition, the Company has a minority interest in SciSparc U.S., which operates the Wellution brand on Amazon.
| b. | Concentration Risk |
The Group’s activities are mainly conducted through Amazon’s commercial platform. Any material change, whether temporary or permanent, including changes in Amazon’s terms of use and/or its policies, may affect sales performance, and may have a material effect on the Group’s financial position and the results of its operations.
In addition, the Group is engaged with a small number of suppliers as part of the production process of the Brands. Any material change in the supply process, whether temporary or permanent, may affect sales performance and may have a material effect on the Group’s financial position and the results of its operations.
F-6
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 1 — GENERAL INFORMATION (Cont.)
| c. | Liquidity |
During the six months ended June 30, 2026, the Group incurred a net loss of $
The Group intends to continue to finance its operating activities through the sale of products via its Brands, revenues from logistics services, anticipated revenues from KeepZone’s distribution and sales of certain security solutions, and through raising additional capital, as needed, including equity financing and debt financing.
In June 2025, the Company entered into a Securities Purchase Agreement (the “Notes SPA”) with an institutional investor, pursuant to which it may issue and sell, from time to time, convertible promissory notes in the aggregate principal amount of up to $
| d. | Reverse Share Splits |
On February 17, 2026, the Company effected a one-for-fourteen (
On July 31, 2026, the Company effected a one-for-eleven (
All outstanding securities entitling their holders to purchase or receive ordinary shares, including promissory notes, warrants convertible into or exercisable for ordinary shares and restricted share units (“RSUs”), were adjusted pursuant to their terms, as a result of the Reverse Splits. The Reverse Splits did not affect the number of ordinary shares authorized for issuance. All share amounts, per share data and exercise prices have been adjusted retroactively within these financial statements to reflect the Reverse Splits.
F-7
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
| a. | Unaudited Interim Financial Statements |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
The results of operations for the six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2026.
| b. | Principles of Consolidation |
The accompanying condensed consolidated financial statements include the accounts of the Group. All intercompany balances and transactions have been eliminated in consolidation.
| c. | Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, derivative liabilities, useful lives of intangible assets, impairments of intangible assets, as well as estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.
In the preparation of these condensed consolidated financial statements, the significant judgments exercised by management in the application of the Group’s accounting policies and the uncertainty involved in the key sources of those estimates was identical to that used in the Group’s consolidated financial statements for the year ended December 31, 2025.
| d. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the Group’s financial statements for the year ended December 31, 2025.
| e. | Income Taxes |
The Company computes its interim income tax provision based on its estimated annual effective tax rate, adjusted for discrete items arising in the period.
F-8
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| f. | Reclassifications |
Certain prior year amounts have been reclassified to conform to the current financial statement presentation. These reclassifications principally reflect the disaggregation of revenues and cost of revenues into product and service components and the separate presentation of amounts attributable to noncontrolling interests.
| g. | Recently Issued Accounting Pronouncements |
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows a practical expedient that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted ASU 2025-05 effective January 1, 2026, on a prospective basis. The adoption did not have a material impact on these interim condensed consolidated financial statements.
For accounting pronouncements issued but not yet adopted, including ASU 2024-03 regarding disaggregation of income statement expenses and ASU 2025-11 regarding interim reporting, refer to Note 2 to the Company’s consolidated financial statements for the year ended December 31, 2025. There has been no change in the Company’s evaluation of those pronouncements during the period.
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD
| a. |
On January 1, 2026, the Company granted
On January 26, 2026, the Company granted |
| b. | On January 1, 2026, the Company and the holder of the convertible promissory notes issued under the Notes SPA (see Note 8(c)) agreed to decrease the conversion price floor applicable to the convertible promissory note issued on June 26, 2025 to $ |
| c. | On January 13, 2026, Fort Technology entered into an amendment to its convertible loan agreement with EEH Ventures Limited (“EEH”), pursuant to which the option to extend an additional loan of £ |
| d. | On January 22, 2026, the Company issued to certain investors, in a registered direct offering, |
F-9
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD (Cont.)
| e. | 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 £ |
| f. | On February 2, 2026, the Company issued |
| g. | On February 17, 2026, the Company effected the February 2026 Reverse Split (see Note 1(d)). The February 2026 Reverse Split triggered an adjustment to the Series A Warrants under their reverse split reset mechanism, as a result of which an additional |
| h. | On February 18, 2026, the Company issued to the holder a third convertible promissory note under the Notes SPA, in the principal amount of $ |
| i. | On February 23, 2026, the Company sold |
| j. | On March 26, 2026, the Company issued |
| k. | On April 9, 2026, Fort Technology entered into a loan agreement with an institutional investor for a loan of up to $ |
| l. | On May 10, 2026, the Company issued to the holder a fourth convertible promissory note under the Notes SPA, in the principal amount of $ |
F-10
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD (Cont.)
| m. | On June 8, 2026, Fort Technology’s common shares commenced trading on the Nasdaq under the symbol “FRTT”, alongside their continued listing on the TSX-V. 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. The portion of the convertible debentures that was held by the Company ($ |
| n. | On June 8, 2026, the Company entered into securities purchase agreements with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering on June 9, 2026, |
| o. | On June 18, 2026, the Company issued to the holder a fifth convertible promissory note under the Notes SPA, in the principal amount of $ |
| p. |
During the six months ended June 30, 2026, the holder of the convertible promissory notes issued under the Notes SPA converted an aggregate principal and accrued interest amount of $
In addition, during the period, the warrants issued in connection with convertible promissory notes in January 2025, February 2026 and May 2026 were exercised in full into |
| q. | 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. |
F-11
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 4 — INVENTORY
Inventory consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Goods in transit | ||||||||
| Finished goods | ||||||||
NOTE 5 — EQUITY METHOD INVESTMENT
In February 2023, the Company acquired, through KeepZone, approximately
The activity in the investment accounted for using the equity method was as follows:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Balance as of January 1 | ||||||||
| Equity losses | ( | ) | ( | ) | ||||
| Balance as of June 30 | ||||||||
F-12
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 6 — GOODWILL AND INTANGIBLE ASSETS
Total intangible assets consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | ||||||||||||
| Gross Amount | Accumulated Amortization | Net Balance | ||||||||||
| Brands | ( | ) | ||||||||||
| Customer relationships | ( | ) | ||||||||||
| Distribution agreement | ( | ) | ||||||||||
| Total | ( | ) | ||||||||||
| December 31, 2025 | ||||||||||||
| Gross Amount | Accumulated Amortization | Net Balance | ||||||||||
| Brands | ( | ) | ||||||||||
| Customer relationships | ( | ) | ||||||||||
| Distribution agreement | ( | ) | ||||||||||
| Total | ( | ) | ||||||||||
The Brands, customer relationships and distribution agreement are being amortized over useful lives of years, years and years, respectively. Amortization expenses were $
Goodwill amounted to $
events or changes in circumstances indicating impairment of goodwill or of the definite-lived intangible assets were identified during the six months ended June 30, 2026.
NOTE 7 — OTHER PAYABLES
| June 30, 2026 | December 31, 2025 | |||||||
| Government institutions | ||||||||
| Employees and related benefits | ||||||||
| Loan commitment liability (note 3(c)) | ||||||||
| Revenue sharing payment payable | ||||||||
| Accrued expenses | ||||||||
| Payable due to distribution agreement | ||||||||
| Other payables | ||||||||
F-13
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 8 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES
| a. | Additional Warrants |
The Additional Warrants, issued in November 2022, entitle their holders to a share of the Company’s revenues and include a cash redemption feature. Accordingly, they are classified as derivative liabilities and are measured at fair value at each reporting date, with changes in fair value recognized in financial expenses (income), net. The remeasurement of the Additional Warrants resulted in finance income of $
| b. | Series A Warrants |
The Series A Warrants were issued as part of the Company’s January 2024 registered offering and contain price and share reset provisions that preclude equity classification. Accordingly, they are classified as derivative liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in financial expenses (income), net.
The February 2026 Reverse Split triggered an adjustment under the Series A Warrants’ reset mechanism, pursuant to which an additional
During the six months ended June 30, 2026, Series A Warrants were exercised into
| c. | Convertible promissory notes issued under the Notes SPA |
Under the Notes SPA, the Company issued convertible promissory notes in a series of drawdowns: a note issued on June 26, 2025 (the “June 2025 Note”) and a note issued on December 9, 2025 (the “December 2025 Note”), of which the full $
Each Note matures
During the six months ended June 30, 2026, the holder converted the principal and accrued interest outstanding as of December 31, 2025 under the June 2025 Note, and converted the December 2025 Note, the February 2026 Note and the May 2026 Note in full. As of June 30, 2026, the only Note outstanding is the June 2026 Note.
The Notes contain variable conversion terms and other features that do not qualify for equity classification under ASC 815-40. Accordingly, the Notes are classified as liabilities and are recorded in their entirety at fair value through profit or loss, with changes in fair value recognized in financial expenses (income), net. The proceeds of each Note issued together with a warrant (the February 2026, May 2026 and June 2026 issuances) were allocated between the Note and the warrant based on their relative fair values at issuance. The amounts allocated to the Notes were $
F-14
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 8 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES (Cont.)
| d. | Warrants issued with the convertible promissory notes |
Pursuant to the first addendum to the Notes SPA, the Company issued to the holder a warrant to purchase up to
In addition, the warrant issued in January 2025 together with the convertible promissory note issued in January 2025, which was reclassified from a derivative liability to equity on June 30, 2025, was exercised in full during the six months ended June 30, 2026 (see Note 3(p)).
| e. | Fair value measurement |
The Series A Warrants, the Additional Warrants and the Notes are classified within Level 3 of the fair value hierarchy, as their fair values are estimated using valuation models, including binomial option pricing model, with significant unobservable inputs. The revenue forecast over the contractual term of the Additional Warrants is a significant input in their valuation.
The following table presents changes in the fair value of the derivative liabilities during the period.
| Series A Warrants | Additional Warrants | Total derivative liabilities | ||||||||||
| Balance as of December 31, 2025 | ||||||||||||
| Issuance of warrants | ||||||||||||
| Exercise of warrants | ( | ) | ( | ) | ||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Balance as of June 30, 2026 | ||||||||||||
The following table presents the changes in the principal amount and fair value of the convertible promissory notes issued under the Notes SPA during the period:
| Principal amount | Fair Value | |||||||
| Balance as of December 31, 2025 | ||||||||
| Issuance of the February 2026 Note | ||||||||
| Issuance of the May 2026 Note | ||||||||
| Issuance of the June 2026 Note | ||||||||
| Day-one loss recognized at issuance | ||||||||
| Conversions | ( | ) | ( | ) | ||||
| Accrued interest | ||||||||
| Remeasurement loss (gain) recognized in financial expense, net | ( | ) | ||||||
| Balance as of June 30, 2026 | ||||||||
F-15
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 8 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES (Cont.)
The significant inputs used in measuring the fair value of the convertible promissory notes at their respective issuance dates were as follows:
| February 18, 2026 | May 10, 2026 | June 18, 2026 | ||||||||||
| Expected volatility | % | % | % | |||||||||
| Share price | $ | $ | $ | |||||||||
| Risk-free interest rate | % | % | % | |||||||||
| Dividend yield | ||||||||||||
| Expected life (years) | ||||||||||||
| Fair value of note at issuance | $ | $ | $ | |||||||||
The convertible promissory notes do not have a single fixed exercise price. The conversion price is determined at each conversion as the greater of the floor price and a fixed percentage of recent trading prices, as described above. The valuation model simulate this conversion-price mechanism over the expected life of the Notes, and accordingly no single exercise-price input is presented.
The following tables present the significant unobservable inputs used for the calculation of fair value as of June 30, 2026:
Series A Warrants:
| June 30, 2026 | December 31, 2025 | |||||||
| Expected volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (years) | ||||||||
Additional Warrants:
| June 30, 2026 | December 31, 2025 | |||||||
| Expected volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (years) | ||||||||
| Weighted average cost of capital (WACC) | % | % | ||||||
Convertible promissory notes:
| June 30, 2026 | December 31, 2025 | |||||||
| Expected volatility | % | % | ||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (years) | ||||||||
F-16
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 9 — FINANCE (INCOME) EXPENSE, NET
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Change in fair value of convertible promissory notes and derivative liabilities | ( | ) | ||||||
| Exchange rate differences | ( | ) | ||||||
| Interest and discount amortization on convertible debenture | ||||||||
| Interest expenses (income) | ( | ) | ( | ) | ||||
| Issuance costs | ||||||||
| Derecognition of loan commitment liability | ( | ) | ||||||
| Revaluation of securities - fair value through profit or loss | ( | ) | ||||||
| Remeasurement of Deferred Payment | ||||||||
| Interest expense on Deferred Payment (see note 13(c)(5)) | ||||||||
| Interest and discount amortization on convertible loan receivable | ( | ) | ||||||
| Exchange rate differences on convertible loan receivable | ||||||||
| Other finance expenses | ||||||||
| Financial expenses (income), net | ( | ) | ||||||
Interest and discount amortization on the convertible debentures reflects the period from January 1, 2026 through their automatic conversion into units upon the Nasdaq listing of Fort Technology on June 8, 2026 (see Note 3(m)).
NOTE 10 — TAXES ON INCOME
Nexera and Top Rank are taxed according to Israeli tax laws, at a corporate tax rate of
The Company computes its interim income tax provision based on its estimated annual effective tax rate, adjusted for discrete items arising in the period. For the six months ended June 30, 2026 and 2025, the Company recorded tax expense of $
The components of tax expense (benefit) were as follows:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Current taxes | ||||||||
| Deferred taxes | ( | ) | ||||||
| Tax expense (benefit) | ( | ) | ||||||
F-17
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 11 — NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO NEXERA TECHNOLOGIES LTD
The following table sets forth the computation of basic and diluted net loss per ordinary share:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to Nexera Technologies Ltd shareholders | ( | ) | ( | ) | ||||
| Weighted-average ordinary shares used in computing basic and diluted net loss per share | ||||||||
| Basic and diluted net loss per ordinary share attributable to Nexera Technologies Ltd | ( | ) | ( | ) | ||||
The following potentially dilutive securities were excluded from the computation of diluted net loss per ordinary share because their effect would have been antidilutive: warrants (including the warrants issued in the Company’s initial public offering, the Additional Warrants, the Series A Warrants, the Series B Warrants, the underwriter warrants and the warrants issued under the Notes SPA and in the June 2026 private placement, and other warrants) and RSUs under the Company’s incentive plans, totaling
NOTE 12 — SEGMENT INFORMATION
Segment information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the (“CEO”), manages the business, makes operational decisions and assesses performance. The Company has
The table below summarizes the significant expense categories regularly reviewed by the CODM for the six months ended June 30, 2026 and 2025:
| E-commerce | Logistics | Corporate/Other (3) | Total | |||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Cost of revenues and cost of advertising (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating expenses (2) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other segment items (3) | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Six months ended June 30, 2025 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Cost of revenues and cost of advertising (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating expenses (2) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other segment items (3) | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||
| (1) |
F-18
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 12 — SEGMENT INFORMATION (Cont.)
| (2) |
|
| (3) |
Revenues are attributed to geographic areas:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| America | ||||||||
| United Kingdom | ||||||||
| France | ||||||||
| Other Europe | ||||||||
NOTE 13 — RELATED PARTIES
Until July 31, 2025, Pure Capital and Xylo were considered related parties due to a family relationship between the former CEO and Pure Capital. Following the former CEO’s resignation in July 2025, Pure Capital and Xylo are no longer considered related parties. Accordingly, the related party transactions with Pure Capital and Xylo presented for the six months ended June 30, 2025 reflect the terms in effect during that period, and no related party balances with Pure Capital or Xylo were outstanding as of June 30, 2026 or December 31, 2025.
| a. | Transactions with interested and related parties: |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cost of sales: | ||||||||
| Inventory storage (c1) | ||||||||
| Purchased goods | ||||||||
| General and administrative: | ||||||||
| Consulting fees (c1), (c2), (c4) | ||||||||
| Share-based payment (c4),(c6) | ||||||||
| Revenue sharing payment | ||||||||
| Other income: | ||||||||
| Consulting Agreement (c3) | ( | ) | ( | ) | ||||
| Financial expenses (income), net: | ||||||||
| Interest expense on Deferred Payment (c5) | ||||||||
F-19
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 13 — RELATED PARTIES (Cont.)
| b. | Balances with interested and related parties: |
| Period ended | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Assets: | ||||||||
| Other receivables – non-current (c3) | ||||||||
| c. | Additional information: |
| (*) |
Pure Capital Ltd. (Pure Capital) holds
Until July 31, 2025, Pure Capital and Xylo were considered related parties due to a family relationship between the Company’s former CEO and Pure Capital. Following the former CEO’s resignation in July 2025, Pure Capital and Xylo are no longer considered related parties. Accordingly, the no related party transactions with Pure Capital and Xylo for the Six months ended June 30, 2026 and no related party transactions balances with Pure Capital or Xylo were outstanding as of June 30, 2026. |
| 1. |
On October 26, 2022, the Company and Pure Capital entered into a consulting agreement (the “Pure Capital Consulting Agreement”), pursuant to which Pure Capital agreed to provide consulting services to the Company for a monthly fee of NIS
Additionally, on October 26, 2022, the Company and Pure Logistics, a company previously wholly-owned by Pure Capital and a former director of the Company, entered into a warehouse storage agreement located in New Jersey. On March 18, 2025, the Company acquired all of the issued and outstanding equity interests of Pure Logistics (which was accounted for as a related-party transaction prior to the acquisition). |
On August 1, 2025, the Company and Pure Capital entered into a second amendment to the Pure Capital Consulting Agreement, pursuant to which Pure Capital is no longer entitled to receive a monthly consulting fee and is entitled to receive reimbursement of expenses for up to $
| 2. |
On April 30, 2024, the Company entered into a consulting agreement (the “Xylo Consulting Agreement”) with Xylo Technologies Ltd. (formerly Medigus Ltd.) (“Xylo”), pursuant to which Xylo agreed to provide consulting services to the Company for a monthly fee of $
On April 7, 2025, the Company and Xylo entered into an amendment to the Xylo Consulting Agreement pursuant to which the monthly fee payable to Xylo was reduced to $ |
F-20
NEXERA TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (U.S. dollars in thousands, except per share data)
NOTE 13 — RELATED PARTIES (Cont.)
| 3. |
On March 22, 2023, the Company entered into a consulting agreement with SciSparc U.S. (the “SciSparc Consulting Agreement”), pursuant to which the Company agreed to provide management services to SciSparc U.S. for the Wellution brand for a monthly fee of $
On July 28, 2025, the Company and SciSparc U.S. entered into a side letter to the SciSparc Consulting Agreement, pursuant to which, as of July 28, 2025, all consulting fees that were outstanding or that would accrue for services rendered after such date, shall be payable only (i) out of the Company’s positive cash flow and (ii) not earlier than October 30, 2026. |
| 4. | In January 2026, KeepZone entered into a consulting agreement with a member of the Company’s Board of Directors for the provision of business development services for a monthly fees of $2.5. In connection with the engagement, the Company granted the director RSUs in January 2026 (see Note 3(a)). |
| 5. | The Deferred Payment represents the deferred consideration for the acquisition of Pure Logistics (see (c)(1) above). Interest expense on the Deferred Payment is recognized within financial expenses (income), net. |
| 6. |
On April 9, 2025, the Company granted Pure Capital and Xylo ordinary shares. |
NOTE 14 — SUBSEQUENT EVENTS
| a. | On July 31, 2026, the Company effected the July 2026 Reverse Split (see Note 1(d)). The July 2026 Reverse Split triggered the reset provisions of the Series A Warrants, pursuant to which |
| b. | On August 11, 2026, Fort Technology entered into definitive agreements to acquire |
| c. |
Subsequent to June 30, 2026, the holder of the June 2026 Note converted $ |
| d. |
Subsequent to June 30, 2026, the holders of warrants from the registered direct offering that closed on June 9, 2026 (see note 3(n)) exercised warrants to purchase |
F-21
Exhibit 99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Six Months Ended June 30, 2026.
Cautionary Note Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements”. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our ability to raise capital through the issuance of additional securities; | |
| ● | our belief that our cash and cash equivalents as of June 30, 2026, together with the expected proceeds from additional drawdowns under the Notes SPA (as defined below), will be sufficient to fund our operations for more than the next twelve months; | |
| ● | our ability to adapt to significant future alterations in Amazon’s policies; | |
| ● | our ability to sell our existing products and continue growing our brands and product offerings, including by expanding into new brands, products and services; | |
| ● | our ability to meet our expectations regarding the revenue growth and the demand for e-commerce; | |
| ● | our ability to successfully integrate or execute upon the logistics center operations business of Pure NJ Logistics LLC, or Pure Logistics, which we acquired in March 2025; | |
| ● | our ability to execute the expansion of KeepZone AI Inc. (formerly known as Jeffs’ Brands Holdings Inc.), or KeepZone, into homeland security solutions and to generate revenues from its reseller and distribution agreements; | |
| ● | our ability to integrate Logia USA Inc.; | |
| ● | the overall global economic environment; | |
| ● | the impact of tariffs and other trade barriers imposed by the United States or other jurisdictions on our products, costs and supply chain; | |
| ● | the impact of competition and new e-commerce technologies; | |
| ● | projected capital expenditures and liquidity; | |
| ● | our ability to retain key executive members; | |
| ● | the impact of possible changes in Amazon’s policies and terms of use; |
| ● | our expectations regarding our tax classifications; | |
| ● | how long we will qualify as an emerging growth company or a foreign private issuer; | |
| ● | interpretations of current laws and the passages of future laws; | |
| ● | changes in our strategy; | |
| ● | general market, political and economic conditions in the countries where our headquarters are located or in which we operate, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues; and | |
| ● | litigation. |
The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2025, or our Annual Report, filed with the Securities and Exchange Commission, or the SEC, on April 1, 2026 and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.
Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
General
Introduction
Unless indicated otherwise by the context, all references in this report to “Nexera”, the “Company”, “we”, “us” or “our” are to Nexera Technologies Ltd (formerly known as Jeffs’ Brands Ltd). When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
| ● | “dollars” or “$” means United States dollars; | |
| ● | “NIS” means New Israeli Shekels; and | |
| ● | “Ordinary Shares” means our ordinary shares, no par value per share. |
You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements as of and for the six months ended June 30, 2026, and notes thereto, and together with our audited consolidated financial statements for the year ended December 31, 2025 and related notes thereto included in our Annual Report filed with the SEC.
Unless otherwise indicated, dollars are in thousands.
Overview
We are engaged in the retail sector, mainly through a data driven e-commerce business operating primarily on the Amazon marketplace, or Amazon, and we have recently begun expanding into the global homeland security, or HLS, sector through advanced artificial intelligence, or AI, driven solutions. We were incorporated in Israel in March 2021, under the name Jeffs’ Brands Ltd, to provide various services, such as management, operation and logistics, marketing and financial services to our subsidiaries that operate online stores for the sale of various consumer products on Amazon, utilizing the Fulfillment by Amazon, or FBA, model.
Effective March 26, 2026, we changed our name from Jeffs’ Brands Ltd to Nexera Technologies Ltd, and effective March 31, 2026 our Ordinary Shares and public warrants began trading on the Nasdaq Capital Market under the new symbols “NEXR” and “NEXRW”, respectively.
| 2 |
As of June 30, 2026, we had seven wholly or majority owned subsidiaries, held directly by us or through our subsidiaries: Fort Technology Inc., or Fort Technology; Fort Products Ltd., or Fort; Fort Products LLC, or Fort U.S.; Smart Repair Pro; Pure Logistics; KeepZone; and Top Rank Ltd. In addition, we have a minority interest in SciSparc Nutraceuticals Inc., or SciSparc U.S., which operates the Wellution brand on Amazon.
On August 26, 2026, Fort Technology acquired 50.1% of the issued and outstanding share capital of Logia USA Inc., or Logia, a Delaware corporation engaged in fuel-integrity solutions for data centers, and Logia became its indirect majority owned subsidiary. For additional information, see “Recent Developments – Acquisition of Logia USA Inc.” below.
Fort Technology’s common shares are listed on the TSX Venture Exchange, or the TSX-V, and, since June 8, 2026, on the Nasdaq Capital Market under the symbol “FRTT”. As of June 30, 2026, we held approximately 70.82% of Fort Technology’s outstanding common shares, which decreased to approximately 70.19% following Fort Technology’s issuance of common shares as consideration for the Logia acquisition.
As of June 30, 2026, we, together with our subsidiaries and affiliates, operated nine brands on Amazon: KnifePlanet, CC-Exquisite, PetEvo, Whoobli, Roshield, Entopest, Rempro, Birdgo and Wellution.
In addition to executing the FBA business model, we utilize internal methodologies to analyze sales data and patterns on Amazon in order to identify existing stores, niches and products that have the potential for development and growth, and to maximize sales of existing proprietary products. We also use our own skills, know-how and profound familiarity with Amazon’s algorithm and all the tools that the FBA platform has to offer. As a supplement to our e-commerce operations, Pure Logistics operates a strategically located logistics center in New Jersey, which we anticipate will strengthen our supply chain and third-party service offerings. Through KeepZone we expanded into homeland security solutions, and on December 4, 2025 KeepZone entered into a distribution agreement with Scanary Ltd., or Scanary, an Israeli deep-tech developer of 3D imaging, electromagnetic and AI-powered threat detection systems. We aim to deliver comprehensive, multi-layered security ecosystems for critical infrastructure worldwide, capitalizing on the HLS market’s significant growth potential while leveraging our expertise in data-driven operations.
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.
| 3 |
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.
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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.
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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.
Comparison of the Results for the Six Months Ended June 30, 2026 and 2025
Results of Operations
The following table discloses our results of operations for the periods presented:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Revenues | ||||||||
| Product revenue | 8,525 | 6,372 | ||||||
| Service revenue | 1,891 | 612 | ||||||
| Total revenues | 10,416 | 6,984 | ||||||
| Cost of revenues | ||||||||
| Product | 7,089 | 5,664 | ||||||
| Service | 1,618 | 751 | ||||||
| Total cost of revenues | 8,707 | 6,415 | ||||||
| Gross profit | 1,709 | 569 | ||||||
| Sales and marketing | 1,403 | 661 | ||||||
| General and administrative | 5,168 | 3,483 | ||||||
| Equity losses | 67 | 76 | ||||||
| Other expenses (income) | (60 | ) | (65 | ) | ||||
| Operating loss | (4,869 | ) | (3,586 | ) | ||||
| Financial expenses (income), net | 3,513 | (750 | ) | |||||
| Loss before taxes | (8,382 | ) | (2,836 | ) | ||||
| Tax expense (benefit) | 58 | (94 | ) | |||||
| Net loss for the period | (8,440 | ) | (2,742 | ) | ||||
| Net loss attributable to noncontrolling interests | (493 | ) | - | |||||
| Net loss attributable to Nexera Technologies Ltd shareholders | (7,947 | ) | (2,742 | ) | ||||
Revenues
Our revenues are primarily derived from sales on Amazon and from warehousing and distribution services provided by Pure Logistics, which we acquired on March 18, 2025. Accordingly, our revenues for the six months ended June 30, 2025 include income from warehousing and distribution services only from the date of that acquisition, while our revenues for the six months ended June 30, 2026 include a full six months of those services.
Our revenues for the six months ended June 30, 2026 were $10,416 compared to $6,984 for the six months ended June 30, 2025. This represents an increase of $3,432, or 49%. The increase was primarily driven by our e-commerce operations, where revenues grew by $2,153, or 34%, to $8,525, and by our logistics operations, where revenues grew by $1,279, or 209%, to $1,891.
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Revenues attributed to the United Kingdom increased to $6,374 from $4,616, revenues attributed to America increased to $2,747 from $1,631, revenues attributed to Europe increased to $1,295 from $737. The increase in revenues is primarily attributed to America is primarily the warehousing and distribution revenues of Pure Logistics, partially offset by lower Amazon revenues at Smart Repair Pro.
Within e-commerce, the revenues of Fort increased by $2,433, or 49%, to $7,356, driven primarily by an increase of approximately 56% in the number of units sold on the Amazon marketplaces. Growth was led by the United Kingdom, together with accelerated growth across the other European marketplaces. That growth was partially offset by a decrease of $280 in the revenues of Smart Repair Pro.
The increase in our logistics revenues reflects a full six months of warehousing and distribution services provided by Pure Logistics, which we acquired on March 18, 2025, compared with the period from the acquisition date in the comparative period, as well as growth in the underlying activity.
Cost of revenues
Our cost of revenues consists mainly of the purchase of finished goods, freight, storage, cost of commissions to Amazon, change in inventory, salaries and lease agreements.
Our total cost of revenues for the six months ended June 30, 2026 was $8,707 compared to $6,415 for the six months ended June 30, 2025, an increase of $2,292, or 36%. The cost of revenues as a percentage of revenues decreased to 83.6% from 91.9%.
Product cost of revenues
The following table discloses the breakdown of product cost of revenues for the periods set forth below:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Purchases of finished goods | $ | 2,603 | $ | 2,016 | ||||
| Freight | 368 | 464 | ||||||
| Storage | 129 | 96 | ||||||
| Salary | 250 | 136 | ||||||
| Packing supplies | 49 | 31 | ||||||
| Depreciation | 16 | - | ||||||
| Cost of commissions | 3,601 | 2,959 | ||||||
| Decrease (increase) in inventory | 73 | (38 | ) | |||||
| Total | 7,089 | 5,664 | ||||||
Cost of commissions for the six months ended June 30, 2026 were $3,601, compared to $2,959 for the six months ended June 30, 2025, an increase of $642, or 22%, and represented approximately 42% of product revenues compared to approximately 46% for the six months ended June 30, 2025. While the absolute amount increased with the higher sales volume, the fee rate as a percentage of sales improved, primarily due to changes in Amazon referral fee rates as well as the Company’s improvements in its supply chain.
Purchases of finished goods and change in inventory for the six months ended June 30, 2026 were $2,676, compared to $1,978 for the six months ended June 30, 2025, an increase of $698, or 35%, consistent with the increase in product revenues, and represented approximately 31% of product revenues in both periods.
Freight expenses for the six months ended June 30, 2026 were $368, compared to $464 for the six months ended June 30, 2025, a decrease of $96, or 21%, primarily reflecting changes in our supply chain that shortened shipping routes to Amazon fulfillment centers. Storage expenses increased by $33, or 34%, to $129, consistent with the increase in sales volume.
Salary included in product cost of revenues for the six months ended June 30, 2026 were $250, compared to $136 for the six months ended June 30, 2025. The increase reflects $124 of warehouse and occupancy costs allocated to cost of revenues in the current period, which in the comparative period were presented within general and administrative expenses; excluding those allocated costs, salary remained stable notwithstanding the increase in revenues.
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Service cost of revenues
The following table discloses the breakdown of service cost of revenues for the periods set forth below:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Freight | 111 | 26 | ||||||
| Leases | 423 | 230 | ||||||
| Salary | 419 | 222 | ||||||
| Subcontractors | 639 | 2 | ||||||
| Other | 26 | 271 | ||||||
| Total | 1,618 | 751 | ||||||
Service cost of revenues for the six months ended June 30, 2026 were $1,618, compared to $751 for the six months ended June 30, 2025, and consists of the costs of the warehousing and distribution operations of Pure Logistics, including the warehouse lease, salaries, subcontractor fees and expenses and freight charges. Other service cost of revenues comprises the amortization of the excess cost allocated on the acquisition of Pure Logistics to its warehouse leases, of $26 and $271 for the six months ended June 30, 2026 and 2025, respectively. The increase reflects a full six months of Pure Logistics operations, compared with the period from its acquisition in the comparative period, and the higher level of activity of those operations.
Gross profit
Our gross profit for the six months ended June 30, 2026 was $1,709 compared to $569 for the six months ended June 30, 2025. This represents an increase of $1,140, or 200%. Our gross margin improved to 16.4% from 8.1%.
Product gross profit for the six months ended June 30, 2026 was $1,436, a gross margin of 16.8%, compared to $708, a gross margin of 11.1%, for the six months ended June 30, 2025. The improvement was driven primarily by lower Amazon fee rates and by operating leverage on the higher sales volume.
Service gross profit for the six months ended June 30, 2026 was $273, compared to gross loss of $139 for the six months ended June 30, 2025, an increase of $412. Our service gross margin improved to 14.4% from a negative margin of (22.7)%. The improvement reflects the full-period contribution and the higher level of activity of Pure Logistics, whose revenues grew faster than its cost base.
Operating expenses, net
Our operating expenses consist of four components: sales and marketing expenses, general and administrative expenses, equity losses and other expenses (income).
Sales and marketing expenses
Our sales and marketing expenses consist primarily of Amazon marketing fees, consultant fees and other sales and marketing expenses.
The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Advertising | $ | 762 | $ | 546 | ||||
| Wages, consultants, salaries and related expenses | 260 | 26 | ||||||
| Amortization of intangible assets | 367 | - | ||||||
| Other sales and marketing expenses | 14 | 89 | ||||||
| Total | 1,403 | 661 | ||||||
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Our sales and marketing expenses for the six months ended June 30, 2026 were $1,403 compared to $661 for the six months ended June 30, 2025, an increase of $742, or 112%.
Advertising expenses for the six months ended June 30, 2026 were $762, compared to $546 for the six months ended June 30, 2025, an increase of $216, or 40%, consistent with the increase in our revenues, and represented approximately 7.3% of our revenues compared to approximately 7.8% in the comparative period.
Wages, consultants, salaries and related expenses for the six months ended June 30, 2026 were $260, compared to $26 for the six months ended June 30, 2025. The increase is primarily attributable to an increase in Fort’s expenses related to consultant fees.
Amortization of intangible assets of $367 comprises $250 relating to the distribution agreement held by KeepZone and $117 of amortization of the customer relationships acquired in the Pure Logistics acquisition.
General and administrative expenses
Our general and administrative expenses consist primarily of salaries and related expenses, professional service fees, legal, amortization of intangible assets and other general and administrative expenses.
The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Payroll and related expenses | $ | 789 | $ | 583 | ||||
| Professional services and consulting fees | 2,076 | 1,243 | ||||||
| Share based compensation | 904 | 509 | ||||||
| Rent and office maintenance | 88 | 147 | ||||||
| Amortization of intangible assets | 380 | 404 | ||||||
| Insurance | 128 | 120 | ||||||
| Other expenses | 803 | 477 | ||||||
| Total | 5,168 | 3,483 | ||||||
Our general and administrative expenses for the six months ended June 30, 2026 were $5,168 compared to $3,483 for the six months ended June 30, 2025, an increase of $1,685, or 48%. Fort Technology was first consolidated on July 7, 2025 and is therefore not reflected in the comparative period, which reflects the expenses of Fort and Fort U.S. only.
Professional services and consulting fees for the six months ended June 30, 2026 were $2,076, compared to $1,243 for the six months ended June 30, 2025, an increase of $833, or 67%, which is primarily attributable to professional fees of $1,213 incurred by Fort Technology in connection with the listing of its common shares on Nasdaq in June 2026 and operating as a dual listed public company, and professional fees of $76 incurred by KeepZone in connection with our HLS sector, partially offset by. a decrease in parent-level professional fees of $340.
Share based compensation for the six months ended June 30, 2026 was $904, compared to $509 for the six months ended June 30, 2025, an increase of $395, or 78%, relating to our grant of restricted share units and restricted shares in January and March 2026 and grants of restricted share units by Fort Technology.
Payroll and related expenses for the six months ended June 30, 2026 were $789, compared to $583 for the six months ended June 30, 2025, an increase of $206, or 35%, primarily attributable to increases in headcount and salaries and to the consolidation of Fort Technology, as well as to the appreciation of the NIS against the U.S. dollar, as most of our payroll is denominated in NIS.
Other expenses for the six months ended June 30, 2026 were $803, compared to $477 for the six months ended June 30, 2025, primarily attributable to an increase $92 related to Fort’s listing expenses, $78 in revenue-sharing payments to the holders of the Additional Warrants due to the increase of revenues, $42 in compensation paid to our directors, partially offset by a decrease of $29 in travel and entertainment expenses.
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Other income
Our other income for the six months ended June 30, 2026 was $60 compared to $65 for the six months ended June 30, 2025. Other income consists primarily of management fees received from SciSparc U.S., pursuant to our existing consulting agreement with SciSparc U.S.
Share of losses accounted for at equity
Our share of losses accounted for as equity for the six months ended June 30, 2026 was $67 compared to $76 for the six months ended June 30, 2025, which is attributable to losses incurred from our investment in SciSparc U.S.
Operating loss
Our operating loss for the six months ended June 30, 2026 was $4,869, compared to operating loss of $3,586 for the six months ended June 30, 2025, an increase of $1,283, or 36%. The increase reflects an increase of $2,423 in our operating expenses, partially offset by the increase of $1,140 in our gross profit, and is driven mainly by the professional, listing and share-based compensation costs described above, a substantial part of which relate to Fort Technology.
Financial expenses (income), net
We recorded net financial expenses of $3,513 for the six months ended June 30, 2026, compared to net financial income of $750 for the six months ended June 30, 2025, a change of $4,263. The change is attributable almost entirely to the change in the fair value of our convertible promissory notes and derivative liabilities, which was an expense of $3,470 for the six months ended June 30, 2026 compared to income of $942 for the six months ended June 30, 2025.
The following table discloses the components of financial expenses (income), net for the periods set forth below:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Change in fair value of convertible promissory notes and derivative liabilities | 3,470 | (942 | ) | |||||
| Exchange rate differences | (3 | ) | 3 | |||||
| Interest and discount amortization on convertible debenture | 170 | - | ||||||
| Interest expenses (income) | (3 | ) | (6 | ) | ||||
| Issuance costs | 102 | 150 | ||||||
| Derecognition of loan commitment liability | (258 | ) | - | |||||
| Revaluation of securities - fair value through profit or loss | - | (1 | ) | |||||
| Remeasurement of Deferred Payment | - | 25 | ||||||
| Interest expense on Deferred Payment | - | 13 | ||||||
| Interest and discount amortization on convertible loan receivable | (57 | ) | - | |||||
| Exchange rate differences on convertible loan receivable | 51 | - | ||||||
| Other finance expenses | 41 | 8 | ||||||
| Financial expenses (income), net | 3,513 | (750 | ) | |||||
Our warrant derivative liabilities produced a net charge of $205 in the current period, compared to income of $5,628 in the comparative period. The February 2026 Reverse Split triggered the reset provisions of the Series A Warrants, giving rise to a charge of $4,964, which was largely offset by remeasurement income on those warrants of $4,630, compared to $4,260 in the comparative period, and by income of $129 on the remeasurement of the warrants issued in our November 2022 offering, or the Additional Warrants.
Our convertible promissory notes produced a charge of $3,265 in the current period, compared to $4,686 in the comparative period. The current period includes a day one loss of $3,748 recognized on the convertible promissory notes issued during the period, being the excess of their initial fair value over the amount allocated to them, partially offset by income of $509 on their subsequent remeasurement.
Issuance costs of convertible promissory notes amounted to $102, compared to $150 in the comparative period. The current period also includes interest and discount amortization of $170 on the Fort Technology convertible debentures through their conversion into units upon the Nasdaq listing of Fort Technology, and income of $258 from the derecognition of a loan commitment liability.
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Net loss for the period
Our net loss for the six months ended June 30, 2026 was $8,440, compared to net loss of $2,742 for the six months ended June 30, 2025, an increase of $5,698, or 208%. The increase is attributable primarily to the change of $4,263 in financial expenses (income), net and to the increase of $1,685 in general and administrative expenses, partially offset by the increase of $1,140 in gross profit. Of the net loss for the six months ended June 30, 2026, $493 was attributable to noncontrolling interests in Fort Technology and $7,947 was attributable to our shareholders.
Critical Accounting Estimates
We describe our significant accounting policies more fully in Note 2 to our unaudited financial statements for the six months ended June 30, 2026. There have been no material changes to our critical accounting policies as described in the Annual Report other than as described in Note 2 to our unaudited consolidated financial statements for the six months ended June 30, 2026. We believe that the accounting policies described in Note 2 to our unaudited financial statements for the six months ended June 30, 2026 and under “Item 5.E. Critical Accounting Estimates” in our Annual Report - derivative liabilities, intangible asset valuation, goodwill and business combinations - are critical in order to fully understand and evaluate our financial condition and results of operations.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
Liquidity and Capital Resources
Overview
Since our inception in March 2021 to date, we have financed our operations primarily through funds we received from loans and proceeds from sales on Amazon (after deducting FBA fees and advertising fees) and the issuance of Ordinary Shares, warrants and convertible promissory notes, including through our initial public offering, the issuance of our securities in private placements and registered offerings. As of June 30, 2026 and 2025, we had approximately $8,359 and $6,066, respectively, in cash and cash equivalents.
The table below presents our cash flow for the periods indicated:
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Net cash from (used in) operating activities | $ | (2,983 | ) | $ | (2,409 | ) | ||
| Net cash from (used in) investing activities | (18 | ) | (2,259 | ) | ||||
| Net cash from (used in) financing activities | 9,697 | 8,140 | ||||||
| Net increase (decrease) in cash and cash equivalents | 6,696 | 3,472 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 27 | 30 | ||||||
| Cash and cash equivalents at beginning of the period | 1,636 | 2,564 | ||||||
| Cash and cash equivalents at end of the period | 8,359 | 6,066 | ||||||
We expect that for the foreseeable future we will finance our activities using the proceeds from sales of our existing and future brands.
Operating activities
Our net cash used in operating activities was $2,983 for the six months ended June 30, 2026, compared to net cash used in operating activities of $2,409 for the six months ended June 30, 2025, an increase of $574 in net cash used. The increase primarily reflects the higher net loss for the period, which was largely offset by non-cash charges, principally the change in the fair value of our convertible promissory notes and derivative liabilities of $3,470, share-based payment of $904 and depreciation and amortization of $763 (amortization of intangible assets of $738 and depreciation of $25), as well as by changes in working capital.
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Investing activities
Our net cash used in investing activities was $18 for the six months ended June 30, 2026, compared to net cash used in investing activities of $2,259 for the six months ended June 30, 2025. The decrease of $2,241 in net cash used reflects the acquisition of Pure Logistics, net of cash acquired, of $2,253 in the comparative period.
Financing activities
Our net cash provided by financing activities was $9,697 for the six months ended June 30, 2026, compared to net cash provided by financing activities of $8,140 for the six months ended June 30, 2025, an increase of $1,557, or 19%. Financing activities in the period consisted of proceeds of $3,915 from the issuance of convertible promissory notes, $3,322 from the issuances of Ordinary Shares and warrants in the January and June 2026 offerings, $1,664 from exercises of warrants, $670 from the sale of Fort Technology shares to noncontrolling interests, $100 from a third-party loan and $26 from exercises of Fort Technology warrants and options by noncontrolling interests.
Financial arrangements
On June 26, 2025, we entered into the Notes SPA with an institutional investor. Pursuant to the Notes SPA, we may issue, from time to time, convertible promissory notes up to an aggregate principal amount of $100 million.
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. Subject to certain conditions, we may request additional drawdowns of up to $2,500,000 in each quarter, with a purchase price equal to 90% of the principal amount. During the six months ended June 30, 2026, we drew down three additional convertible promissory notes under the Notes SPA, in an aggregate principal amount of $4,350,000, and as of June 30, 2026 the convertible promissory note issued on June 18, 2026 was the only note outstanding. As of the date of this report, we may request additional drawdowns of up to $87,500,000 under the Notes SPA over its remaining term.
Current outlook
We have financed our operations to date primarily through proceeds from our initial public offering, the January 2024 PIPE, the January 2025 Promissory Note, the May 2025 Registered Direct Offering, the January Offering, the June 2026 registered direct offering and concurrent private placement, the Notes SPA and proceeds from sales on the different Amazon platforms (after FBA fees and advertising fees).
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As of June 30, 2026, our cash and cash equivalents were $8,359. We expect that our cash and cash equivalents as of the date of this report, together with the expected proceeds from additional drawdowns under the Notes SPA, will be sufficient to fund our current operations for more than twelve months from such date. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of purchasing new brands and their development plans; | |
| ● | the costs of operating Pure Logistics, Fort Technology and KeepZone; |
| ● | the costs of manufacturing and shipment of our products; |
| ● | the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; |
| ● | the magnitude of our general and administrative expenses; and | |
| ● | the costs of expanding KeepZone’s homeland security activities and of integrating Logia. |
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of U.S. dollar/NIS exchange rates and U.S. dollar/British pound sterling, or GBP, which is discussed in detail in the following paragraph.
Impact of Inflation and Currency Fluctuations
Our functional and reporting currency is the U.S. dollar. We incur some of our income and expenses in other currencies. As a result, we are exposed to the risk that the rate of inflation in countries in which we are active other than the United States will exceed the rate of devaluation of such countries’ currencies in relation to the dollar or that the timing of any such devaluation will lag behind inflation in such countries.
Global inflation has risen in 2026. To date, we have not been subject to inflationary pressures. We cannot assure you that we will not be adversely affected in the future.
As of June 30, 2026 the annual rate of inflation in Israel was 1.6%. The NIS appreciated against the U.S. dollar by approximately 6.6% for the six months ended June 30, 2026 and appreciated by approximately 7.54% for the six months ended June 30, 2025.
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