20-F: Nexera Technologies Pivots to HLS Amidst Mixed 2025 Financials

Nexera Technologies, formerly Jeffs Brands, reported a 19.3% revenue increase and reduced net loss in 2025, driven by HLS expansion and UK e-commerce, while navigating significant operational and market risks.

Summary

• The company underwent a corporate rebranding from Jeffs Brands Ltd to Nexera Technologies Ltd, effective March 26, 2026, to reflect a strategic focus on Homeland Security (HLS) and advanced AI technologies.
• Total revenues for the year ended December 31, 2025, increased by 19.3% to $16,830 thousand from $13,688 thousand in 2024.
• Product revenue grew to $14,412 thousand in 2025 from $13,688 thousand in 2024, primarily due to strong performance from the Fort brand in the U.K. and Europe.
• Service revenue, introduced in 2025 following the acquisition of Pure Logistics, amounted to $2,418 thousand.
• Net loss decreased by 48% to $4,047 thousand in 2025 from $7,804 thousand in 2024.
• Operating loss increased by 26% to $7,841 thousand in 2025 from $6,204 thousand in 2024, mainly due to increased sales and marketing and general and administrative expenses.
• Net financial income was $3,058 thousand in 2025, a significant improvement from a net financial expense of $1,290 thousand in 2024, primarily due to changes in the fair value of derivative liabilities and convertible promissory notes.
• The company acquired Pure Logistics in March 2025 for $2,822 thousand to strengthen its supply chain and third-party service offerings.
• A reverse recapitalization with Fort Technology Inc. was completed in July 2025, resulting in a 75.02% controlling equity interest in Fort Technology.
• Multiple reverse share splits were effected: 1-for-13 in November 2024, 1-for-17 in June 2025, and 1-for-14 in February 2026.
• The company received a Nasdaq notification on January 22, 2026, for not meeting the minimum market value of publicly held shares requirement, but confirmed compliance on March 12, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing. While revenue growth and a reduced net loss are positive, the increasing operating loss, significant cash burn from operations and investments, and the history of multiple reverse stock splits indicate ongoing financial challenges and a high-risk strategic pivot. The HLS segment is promising but currently generates no revenue.

Positives

• Total revenues increased by 19.3% year-over-year to $16,830 thousand in 2025.
• Net loss significantly decreased by 48% to $4,047 thousand in 2025 from $7,804 thousand in 2024.
• Successful expansion into the Homeland Security (HLS) sector through KeepZone AI Inc. with multiple strategic distribution agreements.
• The acquisition of Pure Logistics strengthens the supply chain and introduces a new service revenue stream, generating $2,418 thousand in 2025.
• Strong performance from the Fort brand in the U.K. and Europe, particularly France, contributed to product revenue growth.
• Net financial income improved significantly to $3,058 thousand in 2025 from a net financial expense of $1,290 thousand in 2024.
• Management believes existing cash and the convertible note facility are sufficient to fund operations for the next 12 months.
• Nasdaq compliance for the minimum market value of publicly held shares requirement was confirmed on March 12, 2026.

Negatives

• Operating loss increased by 26% to $7,841 thousand in 2025 from $6,204 thousand in 2024, primarily due to higher sales and marketing and general and administrative expenses.
• Cash and cash equivalents decreased to $1,636 thousand as of December 31, 2025, from $2,564 thousand in 2024.
• Net cash used in operating activities increased to $6,221 thousand in 2025 from $5,875 thousand in 2024.
• Net cash used in investing activities significantly increased to $4,504 thousand in 2025 from $572 thousand in 2024, largely due to the Pure Logistics acquisition and investment in convertible loan receivable.
• Multiple reverse share splits (1-for-13 in Nov 2024, 1-for-17 in June 2025, and 1-for-14 in Feb 2026) indicate ongoing challenges with share price maintenance and potential dilution.
• KeepZone's HLS operations did not generate any revenue in 2025.
• Equity losses from investment in SciSparc Nutraceuticals were $239 thousand in 2025, following an impairment loss of $115 thousand.
• The company is materially dependent on third-party manufacturers and Amazon for its e-commerce operations, exposing it to significant risks.

Risks

• Short operating history in evolving industries (e-commerce and HLS) makes past results not indicative of future performance.
• Inability to manage growth effectively, potentially affecting corporate culture and straining resources.
• Reliance on Amazon and the FBA model, with changes to policies or terms potentially harming the business.
• Dependence on third-party data for market trends and product selection, with loss or restriction of data impacting functionality and revenue.
• Failure to keep up with rapid technological changes, including AI, could adversely affect future success.
• AI presents security risks to confidential information, proprietary information, and personal data.
• Inability to build and maintain strong product listings on e-commerce platforms due to customer complaints, negative publicity, or failure to meet expectations.
• Unsuccessful efforts to acquire or retain customers or sell new products, impacting profitability.
• Failure to offer high-quality customer support, especially given reliance on Amazon's services.
• Expansion into new brands, products, services, technologies, and geographic regions subjects the company to additional business, legal, financial, and competitive risks.
• Risks associated with international expansion, including governmental policies, trade restrictions, exchange rate fluctuations, and difficulties supervising local personnel.
• Use of social media and email may adversely impact reputation or lead to fines/penalties.
• Ineffective email delivery or disadvantageous treatment by Internet service providers could harm business.
• Inability to manage inventory effectively, leading to shortages, write-offs, and lower gross margins.
• Supply chain risks, including price fluctuations, demand disruptions, and quality issues from third-party vendors.
• Manufacturing risks, particularly reliance on third-party manufacturers in China, subject to trade protection measures, increased costs, and regulatory changes (e.g., Uyghur Forced Labor Prevention Act).
• Shipping disruptions or increased costs due to natural disasters, labor disputes, or fuel regulations.
• Dependence on highly skilled personnel and ability to retain key management.
• Inaccurate forecasting of revenues and profitability, leading to inability to adjust expenses.
• Seasonal fluctuations in e-commerce operating results, particularly for Whoobli and KnifePlanet stores.
• General economic factors (recession, inflation, interest rates) may adversely affect consumer spending and supplier stability.
• Acquisitions or strategic partnerships may divert management attention, dilute shareholders, incur debt, or assume contingent liabilities.
• Inability to successfully integrate or execute Pure Logistics operations due to limited prior experience in logistics center management.
• Dependence on third parties for overseas transportation and domestic distribution services.
• Natural disasters disrupting logistics center operations and supply chains.
• Failure of KeepZone's new HLS business sector to produce financial returns.
• Adverse effects on KeepZone's operations if strategic partnerships are unsuccessful or not maintained.
• Material dependence of KeepZone on third-parties for developing and manufacturing HLS technologies, exposing it to risks of operational difficulties, raw material shortages, and regulatory compliance.
• Failure to obtain necessary regulatory approvals from the Israeli Defense Export Control Agency (DECA) or other governmental agencies for HLS solutions.
• Corporate Rebranding and Restructuring Plan may not be completed as expected or achieve anticipated benefits, potentially exposing the company to additional risks and costs.
• Trading price of Ordinary Shares may fluctuate significantly after rebranding/restructuring.
• No assurance of an active market for Fort Technology's common shares, or approval for Nasdaq listing.
• Assertions by third parties of intellectual property infringement or misappropriation could result in significant costs and harm business.
• Inability to acquire, use, or maintain trademarks and domain names.
• Significant disruption in service on websites or computer systems, especially those hosted by third parties, could damage reputation and result in customer loss.
• Subject to general litigation, regulatory disputes, and government inquiries.
• Failure to comply with current laws, rules, and regulations (internet, e-commerce, privacy, data protection, anti-corruption, tax) or changes to them.
• Product recalls, product liability claims, or concerns about product safety, particularly for pest control products.
• Operations in Israel are subject to political, military, and economic instability in the region (e.g., conflicts with Hamas, Hezbollah, Iran), potentially affecting operations, supply chains, and increasing costs.
• Exchange rate fluctuations between foreign currencies (NIS, GBP, Euro) and the U.S. Dollar may negatively affect earnings.
• Difficulty enforcing U.S. court judgments against the company and its officers/directors in Israel.
• Shareholder rights governed by Israeli laws, which differ from U.S. company shareholder rights.
• Issuance of significant additional Ordinary Shares from warrants or future sales may depress share price.
• Failure to achieve and maintain effective internal controls in accordance with Sarbanes-Oxley Act Section 404.
• Risk of delisting from Nasdaq due to failure to comply with listing requirements (e.g., minimum bid price, MVPHS).
• As a foreign private issuer, the company follows certain home country corporate governance practices, which may result in less protection for investors than U.S. domestic issuers.
• Estimates of market opportunity, market size, and growth forecasts may be inaccurate.
• As an emerging growth company, the company may comply with reduced reporting and disclosure requirements, potentially making securities less attractive to investors.
• Market price volatility of Ordinary Shares and Public Warrants, potentially leading to securities class action litigation.
• Future acquisitions or strategic partnerships may increase capital requirements, dilute shareholders, incur debt, or assume contingent liabilities.
• Violations of U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations can lead to serious consequences.
• Security breaches, including cybersecurity incidents, could adversely affect operations and financial results.
• FINRA sales practice requirements may limit shareholders' ability to buy and sell Ordinary Shares.
• Risk of becoming a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes.

Future Outlook

Management expects existing cash and cash equivalents, combined with proceeds from recent financing activities, to be sufficient to fund current operations and obligations for the next twelve months. The company aims to deliver comprehensive, multi-layered security ecosystems for critical infrastructure worldwide, capitalizing on the HLS market's significant growth potential. Plans include expanding Fort's operations in the U.S. based on U.K. success, utilizing the New Jersey logistics center, and pursuing an uplisting of Fort Technology's common shares to the Nasdaq Capital Market.

Management Comments

• "We are a data driven e-commerce company operating primarily on the Amazon marketplace... and we have recently begun expanding into the global homeland security, or HLS, sector through advanced artificial intelligence, or AI, driven solutions."
• "We believe that our competitive strengths include: Senior and experienced management team; Sophisticated know-how regarding use of data analysis technology platforms; Strong logistical capabilities, using sophisticated BI tools to optimize the supply chain management; and Procurement of well targeted products."
• "We view the logistical aspect of our business as a primary factor in our success and we work hard to achieve it."
• "We believe our marketing expenses are lower and more efficient than our competitors since we are only engaged with well established brands that are already familiar to many of our customers and potential customers on Amazon."
• "Management believes that its cash on hand together with expected cash flows from the June 2025 convertible note facility are sufficient to support the Groups current operations for more than 12 months from the issuance date of these consolidated financial statements."

Industry Context

StockSavvy.ai notes that Nexera Technologies' strategic pivot towards the global Homeland Security (HLS) sector, leveraging AI-driven solutions, aligns with broader industry trends of increasing demand for integrated security ecosystems and advanced threat detection. This move diversifies its revenue streams beyond its Amazon-centric e-commerce business, which operates in a highly competitive and rapidly evolving market. The e-commerce market itself is projected for continued growth, driven by increasing internet penetration and AI-powered efficiencies, which Nexera aims to capitalize on with its data-driven approach. The HLS market is also experiencing significant growth, with estimated values reaching $868.7 billion by 2030, driven by the need to protect critical infrastructure and public venues.

Comparison to Industry Standards

• The global HLS market's estimated value in 2022 was approximately $556.4 billion and is projected to grow to approximately $868.7 billion by 2030 (CAGR of approximately 5.8%), which KeepZone aims to capitalize on.
• The global retail e-commerce market is estimated to reach $8.034 trillion in 2027, with revenues expected to grow by 39% from 2023 to 2027. Amazon's global sales were $716.92 billion in 2025, a 12.3% increase year-over-year, indicating a large market for the company's e-commerce operations.
• Competitors in e-commerce include Thrasio Holdings, Inc., Aterian, Inc. (Nasdaq: ATER), Helen of Troy Ltd., Newell Brands (Nasdaq: NWL), Frigidaire Appliance Company, and Trademark Global Inc.
• Competitors in HLS include the MER Group and Rayzone Group. KeepZone differentiates itself as a flexible, technology-driven integrator, combining best-in-class solutions, contrasting with traditional prime contractors (MER Group) and specialized cyber intelligence firms (Rayzone Group).
• The company's gross profit margin of 10.55% in 2025 ($1,776k / $16,830k) is relatively low compared to typical e-commerce industry averages, which can range from 20-40% or higher for proprietary brands, suggesting potential cost pressures or a high-volume, lower-margin business model.

Management Changes

Corporate Governance

Legal Proceedings

• No material legal proceedings that have had a material adverse effect on the company's financial position during the period covered by the financial statements.

Related Party Transactions

• **SciSparc Nutraceuticals**: KeepZone holds a 49.1% minority interest. Oz Adler (Chairman), Amitay Weiss, and Moshe Revach (directors) are also associated with SciSparc Ltd. The company provides management services for a monthly fee, reduced to $10,000 in November 2023, with fees payable only from positive cash flow and not before October 30, 2026.
• **Pure Capital Ltd.**: Previously considered a related party. A consulting agreement provided monthly fees and special bonuses on capital raises. As of August 1, 2025, the monthly consulting fee ceased, replaced by expense reimbursement up to $5,000.
• **Xylo Technologies Ltd.**: A consulting agreement provides for a $10,000 monthly fee.
• **ParaZero Technologies Ltd.**: The company has a reseller agreement for drone safety systems. Directors Amitay Weiss, Moshe Revach, and Tali Dinar serve on ParaZero's board.
• **Fort Technology Inc.**: Fort became a wholly-owned subsidiary of Fort Technology. Directors Moshe Revach and Oz Adler are shareholders, and Oz Adler is its chairman. CFO Ronen Zalayet also serves as CFO of Fort Technology. The company entered a loan agreement with Fort Technology for up to $450,000 at 14% interest.
• **Moshe Revach**: A director, entered into a consulting agreement with KeepZone AI Inc. on January 26, 2026, for business development services at $2,500 per month plus a performance-based bonus of 10% of net profit generated by KeepZone.

Stakeholder Impact

• **Shareholders**: Potential for dilution from future equity issuances and warrant exercises. Volatility in share price due to market conditions, strategic shifts, and reverse splits. Reduced net loss is positive, but increased operating loss and cash burn are concerns. The strategic pivot to HLS introduces new growth opportunities but also new risks.
• **Employees**: Share-based compensation plans (2024 Plan) are in place to incentivize and retain employees. Management changes in key roles (CEO, KeepZone CEO) could impact team dynamics.
• **Customers (E-commerce)**: Continued focus on data-driven product selection and logistical capabilities aims to improve product availability and pricing. Expansion into new markets (Europe) offers more product access.
• **Customers (HLS)**: KeepZone aims to deliver comprehensive, multi-layered security ecosystems, potentially benefiting governments, defense organizations, and critical infrastructure operators with advanced solutions.
• **Suppliers**: Dependence on third-party manufacturers (especially in China) and logistics providers creates supply chain risks.
• **Creditors**: Convertible promissory notes and debentures represent debt obligations. The company's liquidity position and ability to generate sufficient cash flow are critical for debt repayment.

Next Steps

• Continue to fund operating activities through product sales, logistics services, anticipated HLS revenues, and additional capital raises.
• Pursue the Corporate Rebranding and Restructuring Plan, including the uplisting of Fort Technology's common shares to Nasdaq.
• Expand Fort's operations in the U.S. utilizing the Pure Logistics center.
• Develop and integrate new HLS technologies through strategic partnerships.
• Monitor and comply with evolving regulatory requirements in e-commerce and HLS sectors, including data privacy and export controls.
• Manage inventory and supply chain effectively, especially with international expansion and reliance on third-party manufacturers.

Key Dates

Recommendation

Nexera Technologies is undergoing a significant strategic transformation from e-commerce to Homeland Security (HLS) and AI, which presents both substantial opportunities and considerable execution risks. While the reduction in net loss and revenue growth are positive, the increase in operating loss and continued cash burn from operations and investing activities are concerning. The company's reliance on external financing, history of reverse stock splits, and geopolitical risks in Israel add layers of uncertainty. The HLS segment is nascent with no revenue generated in 2025, making its future contribution speculative. A "hold" recommendation is appropriate as investors should monitor the successful integration and monetization of the HLS strategy, improvements in operational efficiency, and sustained financial stability before considering further investment.

Keywords

E-commerce, Homeland Security, AI, Logistics, Amazon, Israel, Nexera Technologies, Jeffs Brands, SEC Filing, Financial Report, Corporate Rebranding, Risk Factors, Convertible Notes, Warrants, Reverse Stock Split, Nasdaq, Corporate Governance, Supply Chain, International Expansion, Cybersecurity, Financial Performance