Nexera Pivots to AI-Driven Homeland Security Amid E-commerce Rebrand

TL;DR

**Nexera's radical pivot to homeland security is a make-or-break move; bet on execution, not just ambition.**

AI Summary

Nexera Technologies Ltd (formerly Jeffs' Brands Ltd) reported a significant strategic shift in its 20-F filing for the fiscal year ended December 31, 2025. The company, originally an Amazon-centric e-commerce entity, is undergoing a corporate rebranding to focus on the global homeland security (HLS) sector through advanced AI-driven solutions. This strategic pivot began with the name change of its subsidiary, Jeffs' Brands Holdings Inc., to KeepZone AI Inc. on December 2, 2025, and KeepZone's subsequent distribution agreement with Scanary Ltd. on December 4, 2025. The company itself officially changed its name to Nexera Technologies Ltd on March 26, 2026. While specific revenue and net income figures for 2025 were not provided in the introductory sections, the filing highlights the company's continued operation of seven wholly or majority-owned subsidiaries in e-commerce, including Fort Technology Inc. and Smart Repair Pro, alongside its new HLS focus. The company also conducted three reverse stock splits: 1-for-13 on November 20, 2024, 1-for-17 on June 16, 2025, and 1-for-14 on February 17, 2026, indicating efforts to manage share price and potentially meet listing requirements. Key risks include reliance on Amazon for e-commerce, the potential failure of the new HLS business to generate financial returns, and the challenges of managing growth and technological change.

Why It Matters

This strategic pivot by Nexera Technologies Ltd from e-commerce to AI-driven homeland security is a high-stakes gamble for investors, signaling a complete transformation of its business model. Success could unlock significant growth in the burgeoning HLS market, potentially offering a competitive edge against traditional security firms by leveraging AI. However, failure to execute this complex transition could dilute shareholder value and leave the company struggling in two distinct, highly competitive sectors. Employees will face new skill demands, while customers will see a shift from consumer products to specialized security solutions, impacting market perception and future revenue streams.

Risk Assessment

Risk Level: high — The risk level is high due to the company's significant strategic pivot into a new, highly specialized sector (Homeland Security) with advanced AI solutions, as detailed in the 'Risks Related to KeepZone's Homeland Security Operations' section. The filing explicitly states, 'The adoption of a new business sector may fail to produce any financial returns,' and highlights material dependence on third-party developers and manufacturers, exposing it to 'significant risks.' Additionally, the company underwent three reverse stock splits (1-for-13 in Nov 2024, 1-for-17 in June 2025, 1-for-14 in Feb 2026), often a sign of a struggling stock price and potential delisting concerns.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on Nexera's HLS strategy, specifically evaluating KeepZone AI Inc.'s technological capabilities and market penetration. Monitor the company's ability to secure necessary regulatory approvals from the Israeli Defense Export Control Agency (DECA) and its success in integrating Scanary Ltd.'s 3D imaging technology. Given the multiple reverse stock splits, consider the potential for further share price volatility and dilution.

Key Numbers

• 250,727 — Ordinary shares outstanding (As of December 31, 2025, after multiple reverse splits)
• 1-for-13 — Reverse share split ratio (Effective November 20, 2024)
• 1-for-17 — Reverse share split ratio (Effective June 16, 2025)
• 1-for-14 — Reverse share split ratio (Effective February 17, 2026)
• 7 — Wholly or majority owned subsidiaries (As of the date of the Annual Report)
• December 2, 2025 — Date of subsidiary name change (Jeffs' Brands Holdings Inc. to KeepZone AI Inc.)
• December 4, 2025 — Date of distribution agreement (KeepZone AI Inc. with Scanary Ltd.)
• March 26, 2026 — Date of company name change (Jeffs' Brands Ltd to Nexera Technologies Ltd)
• NIS 3.19 — Exchange rate to USD 1.00 (As of December 31, 2025)

Key Players & Entities

• Nexera Technologies Ltd (company) — Registrant, formerly Jeffs' Brands Ltd
• Eliyahu Zamir (person) — Chief Executive Officer
• KeepZone AI Inc. (company) — Subsidiary, formerly Jeffs' Brands Holdings Inc., focused on HLS
• Scanary Ltd. (company) — Israeli deep-tech developer, distribution agreement with KeepZone AI Inc.
• Amazon (company) — Primary marketplace for e-commerce operations
• Nasdaq Capital Market (regulator) — Exchange where Ordinary Shares and Warrants are registered
• Israeli Defense Export Control Agency (regulator) — Governmental agency for HLS regulatory approvals
• Fort Technology Inc. (company) — Wholly-owned subsidiary
• Pure NJ Logistics LLC (company) — Subsidiary operating a logistics center
• $1.00 (dollar_amount) — Exchange rate for U.S. dollar

FAQ

Risk Factors

• Reliance on Amazon Marketplace [high — market]: The company's historical e-commerce operations are heavily reliant on the Amazon platform. Any changes to Amazon's policies, algorithms, or fees could significantly impact sales volume and profitability for its existing subsidiaries like Fort Technology Inc. and Smart Repair Pro.
• Uncertainty of New HLS Business Viability [high — financial]: The strategic pivot to the global homeland security (HLS) sector through KeepZone AI Inc. is a significant undertaking. There is no guarantee that this new venture will achieve market acceptance or generate sufficient revenue and profits to offset potential declines in the legacy e-commerce business.
• Challenges of Technological Integration and Growth [medium — operational]: The company is navigating a complex transition involving advanced AI solutions in the HLS sector. Successfully integrating new technologies, scaling operations, and managing rapid growth in a new industry presents significant operational challenges.
• Impact of Reverse Stock Splits [medium — financial]: Nexera Technologies has undergone three reverse stock splits (1-for-13 on Nov 20, 2024; 1-for-17 on Jun 16, 2025; 1-for-14 on Feb 17, 2026). While intended to manage share price, these actions can sometimes signal underlying financial difficulties or be a precursor to delisting, potentially affecting investor confidence.

Industry Context

Nexera Technologies is pivoting into the global homeland security (HLS) sector, a market characterized by increasing demand for advanced technological solutions driven by AI. This sector is competitive, with established players and emerging innovators vying for contracts with government agencies and private entities. The focus on AI-driven solutions suggests a move towards higher-margin, technology-intensive products and services.

Regulatory Implications

As a company operating in the HLS sector, Nexera Technologies may face increased regulatory scrutiny related to data security, export controls, and compliance with government contracting standards. The transition from e-commerce to HLS also means navigating different regulatory frameworks and compliance requirements.

What Investors Should Do

1. Monitor HLS revenue and profitability closely.
2. Assess the performance of legacy e-commerce subsidiaries.
3. Evaluate the impact of reverse stock splits on share price and liquidity.
4. Scrutinize the competitive landscape in the HLS AI sector.

Key Dates

• 2024-11-20: First Reverse Stock Split — Implemented a 1-for-13 reverse stock split, impacting share structure and potentially signaling efforts to boost per-share price.
• 2025-06-16: Second Reverse Stock Split — Executed a 1-for-17 reverse stock split, further consolidating shares and continuing efforts to manage share price.
• 2025-12-02: Subsidiary Name Change — Jeffs' Brands Holdings Inc. was renamed KeepZone AI Inc., marking a concrete step towards the new HLS focus.
• 2025-12-04: Distribution Agreement — KeepZone AI Inc. entered into a distribution agreement with Scanary Ltd., indicating the initial steps in operationalizing the new HLS business.
• 2026-02-17: Third Reverse Stock Split — A 1-for-14 reverse stock split was enacted, continuing the trend of share consolidation.
• 2026-03-26: Company Name Change — Jeffs' Brands Ltd officially changed its name to Nexera Technologies Ltd, formalizing the strategic shift and rebranding.

Glossary

20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) from foreign private issuers. It provides a comprehensive overview of a company's business, financial condition, and risks. (This filing contains the detailed financial and operational information for Nexera Technologies Ltd.)

Homeland Security (HLS)

A sector focused on protecting a nation's borders, infrastructure, and citizens from threats, often involving advanced technology and security solutions. (This is the new strategic focus for Nexera Technologies, indicating a significant shift from its previous e-commerce business.)

AI-driven solutions

Technology that utilizes artificial intelligence to automate processes, analyze data, and provide intelligent insights or services. (These are the core offerings Nexera Technologies aims to provide within the HLS sector.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This increases the per-share price but does not change the company's market capitalization. (Nexera Technologies has performed multiple reverse splits, impacting its share count and per-share metrics.)

Subsidiary

A company controlled by a holding company (parent company). (Nexera Technologies operates through several subsidiaries, both in its legacy e-commerce business and its new HLS venture (KeepZone AI Inc.).)

Year-Over-Year Comparison

Specific comparative metrics to the previous filing are not available in the provided text. However, the filing indicates a significant strategic shift from a primarily Amazon-centric e-commerce model to a focus on the global homeland security (HLS) sector. This implies a potential change in revenue streams, cost structures, and risk profiles compared to prior periods. The multiple reverse stock splits also suggest a proactive effort to manage share price and potentially address issues from previous reporting periods.

Filing Documents

• ea0281989-20f_nexera.htm (20-F) — 2622KB
• ea028198901ex1-1.htm (EX-1.1) — 235KB
• ea028198901ex2-13.htm (EX-2.13) — 65KB
• ea028198901ex4-6.htm (EX-4.6) — 10KB
• ea028198901ex4-20.htm (EX-4.20) — 84KB
• ea028198901ex8-1.htm (EX-8.1) — 5KB
• ea028198901ex11-1.htm (EX-11.1) — 89KB
• ea028198901ex12-1.htm (EX-12.1) — 9KB
• ea028198901ex12-2.htm (EX-12.2) — 9KB
• ea028198901ex13-1.htm (EX-13.1) — 3KB
• ea028198901ex13-2.htm (EX-13.2) — 3KB
• ea028198901ex15-1.htm (EX-15.1) — 4KB
• ea028198901_img1.jpg (GRAPHIC) — 1KB
• ea028198901_img2.jpg (GRAPHIC) — 1KB
• ea028198901_img3.jpg (GRAPHIC) — 1KB
• ea028198901_img4.jpg (GRAPHIC) — 8KB
• ea028198901_img5.jpg (GRAPHIC) — 7KB
• ea028198901_img6.jpg (GRAPHIC) — 9KB
• ea028198901_img7.jpg (GRAPHIC) — 7KB
• ea028198901_img8.jpg (GRAPHIC) — 133KB
• 0001213900-26-038003.txt ( ) — 12540KB
• jfbr-20251231.xsd (EX-101.SCH) — 92KB
• jfbr-20251231_cal.xml (EX-101.CAL) — 73KB
• jfbr-20251231_def.xml (EX-101.DEF) — 462KB
• jfbr-20251231_lab.xml (EX-101.LAB) — 794KB
• jfbr-20251231_pre.xml (EX-101.PRE) — 476KB
• ea0281989-20f_nexera_htm.xml (XML) — 1565KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes No TABLE OF CONTENTS Page INTRODUCTION iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING iv PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS. 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Reserved] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 ITEM 4. INFORMATION ON THE COMPANY. 38 A. History and Development of the Company. 38 B. Business Overview. 38 C. Organizational Structure. 60 D. Property, Plants and Equipment. 60 ITEM 4A. UNRESOLVED STAFF COMMENTS. 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS. 60 A. Operating Results. 60 B. Liquidity and Capital Resources. 64 C. Research and development, patents and licenses, etc. 68 D. Trend information. 68 E. Critical Accounting Estimates. 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES. 70 A. Directors and Senior Management. 70 B. Compensation. 73 C. Board Practices. 75 D. Employees. 89 E. Share Ownership. 89 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation. 89 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. 89 A. Major Shareholders. 89 B. Related Party Transactions. 91 C. Interests of Experts and Counsel. 92 ITEM 8. FINANCIAL INFORMATION. 93 A. Consolidated Statements and Other Financial Information. 93 B. Significant Changes. 93 ITEM 9. THE OFFER AND LISTING. 93 A. Offer and Listing Details. 93 B. Plan of Distribution. 93 C. Markets. 94 D. Selling Shareholders. 94 E. Dilution. 94 F. Expenses of the Issue. 94 i ITEM 10. ADDITIONAL INFORMATION. 94 A. Share Capital. 94 B. Memorandum and Articles of Association. 94 C. Material Contracts

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 105 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. 105 A. Debt Securities. 105 B. Warrants and rights. 105 C. Other Securities. 105 D. American Depository shares. 105 PART II 106 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. 106 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. 106 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 106 ITEM 16. [RESERVED] 106 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT. 106 ITEM 16B. CODE OF ETHICS. 107 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 107 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. 108 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. 108 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. 108 ITEM 16G. CORPORATE GOVERNANCE. 108 ITEM 16H. MINE SAFETY DISCLOSURE. 109 ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 109 ITEM 16J. INSIDER TRADING POLICIES 110 ITEM 16K. CYBERSECURITY 110 PART III 111 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS. 111 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS. 111 ITEM 19. EXHIBITS. 111

SIGNATURES

SIGNATURES 114 ii NEXERA TECHNOLOGIES LTD INTRODUCTION In this Annual Report on Form 20-F, or this Annual Report, "we," "us," "our," the "Company" and "NEXR" refer to Nexera Technologies Ltd (formerly, Jeffs' Brands Ltd). We are a data driven e-commerce company 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. On December 23, 2025, we announced a planned corporate rebranding to reflect our intended strategic focus on HLS and advanced technologies, or the Corporate Rebranding. The planned Corporate Rebranding began with the name change of our subsidiary "Jeffs' Brands Holdings Inc." to "KeepZone AI Inc." on December 2, 2025 and the entry of KeepZone into a distribution agreement with Scanary Ltd., or Scanary, an Israeli deep-tech developer of 3D imaging, electromagnetic, and AI-powered threat detection systems, on December 4, 2025, or the Scanary Agreement. We also changed the Company's name to "Nexera Technologies Ltd", effective as of March 26, 2026. As of the date of this Annual Report, we have seven wholly or majority owned subsidiaries, held directly by us or through our subsidiaries: Fort Technology Inc., or Fort Technology, Smart Repair Pro, Top Rank Ltd., Fort Products Limited., or Fort, KeepZone AI Inc. (formerly Jeffs' Brands Holdings Inc.), or KeepZone, Fort Products LLC and Pure NJ Logistics LLC, or Pure Logistics. We also hold, through our subsidiary, KeepZone, a minority interest in SciSparc Nutraceuticals Inc., or SciSparc Nutraceuticals, to whom w

Forward-looking statements are often characterized by the use of forward-looking terminology such as "may," "will,"

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 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. The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments. Important factors that could cause actual resul

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