Nexera agrees to sell KeepZone AI for up to $6 million and announces 1-for-5 reverse split
Nexera Technologies entered a definitive agreement to sell all of its equity interest in KeepZone AI Inc. for $1 million in acquiror securities at closing plus an earn-out of up to $5 million, for total consideration of up to $6 million. The earn-out equals 50% of KeepZone's positive cumulative after-tax net profit over the 24 months after closing, and closing remains subject to regulatory, Nasdaq and third-party consent conditions. Nexera also announced a 1-for-5 reverse share split effective November 6, 2026.
Key takeaways
1. Nexera agreed to sell all of its equity interest in KeepZone AI to an unnamed global aerospace and defense company that is a Delaware corporation.
2. Closing consideration is $1 million in acquiror securities, while the earn-out can add up to $5 million in cash for total consideration of up to $6 million.
3. The earn-out is based on 50% of KeepZone's positive cumulative after-tax net profit during the 24 months after closing and is capped at $5 million.
4. Completion is subject to regulatory and Nasdaq requirements, third-party consents and waivers relating to KeepZone's commercial agreements and other applicable conditions.
5. The transaction is structured on a cash-free, debt-free basis; KeepZone must have no liabilities or indebtedness at closing, while Nexera may cause available cash to be transferred to it before closing without adjusting the purchase price.
6. The $1 million closing consideration is payable in acquiror common stock and, if required, pre-funded warrants with a $0.0001 exercise price, five-year term, cashless exercise and 4.9% beneficial ownership limitation.
7. The 1-for-5 reverse split takes effect November 6, 2026, with post-split Nasdaq trading beginning at the market open.
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