Nexera to Sell KeepZone AI for Up to $6 Million
Nexera Technologies entered into a definitive agreement to sell all of its equity interest in KeepZone AI to an unnamed global aerospace and defense company for $1 million in acquirer securities at closing, plus an earn-out of up to $5 million in cash based on 50% of KeepZone's positive cumulative after-tax net profit over the 24 months following closing. The total potential consideration is up to $6 million. The transaction is structured on a cash-free, debt-free basis and remains subject to regulatory and Nasd...
Key takeaways
The definitive agreement covers the sale of all of Nexera's equity interest in wholly owned subsidiary KeepZone AI.
The $1 million closing purchase price is payable in the acquiror's common stock and, if required, pre-funded warrants.
Nexera is entitled to an earn-out equal to 50% of KeepZone's positive cumulative after-tax net profit during the 24 months following closing, subject to a $5 million maximum.
Any earn-out is payable in cash within 90 days after the end of the 24-month earn-out period.
The transaction is cash-free and debt-free, and Nexera must ensure that KeepZone has no outstanding liabilities or indebtedness, including intercompany balances, at closing.
Closing requires applicable regulatory and Nasdaq approvals or requirements, third-party consents and waivers, and other closing conditions.
The acquiror's shares will be valued using the arithmetic average closing price over the five trading days immediately preceding closing.
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Primary source
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