20-F - NEXR - Equibles

FORM

20-F

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the fiscal year ended December 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission

File No.: 001-41482

Nexera

Technologies Ltd (Exact name of registrant as specified in its charter)

Translation

of registrant’s name into English: Not applicable

Israel

(Jurisdictionof incorporation or organization)

7

Mezada Street

Bnei

Brak, Israel 5126112

Israel

(Addressof principal executive offices)

Eliyahu

Zamir

Chief

Executive Officer

Tel:

+972-3-7713520

eli@nexera-tech.io

7

Mezada Street, Bnei Brak, Israel 5126112

(Name,Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

| Ordinary Shares, no par value per share | NEXR | Nasdaq Capital Market |

| Warrants to Purchase Ordinary Shares | NEXRW | Nasdaq Capital Market |

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 250,727 ordinary shares as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒

| | | | | Emerging growth company | ☒ |

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The<br> term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards<br> Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S.

GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ 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<br> STATEMENTS		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<br> 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

ITEM<br> 10.	ADDITIONAL INFORMATION.	94
A.	Share Capital.	94
B.	Memorandum and Articles of Association.	94
C.	Material Contracts.	94
D.	Exchange Controls.	94
E.	Taxation.	95
F.	Dividends and Paying Agents.	104
G.	Statement by Experts.	104
H.	Documents on Display.	104
I.	Subsidiary Information.	104
J.	Annual Report to Security Holders.	104
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET<br> RISK.	105
ITEM 12.	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<br> TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.	106
ITEM 15.	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<br> 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<br> INSPECTIONS.	109
ITEM 16J.	INSIDER TRADING POLICIES	110
ITEM 16K.	CYBERSECURITY	110
	PART III	111
ITEM 17.	FINANCIAL STATEMENTS.	111
ITEM 18.	FINANCIAL STATEMENTS.	111
ITEM 19.	EXHIBITS.	111
SIGNATURES		114

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 we provide a variety of professional and business support services.

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. In some circumstances we scale the products and improve them. 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. We also 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.

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Annual Report to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

Effective as of market open on November 20, 2024, we conducted a reverse share split, or the November 2024 Reverse Split of our issued and outstanding Ordinary Shares at a ratio of 1-for-13. Additionally, effective as of market open on June 16, 2025, we conducted a reverse share split of our issued and outstanding Ordinary Shares at a ratio of 1-for-17, or the June 2025 Reverse Split. Effective as of market open on February 17, 2026, we conducted a reverse share split of our issued and outstanding Ordinary Shares, at a ratio of 1-for-14, or the February 2026 Reverse Split, and together with the November 2024 Reverse Split and the June 2025 Reverse Split, the Reverse Splits. All descriptions of our share capital, including share amounts and per share amounts prior to the effective dates of the Reverse Splits in this Annual Report are presented after giving effect to the Reverse Splits.

We report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Unless derived from our financial statements or otherwise noted, amounts presented in this Annual Report are translated at the rate of NIS 3.19 = USD 1.00, the exchange rate between the NIS and the U.S. dollar, NIS 4.29 = GBP 1.00, the exchange rate between the NIS and the Great British Pound, or GBP, and 0.7436 GBP = USD 1.00, the exchange rate between the GBP and USD, NIS 2.3275 = CAD 1.00, the exchange rate between the NIS and the Canadian Dollar, or CAD, and 1.3705 CAD = USD 1.00, the exchange rate between the CAD and USD, reported by the Bank of Israel as of December 31, 2025.

This Annual Report includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications.

All trademarks or trade names referred to in this Annual Report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Annual Report are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

iii

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this Annual Report 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.

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 results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements are listed below. The below is also a summary of the risk factors described in Item 3.D “Key Information - Risk Factors” of this Annual Report.

RisksRelated to Our Businesses, Strategies, Technology, and Industry

●	We<br> have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating<br> performance;
●	We<br> may not be able to manage our growth effectively, and such growth may adversely affect our corporate culture;
---	---
●	Our<br> e-commerce operations are reliant on Amazon and FBA and changes to Amazon, Amazon’s services and their terms of use may harm<br> our business;
---	---
●	We<br> rely on other information technologies and systems to operate our business and to maintain our competitiveness, and any failure to<br> invest in and adapt to technological developments and industry trends could harm our business;
---	---
●	We<br> rely on data provided by third parties, the loss of which could limit the functionality of<br> our platforms, cause us to invest in the wrong product or disrupt our business;
---	---
●	If<br> we fail to keep up with rapid technological changes, our future success may be adversely affected;
---	---
●	AI<br> presents risks and challenges that can impact our business by posing security risks to our<br> confidential information, proprietary information and personal data.
---	---
●	Our<br> business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain<br> and enhance our product listings if we receive a substantial number of customer complaints, negative publicity or otherwise fail<br> to live up to customers’ expectations, which could materially adversely affect our business, results of operations and growth<br> prospects;
---	---

●	Our<br> efforts to acquire or retain customers, and our efforts to sell new products or increase sales of our existing products, may not<br> be successful, which could prevent us from maintaining or increasing our sales;
●	If<br> we fail to acquire new customers or retain existing customers, including end customers with respect to sales generated using the<br> FBA or FBM model, or fail to do so in a cost-effective manner, we may not be able to achieve profitability;
---	---
●	If<br> we fail to offer high-quality customer support, our business and reputation may suffer.
---	---
●	Our<br> efforts to expand our business into new brands, products, services, technologies and geographic regions will subject us to additional<br> business, legal, financial and competitive risks and may not be successful;
---	---
●	Potential<br> growth of our businesses is based on international expansion, making us susceptible to risks associated with international sales<br> and operations;
---	---
●	Use<br> of social media and email may adversely impact our reputation or subject us to fines or other penalties;
---	---
●	If<br> our emails are not delivered and accepted or are routed by email providers less favorably than other emails, or our sites or mobile<br> applications are not accessible or are treated disadvantageously by Internet service providers, our business may be substantially<br> harmed; and
---	---
●	If<br> we are unable to manage our inventory effectively, our operating results could be adversely affected.
---	---

RisksRelated to our Logistics Center Operations

●	We<br> may be unable to successfully pursue, integrate, or execute upon the logistics center operations business of Pure Logistics;
●	Our<br> dependence on third parties to provide overseas transportation and domestic distribution services may impact the delivery and quality<br> of our transportation and logistics services, and any disruption to these services could materially and adversely affecting our business,<br> financial condition, and results of operations;
---	---
●	Our<br> business may be disrupted by natural disasters causing supply chain disruptions;
---	---
●	General<br> economic conditions and other events or occurrences that affect the geographic markets where we operate our logistics center may<br> impact our financial results; and
---	---
●	Interruptions<br> at our logistic center and warehouses could materially adversely affect our business.
---	---

RisksRelated to KeepZone’s Homeland Security Operations

●	The adoption<br> of a new business sector may fail to produce any financial returns;
●	KeepZone’s operations<br> may be adversely affected if its strategic partnerships are not successful, or if it fails to maintain its existing partnerships<br> or develop and enter into partnerships;
---	---
●	KeepZone is materially<br> dependent on third-parties who develop and manufacture the technologies and solutions that it offers to its clients, and this dependence<br> exposes it to significant risks that could materially adversely affect its operating results; and
---	---
●	Failure to obtain necessary<br> regulatory approvals from the Israeli Defense Export Control Agency within the Israeli Ministry of Defense, or DECA, or other governmental<br> agencies, may prevent us from expanding the sales of our HLS solutions.

RisksRelated to our Corporate Rebranding and Restructuring Plan

●	Our Corporate Rebranding<br> and Restructuring Plan may not be completed in accordance with the expected plans or anticipated timeline, or at all, and may not<br> achieve the expected results;
●	The Corporate Rebranding<br> and Restructuring Plan may not achieve the anticipated benefits and may expose us to additional risks;
---	---
●	Following the Corporate<br> Rebranding or Restructuring Plan, the trading price of our Ordinary Shares may fluctuate significantly; and
---	---
●	There can be no assurance<br> of active market for the common shares of Fort Technology.

RisksRelated to Information Technology

●	Assertions<br> by third parties of infringement or misappropriation by us of their intellectual property rights or confidential know how could result<br> in significant costs and substantially harm our business and results of operations;
●	Our<br> inability to acquire, use or maintain our marks and domain names for our sites could substantially harm our business and operating<br> results; and
---	---
●	Any<br> significant disruption in service on our websites or in our computer systems, a number of which are currently hosted or provided<br> by third-party providers, could materially affect our ability to operate, damage our reputation and result in a loss of customers,<br> which would harm our business and results of operations.
---	---

RisksRelated to Legal and Regulatory Matters

●	We<br> may be subject to general litigation, regulatory disputes and government inquiries;
●	A<br> failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties<br> may adversely affect our business, financial performance, results of operations or business growth;
---	---
●	We<br> are subject to U.S. governmental regulations and other legal obligations related to privacy, data protection and information security.<br> If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or<br> adverse publicity;
---	---

●

Increased regulatory scrutiny of nutritional supplements as well as new regulations that are being adopted in some of our markets with respect to nutritional supplements could result in more restrictive regulations and harm our results if our supplements or advertising activities are found to violate existing or new regulations or if we are not able to effect necessary changes to our products in a timely and efficient manner to respond to new regulations;

RisksRelated to our Operations in Israel

●	Conditions<br> in Israel, where our headquarters are located, including political, military and economic instability in the region, may adversely<br> affect our operations and limit our ability to market our products, which would lead to a decrease in revenues; and
●	Exchange<br> rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.
---	---

Risks Related to Our Status as a Public Company and Ownership of ourOrdinary Shares and Public Warrants

●	Issuance of a significant amount of additional Ordinary Shares due<br>to exercise or conversion of outstanding publicly traded warrants, or the Public Warrants and/or substantial future sales of our Ordinary<br>Shares may depress our share price;
●	Failure<br> to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material<br> adverse effect on our business, results of operation or financial condition. In addition, current and potential shareholders could<br> lose confidence in our financial reporting, which could have a material adverse effect on the price of our Ordinary Shares;
---	---
●	Future sales of our Ordinary Shares and Public Warrants could reduce<br>the market price of our Ordinary Shares and/or Public Warrants;
---	---
●	As<br> a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices<br> instead of otherwise applicable SEC and Nasdaq Stock Market LLC, or Nasdaq, requirements, which may result in less protection than<br> is accorded to investors under rules applicable to domestic U.S. issuers;
---	---
●	The<br> estimates of market opportunity, market size and forecasts of market growth included in our publicly filed documents may prove to<br> be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar<br> rates, if at all;
---	---
●	We<br> are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements<br> applicable to emerging growth companies could make our securities less attractive to investors;
---	---
●	The market price of our Ordinary Shares and/or Public Warrants may<br>be volatile. Market volatility may affect the value of an investment in our Ordinary Shares and/or Public Warrants and could subject us<br>to litigation; and
---	---
●	We cannot assure you that our Ordinary Shares and Public Warrants will<br>remain listed on Nasdaq or any other national securities exchange.
---	---

vii

PART

ITEM

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM

KEY INFORMATION

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds.

Not applicable.

D.Risk Factors.

Our business faces significant risks. You should carefully consider the risks described below, together with all of the other information in this Annual Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer and the price of our securities could decline. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other Securities and Exchange Commission, or SEC, filings. See “Cautionary Note Regarding Forward-Looking Statements” above.

Risks

Related to Our Businesses, Strategies, Technology, and Industry

Wehave a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

We have a short operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. Our relatively short operating history makes it difficult to assess our future performance. You should consider our business and prospects in light of the risks and difficulties we may encounter.

Our future success will depend in large part upon our ability to, among other things:

●	manage<br> our inventory and supply chain effectively;
●	successfully<br> develop, retain and expand our consumer product offerings and geographic reach;
---	---
●	compete<br> effectively;
---	---
●	anticipate<br> and respond to macroeconomic changes;
---	---
●	effectively<br> manage our growth;
---	---

●	hire,<br> integrate and retain talented people at all levels of our organization;
●	avoid<br> interruptions in our business from information technology downtime, cybersecurity breaches or labor stoppages;
---	---
●	maintain<br> the quality of our technology infrastructure; and
---	---
●	develop<br> new features to enhance functionality.
---	---

Wemay not be able to manage our growth effectively, and such growth may adversely affect our corporate culture.

We expect to continue to expand our operations and anticipate expanding further as we pursue our growth strategies. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical systems, financial resources and internal control over financial reporting functions. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in several geographic locations.

We are currently in the process of transitioning certain of our business and financial systems to systems on a scale reflecting the increased size, scope and complexity of our operations, and the process of migrating our legacy systems could disrupt our ability to timely and accurately process information, which could adversely affect our results of operations and cause harm to our reputation. As a result, we may not be able to manage our expansion effectively.

Our entrepreneurial and collaborative culture is important to us, and we believe it has been a major contributor to our success. We may have difficulties maintaining our culture or adapting it sufficiently to meet the needs of our future and evolving operations as we continue to grow, in particular as we grow internationally.

Oure-commerce operations are reliant on Amazon and FBA and changes to Amazon, Amazon’s services and their terms of use may harm ourbusiness.

Our products are sold predominantly on Amazon and orders are fulfilled entirely by Amazon utilizing the FBA model. In order to continue to utilize Amazon and the FBA model, we must comply with the applicable policies and terms of use relating to these services. Such policies and terms of use may be altered or amended at Amazon’s sole discretion, including changes regarding the cost of securing these services, and changes that increase the burden of compliance with its requirements, may cause us to significantly alter our business model or incur additional costs in order to comply, which could negatively impact our results of operations. Non-compliance with applicable terms of use and policies can result in the removal of one or more products from the marketplace and suspension of fulfillment services either of which could have a material adverse effect on our business and results of our operations. Although we exert efforts in order to ensure ongoing compliance and no notices of non-compliance have been received to date, we cannot assure you that events of this kind will not occur in the future.

Werely on other information technologies and systems to operate our business and to maintain our competitiveness, and any failure to investin and adapt to technological developments and industry trends could harm our business.

We depend on sophisticated information technologies and systems, technology and systems used for websites and apps, customer service, logistics and fulfillment, supplier connectivity, communications and administration. As our operations grow in size, scope and complexity, we will need to continuously improve and upgrade our systems and infrastructure to offer an increasing number of consumer-enhanced services, features and functionalities, while maintaining and improving the reliability and integrity of our systems and infrastructure.

Our future success also depends on our ability to assimilate different analytical tools as well as internal methodologies, including logistics and fulfillment platform which leverages, to meet rapidly evolving e-commerce trends and demands. The emergence of alternative platforms may require us to continue to invest in new and costly technology. We may not be successful, or we may be less successful than our competitors, in adopting technologies that operate effectively across multiple e-commerce platforms, which would negatively impact our business and financial performance. New developments in other areas, such as cloud computing providers, could also make it easier for competitors to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace our current systems or introduce new technologies and systems as quickly or cost effectively as we would like. Failure to invest in and adapt to technological developments and industry trends may have a material adverse effect on our business, results of operations, financial condition and prospects.

Werely on data provided by third parties, the loss of which could limit the functionality of our platforms, cause us to invest in the wrongproduct or disrupt our business.

We use third party software to determine market trends and what markets to enter into. Our ability to successfully use this software depends on our ability to analyze and utilize data, including search engine results, provided by unaffiliated third parties, primarily, Google and Amazon. Some of this data is provided to us pursuant to third-party data sharing policies and terms of use, under data sharing agreements by third-party providers or by customer consent. The majority of this data is sourced for free or for de minimis amounts. These sources of data allow us, along with artificial intelligence (AI) tools to determine trends, performance and consumer sentiment on products and searches within e-commerce platforms. This functionality allows us to help determine which products to market, in some cases manufacture through contract manufacturers, import and sell on e-commerce marketplaces. The connection to multiple e-commerce platforms through application programming interfaces, or APIs, allows us to develop the automation of the purchase of marketing and automate the change of pricing of product listings on those e-commerce platforms.

In the future, any of these third parties could change its data sharing policies, including making them more restrictive, charging fees or altering its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect useful data. These third parties could also interpret our service providers’, data collection policies or practices as being inconsistent with their policies, which could result in the loss of our ability to collect this data. Privacy concerns may cause end users to resist providing the personal data necessary to allow us to determine market trends as well as our ability to effectively retain existing customers. Privacy advocacy groups and the technology and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us. Any such changes could impair our ability to use data and could adversely impact select functionality of our proprietary software, impairing our ability to use this data to anticipate customer demand and market trends, as well as adversely affecting our business and our ability to generate revenue.

Ifwe fail to keep up with rapid technological changes, our future success may be adversely affected.

Modern technologies are subject to rapid changes and our technology is yet to be fully automated. Our future success will depend on our ability to respond to rapidly changing technologies, to adapt and further develop our own functionality or our services to our evolving industry and to improve the performance and reliability of our systems. Our failure to adapt to such changes could harm our business.

In addition, the widespread adoption of networking or telecommunications technologies or other technological changes could require substantial expenditures to modify or adapt our products, services or infrastructure. If we fail to keep up with rapid technological changes to remain competitive in our rapidly evolving industry, our future success may be adversely affected.

AIpresents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary informationand personal data.

Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. As with many technological innovations, AI presents risks and challenges that could impact our business. We utilize AI tools in the provisions of our services and work with vendors that incorporate AI tools into their offerings and we, or the vendors we work with, may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of AI, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information and adversely impact our business.

Ourbusiness depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintainand enhance our product listings if we receive a substantial number of customer complaints, negative publicity or otherwise fail to liveup to customers’ expectations, any of which could materially adversely affect our business, results of operations and growth prospects.

Maintaining and enhancing our product listings is critical in expanding and growing our business. However, a significant portion of our perceived performance to the customer depends on third parties outside of our control, including suppliers and logistics providers such as FedEx, UPS, postal services and other third-party delivery agents and online retailers, mainly Amazon. Because our agreements with our online retail partners are generally terminable at will, we may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to period. Because we rely on third party logistics companies, like FedEx, to deliver our products, we are subject to shipping delays or disruptions caused by inclement weather, natural disasters, labor activism, health epidemics or bioterrorism. In addition, because we rely on national, regional and local transportation companies for the delivery of some of our other products, we are also subject to risks of breakage or other damage during delivery by any of these third parties. If these third parties do not meet our or our customers’ expectations, our brands may suffer irreparable damage. In addition, maintaining and enhancing our current and future brands may require us to make substantial investments, and these investments may not yield sufficient returns. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to anticipate market trends and customer demand and to provide high quality products to our customers and a reliable, trustworthy and profitable sales channel to our suppliers, which we may not be able to do successfully.

A substantial number of customer complaints or negative publicity about our sites, products, delivery times, customer data handling and security practices or customer support, especially on blogs, social media websites or our sites, could rapidly and severely diminish consumer views of our products and result in harm to our brands. Customers may also make safety-related claims regarding products sold through our online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace. Such removal may materially impact our financial results depending on the product that is removed and the length of time that it is removed. We also use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages and interruptions that are not within our control.

Ourefforts to acquire or retain customers, and our efforts to sell new products or increase sales of our existing products, may not be successful,which could prevent us from maintaining or increasing our sales.

If we do not successfully promote and sustain our new and/or existing product listings and brands through marketing and other tools, we may fail to maintain or increase our sales. Promoting and positioning our brands and product listings will depend largely on the success of our marketing efforts, our ability to attract customers cost effectively and our ability to consistently provide a high-quality product and maintain consumer satisfaction. We also use promotions to drive sales, which may not be effective and may adversely affect our gross margins. Our investments in marketing may not effectively reach potential customers, potential customers may decide not to buy our products or the spending of customers that purchase from us may not yield the intended return on investment, any of which could negatively affect our financial results. The failure of our marketing activities could also adversely affect our ability to promote our product listings and sell our products, and to develop and maintain relationships with our customers, retailers and brands, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Ifwe fail to acquire new customers or retain existing customers, including end customers with respect to sales generated using the FBAor FBM model, or fail to do so in a cost-effective manner, we may not be able to achieve profitability.

Our success depends on our ability to acquire and retain customers, including end customers from e-commerce platforms, such as Amazon, in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historically used other channels to purchase the wide variety of products we offer and may prefer alternatives to our offerings, such as those offered by other vendors on Amazon, traditional brick-and-mortar retailers and the websites of our competitors or our suppliers’ own websites. We expect competition in e-commerce generally to continue to increase. Competitors have introduced lower cost or differentiated products that are perceived to compete with our products. If we are unable to correctly anticipate market trends and customer demand, our ability to sell our products could be impaired. If we fail to deliver quality products, or if customers do not perceive the products we offer to be of high value and quality, we may not be able to acquire new customers. If we are unable to acquire new customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers, our net revenue may decrease and our business, financial condition and operating results may be materially adversely affected.

We believe new customers, including end customers from e-commerce platforms, such as Amazon, can originate from word-of-mouth and other non-paid referrals from existing customers. Therefore, we must ensure that our existing customers, including end customers from e-commerce platforms, such as Amazon, remain loyal to us in order to continue receiving those referrals. If our efforts to satisfy our existing customers are not successful, we may lose these customers or we may not be able to acquire new customers in sufficient numbers to continue to grow our business, or we may be required to incur significantly higher marketing expenses in order to acquire new customers. For example, since 2016, Amazon has maintained a policy whereby they will purge all reviews they believe are paid for. While we do not ask customers to leave a positive review or change a review, some of our reviews may be purged by Amazon in accordance with this policy if Amazon believes they were questionable or not authentic. If Amazon purges reviews or if we are unable to maintain our positive reviews, it may adversely affect our ability to acquire new customers or retain existing ones.

In addition, we believe that Amazon has, from time to time, placed limitations on the daily volume of reviews that may be provided for any specific product listing. This limitation or others relating to customer engagement with our product listings could impact the success of our product listings, which could adversely impact our financial performance.

Ifwe fail to offer high-quality customer support, our business and reputation may suffer.

High-quality education and training of customer support personnel to deliver high-quality customer support are important for the successful retention of existing customers. Providing this education, training and support requires that our support personnel have specific knowledge and expertise of our products and markets, making it more difficult for us to hire experienced personnel and to scale up our support operations. The importance of high-quality customer support will increase as we expand our business and pursue new customers. If we do not provide effective and timely ongoing support, our ability to retain existing customers may suffer, and our reputation with existing or potential customers may be harmed, which would have a material adverse effect on our business, results of operations, financial condition and prospects. As we rely on Amazon’s customer support services for the majority of our customer support, the quality, timeliness, and availability of customer support to its customers is not in our control unless we expend significant time and resources developing our internal customer support capabilities, and even if such capabilities are developed customers may still choose to utilize Amazon’s customer support over direct customer support offered by us.

Ourefforts to expand our business into new brands, products, services, technologies and geographic regions will subject us to additionalbusiness, legal, financial and competitive risks and may not be successful.

Our business success depends to some extent on our ability to expand our consumer offerings by launching new brands, products and services and by expanding our existing offerings into new geographic regions.

Our strategy is to use our skills to determine which markets to enter and optimize the mix of products and services that we offer.

Launching new brands, products and services requires significant upfront investments, including investments in marketing (namely digital marketing and pay per click), information technology and additional personnel. We operate in highly competitive industries with relatively low barriers to entry and must compete successfully in order to grow our business. We may not be able to generate satisfactory revenue from these efforts to offset these costs. Any lack of market acceptance of our efforts to launch new brands, products or services or to expand our existing offerings could have a material adverse effect on our business, prospects, financial condition and results of operations. Further, as we continue to expand our fulfillment capability or add new businesses with different requirements, our logistics networks will become increasingly complex and operating them will become more challenging. There can be no assurance that we will be able to operate our networks effectively.

We have also entered and may continue to enter new markets and provide product offerings in which we have limited or no experience, which may not be successful or appealing to our customers.

The consumer packaged goods, or CPG, industry is subject to evolving standards and practices, as well as changing consumer needs, requirements and preferences. Our ability to attract new customers and increase revenue from existing customers depends, in part, on our ability to enhance and improve our existing tools that enable us to pinpoint new markets and introduce new products. The success of any enhancements or new instruments depends on, in part, market-accepted pricing levels and overall market acceptance. We may not be successful in these efforts, which could result in significant expenditures that could impact our revenue or distract management’s attention from current offerings.

Increased emphasis on the sale of new products could distract us from sales of our existing products in existing markets, negatively affecting our overall sales. We have invested and expect to continue to invest in new businesses, products, features, services and technologies. Such endeavors may involve significant risks and uncertainties, including insufficient revenue from such investments to offset any new liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, distraction of management from current operations and unidentified issues not discovered in our due diligence of such investments that could cause us to fail to realize the anticipated benefits of such investments and incur unanticipated liabilities. Because these new strategies and offerings are inherently risky, no assurance can be given that they will be successful. Our new features or enhancements could fail to attain sufficient market acceptance for many reasons, including:

●	delays<br> in introducing products in new markets;
●	failure<br> to accurately predict market demand or end consumer preferences;
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●	introduction<br> of competing products;
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●	poor<br> financial conditions for our customers or poor general macroeconomic conditions;
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●	changes<br> in legal or regulatory requirements, or increased legal or regulatory scrutiny, adversely affecting our products;
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●	failure<br> of our brands and products digital promotion activities or negative publicity about the performance or effectiveness of our existing<br> brands and products; and
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●	disruptions<br> or delays in the online retailers and, or in addition to, logistics providers distributing our products.
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There is no assurance that we will successfully identify new opportunities or develop and bring new products to market on a timely basis, which could materially and adversely affect our business and operating results and compromise our ability to generate revenue.

Potentialgrowth of our businesses is based on international expansion, making us susceptible to risks associated with international sales andoperations.

We intend to expand our operations into new markets and geographies. For example, in 2024 and in 2025, we expanded the Fort brands into France, Germany, Spain, Italy, Belgium, Netherlands and certain other European countries, and completed the requisite processes in order to offer certain of our products through Amazon in additional European countries, including Poland and the Czech Republic. We may not be successful in increasing our sales in any or all territories and currently do not have an estimated commencement date for sales in these additional European markets.

Conducting international operations subjects us to certain risks, which include localization of solutions and products and adapting them to local practices and regulatory requirements, exchange rate fluctuations and unexpected changes in tax, trade laws, tariffs, governmental controls and other trade restrictions. To the extent that we do not succeed in expanding our operations internationally and managing the associated legal and operational risks, our results of operations may be adversely affected.

There are a number of risks inherent in international activities, including: unexpected changes in governmental policies concerning the import and export of goods; services and technology and other regulatory requirements; tariffs and other trade barriers; costs and risks of localizing products for foreign languages; longer accounts receivable payment cycles; limits on repatriation of earnings; the burdens of complying with a wide variety of foreign laws; and difficulties supervising and managing local personnel. As such, our operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within our control, including, but not limited to, changes in regulatory requirements, economic sanctions, terrorist activities, political unrest, border disputes, implementation of tariffs and other trade barriers and protectionist practices, volatility of financial markets, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which our operations are conducted. Laws and policies of foreign jurisdictions affecting foreign trade, taxation and investment may have a material adverse effect on our operations.

Given the current volatility concerning the implementation of international tariffs by the United States, including tariffs imposed on Israel, the United Kingdom of Great Britain and Northern Ireland, and China, the risk of tariff related impacts on our business has increased. Tariffs imposed on Israel, the United Kingdom of Great Britain and Northern Ireland, and China, or other jurisdictions applying to our products may force us to raise the prices of our products, which may in turn affect our ability to successfully market our products and grow or maintain our business.

In addition, retaliatory tariffs, trade restrictions or supply chain disruptions resulting from changes in trade policy may increase our costs, reduce margins, or limit our ability to source products or components on commercially reasonable terms.

If our operations are disrupted and/or the economic integrity of our contracts is threatened for unexpected reasons, our business may be harmed. In the event of a dispute arising in connection with our operations in a foreign jurisdiction where we conduct business, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of the United States or Canada or enforcing U.S. or Canadian judgments in such other jurisdictions.

Useof social media and email may adversely impact our reputation or subject us to fines or other penalties.

We use social media and email as part of our digital marketing efforts. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at on our behalf to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting on our behalf may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, customers or others. Any such inappropriate use of social media or email could also cause reputational damage.

Customers value readily available information concerning retailers and their goods and services and often act on such information without further investigation and with no regard to its accuracy. Our customers may engage with us online through our social media platforms, including Facebook and Instagram, by providing feedback and public commentary about all aspects of our business. Information concerning us or our retailers and brands, whether accurate or not, may be posted on social media platforms at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Ifour emails are not delivered and accepted or are routed by email providers less favorably than other emails, or our sites or mobile applicationsare not accessible or are treated disadvantageously by Internet service providers, our business may be substantially harmed.

If email providers or Internet service providers, or ISPs, implement new restrictive email or content delivery or accessibility policies, including with respect to net neutrality, or begin enforcement of existing policies, it may become more difficult to deliver emails to our customers or for customers to access our sites, products and services. For example, certain email providers, including Google, categorize our emails as “promotional”, and these emails are directed to an alternate, and less readily accessible, section of a customer’s inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed. Further, if ISPs prioritize or provide superior access to our competitors’ content, our business and results of operations may be negatively impacted.

Ifwe are unable to manage our inventory effectively, our operating results could be adversely affected.

To ensure timely delivery of products, we generally enter into purchase orders in advance with manufacturers. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of product purchases. We rely on our procurement team to order products and we rely on our data analytics to inform the levels of inventory we purchase, including when to reorder items that are selling well and when to write off items that are not selling well. In these instances, we may be unable to always predict the appropriate demand for our products by customers with accuracy, which may result in inventory shortages, inventory write offs and lower gross margins.

If our sales and procurement teams do not predict demand well or if our algorithms do not help us reorder the right products or write off the right products timely, we may not effectively manage our inventory, which could result in inventory excess or shortages, and our operating results and financial condition could be adversely affected.

Ourbusiness, including our costs and supply chain, is subject to risks associated with sourcing, importing and warehousing.

We source the products we offer from third-party vendors and, as a result, we may be subject to price fluctuations or demand disruptions. Our operating results could be negatively impacted by increases in the prices of our products, and we have no guarantees that prices will not rise. In addition, as we expand into new categories and types of products, we expect that we may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically seen in our current product categories and types. We may not be able to pass increased costs on to customers, which could adversely affect our operating results.

In addition, we cannot guarantee that products we receive from vendors will be of sufficient quality or free from damage or defects, or that such merchandise will not be damaged during shipping or storage. While we take measures to ensure product quality and avoid damage, including evaluating vendor facilities, operations and product samples, conducting inventory inspections and inspecting returned products, we cannot control merchandise while it is out of our possession or prevent all damage while in our distribution centers. We may incur additional expenses and our reputation could be harmed or if current or potential customers believe that our merchandise is not of high quality or may be damaged.

Risksassociated with the suppliers from whom our products are sourced could materially adversely affect our financial performance, as wellas our reputation and brand.

We depend on our ability to provide our customers with a wide range of products from high quality suppliers in a timely and efficient manner. Our agreements with most of our suppliers do not provide for the long-term availability of merchandise or the continuation of particular pricing practices, nor do they usually restrict such suppliers from selling products to other buyers or directly themselves. There can be no assurance that our current suppliers will continue to seek to sell us products on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure product acquisitions in a timely and efficient manner and on acceptable commercial terms. Our ability to develop and maintain relationships with reputable suppliers and offer high quality products to our customers is critical to our success. If we are unable to develop and maintain relationships with suppliers that would allow us to offer a sufficient amount and variety of quality products on acceptable commercial terms, our ability to satisfy our customers’ needs, and therefore our long-term growth prospects, would be materially adversely affected.

We also are unable to predict whether any of the countries in which our suppliers’ products are currently manufactured or may be manufactured in the future will be subject to trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from suppliers with international manufacturing operations, including the imposition of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce the supply of merchandise available to our customers and materially adversely affect our financial performance as well as our reputation and brand. Our competitors may have greater existing inventory positions and other advantages that may allow them to price more competitively relative to our products. Furthermore, some or all of our suppliers’ foreign operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions.

Manufacturingrisks, including risks related to manufacturing in China, may adversely affect our ability to manufacture our products and could reduceour gross margin and our profitability.

We rely on third party manufacturers in China to manufacture our products. As a result, our business is subject to risks associated with doing business in China, including:

●	trade<br> protection measures, such as tariff increases, and import and export licensing and control requirements;
●	potentially<br> negative consequences from changes in tax laws;
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●	difficulties<br> associated with the Chinese legal system, including increased costs and uncertainties associated with enforcing contractual obligations<br> in China;
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●	unexpected<br> or unfavorable changes to our supply chain and supplier relationships, including any tariff-related impacts on our supply chain;
●	unexpected<br> or unfavorable changes in regulatory requirements; and
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●	changes<br> and volatility in currency exchange rates.
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Economicregulation, trade restrictions, and increasing manufacturing costs in China could adversely impact our business and results of operations.

We contract with manufacturing facilities in the People’s Republic of China. For many years, the Chinese economy has experienced periods of rapid growth. An increase in the cost of labor or taxes on wages in China may lead to an increase in the cost of goods manufactured in China. Significant increases in wages or wage taxes paid by contract manufacturing facilities may increase the cost of goods manufactured in China which could have a material adverse effect on our profit margins and profitability. Additionally, government trade policies, including the imposition of tariffs, export restrictions, sanctions or other retaliatory measures could limit our ability to source materials and products from China at acceptable prices or at all. For example, both the United States and China have implemented several rounds of tariffs and retaliations with respect to certain products imported from the other country, some of which may impact certain products we import. Moreover, the U.S. Congress passed the Uyghur Forced Labor Prevention Act in an effort to prevent what it views as forced labor and human rights abuses in the Xinjiang Uyghur Autonomous Region, or XUAR. If it is determined that our third-party suppliers and manufacturers mine, produce or manufacture our products wholly or in part from the XUAR, then we could be prohibited from importing such products into the U.S. In addition, Chinese trade regulations are in a state of flux, and we may become subject to other forms of taxation, tariffs and duties in China. We do not currently have arrangements with contract manufacturers in other countries that may be acceptable substitutes. We cannot predict what actions may ultimately be taken with respect to tariffs, export controls, countermeasures, or other trade measures between the U.S. and China or other countries and what products may be subject to such actions. To the extent such actions inhibit our transactions with contract manufacturing facilities and suppliers in China, our business may be materially adversely affected.

Recentand further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decreasedemand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition.

There is currently significant uncertainty about the future relationship between the United States and its trading partners with respect to trade policies, tariffs, and similar policies affecting cross-border operations. The U.S. government has made and continues to make significant additional changes in U.S. trade policy, specifically tariffs, and may continue to take future actions that could negatively impact our business.

In recent periods, the United States has imposed additional tariffs on imports from certain trading partners, including China, Canada and Mexico, and has implemented or expanded tariffs pursuant to Section 232 of the Trade Expansion Act of 1962 on certain categories of goods. In addition, reciprocal or retaliatory tariff measures have been announced or implemented by various countries. The scope, duration and applicability of these tariffs and any related exemptions remain subject to change and interpretation. The U.S. Department of Commerce has also initiated additional investigations under Section 232 with respect to certain product categories, and additional tariffs could be imposed in the future. These developments underscore the ongoing uncertainty surrounding global trade relationships.

In response to these and other U.S. trade measures, China, Canada, and other affected countries have taken retaliatory actions, including the imposition of retaliatory tariffs on imports of products of U.S. origin, the imposition of export controls on a wide array of products (including rare earth metals and other critical minerals), and other restrictive measures. Continued escalation of tariffs and other trade measures could result in broader trade disputes or disruptions to global supply chains. The trade and tariff policies of the United States and other countries are currently fluid and subject to further changes.

These and future changes to trade policy and tariffs could negatively impact our business, as Amazon and third-party sellers, including our brands, frequently transfer goods between fulfillment centers in the U.S. and Canada. As a result, our cross-border shipments may be subject to additional duties, increasing costs and reducing profit margins. In addition, tariffs or trade restrictions affecting countries from which we source products or components could increase manufacturing or procurement costs. The extent of the impact remains uncertain and will depend on evolving trade policies, regulatory interpretations, and potential exemptions. These changes could reduce the attractiveness of cross-border e-commerce and negatively affect our sales volume and revenue.

Shippingis a critical part of our business and any changes in shipping costs or any interruptions in shipping could adversely affect our operatingresults.

If we are not able to negotiate acceptable pricing and other terms with vendors or if vendors experience performance problems or other difficulties, it could negatively impact our operating results and our customers’ experience. We are also subject to volatility in ocean freight rates that are driven, in part, by seasonality, capacity availability and other factors, including fuel-related regulations affecting the shipping industry. In addition, our ability to receive inbound inventory efficiently and ship merchandise to clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism and similar factors. We are also subject to risk of damage or loss during delivery by our shipping vendors. If our products are not delivered in a timely fashion or are damaged or lost during the delivery process, our customers could become dissatisfied and cease using our products or services, which would adversely affect our business and operating results.

Wedepend on highly skilled personnel, including senior management, and if we are unable to retain or motivate key personnel or hire, retainand motivate qualified personnel, our business could be harmed.

We believe our past success has depended, and our future success depends, on the efforts and talents of our senior management and our highly skilled team members. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business.

Competition for key personnel is strong, especially in Israel where our headquarters are located, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future, or that the compensation costs of doing so will not adversely affect our operating results. Similarly, competition for well-qualified employees in all aspects of our business is intense globally. We do not have long-term employment or non-competition agreements with any of our employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees and key senior management with the appropriate skills at cost-effective compensation levels, or if changes to our business adversely affect morale or retention, our business, results of operations, financial condition and prospects may be adversely affected.

In addition, in making employment decisions, job candidates often consider the value of the stock options or other equity incentives they are to receive in connection with their employment. If the price of our shares declines, or experiences significant volatility, our ability to attract or retain key employees may be adversely affected. Also, as employee options vest and the lock-up agreements expire, we may have difficulty retaining key employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our growth prospects could be severely harmed.

Wemay not accurately forecast revenues, profitability and appropriately plan our expenses.

We base our current and future expense levels on our operating forecasts and estimates of future income and operating results. Income and operating results are difficult to forecast because they generally depend on the volume and timing of orders, which are uncertain. Additionally, our business is affected by general economic and business conditions around the world. A softening in income, whether caused by changes in consumer preferences or a weakening in global economies, may result in decreased net revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our income (loss) from operations after tax in a given quarter to be lower or higher than expected. We also make certain assumptions when forecasting the amount of expense we expect related to our share-based payments, which includes the expected volatility of our share price, and the expected life of equity awards granted. These assumptions are partly based on historical results. If actual results differ from our estimates, our operating results in a given quarter may be lower than expected.

Oure-commerce operation’s operating results are subject to seasonal fluctuations.

The e-commerce business is seasonal in nature and for our Whoobli and our KnifePlanet stores, the fourth quarter is a significant period for our operating results due to the holiday season. As a result, revenues and profits for these two stores generally decline in the first quarter as compared to the fourth quarter of the previous year. Any disruption in our ability to process and fulfill customer orders during the fourth quarter could have a negative effect on our quarterly and annual operating results. For example, if a large number of customers purchase our products in a short period of time due to increased holiday demand, inefficient management of our inventory may prevent us from efficiently fulfilling orders, which may reduce sales and harm our brands.

Generaleconomic factors may adversely affect our business, financial performance and results of operations.

Our business, financial performance and results of operations depend significantly on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors that may affect consumer spending or buying habits could materially and adversely affect demand for our products. In addition, volatility in the financial markets has had and may continue to have a negative impact on consumer spending patterns. A reduction in consumer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering. In addition, negative national or global economic conditions may materially and adversely affect our suppliers’ financial performance, liquidity and access to capital. This may affect their ability to maintain their inventories, production levels and/or product quality and could cause them to raise prices, lower production levels or cease their operations.

Economic factors such as increased commodity prices, shipping costs, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase our cost of revenues and our selling, general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.

Any significant increases in costs may affect our business disproportionately compared to our competitors. Changes in trade policies or increases in tariffs, may have a material adverse effect on global economic conditions and the stability of global financial markets and may reduce international trade.

Naturaldisasters or other unexpected events may adversely affect our operations, particularly our merchandise supply chain and shipping efforts.

Natural disasters, such as earthquakes, hurricanes, tornadoes, floods and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war and other political instability; or other catastrophic events, whether occurring in Israel or internationally, could disrupt our operations in any of our offices and fulfillment centers or the operations of one or more of our third-party providers or vendors. In particular, these types of events could impact our merchandise supply chain, including our ability to ship merchandise to customers from or to the impacted region, and could impact our ability or the ability of third parties to operate our sites and ship merchandise. In addition, these types of events could negatively impact consumer spending in the impacted regions. To the extent any of these events occur, our business and operating results could be adversely affected.

Ourbusiness, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditionsand adverse developments with respect to financial institutions and associated liquidity risk.

Our business depends on the economic health of the global economies in which we operate. If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of war, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in longer and more uncertain sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.

In addition, increases in inflation raise our costs for commodities, labor, materials and services, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. Rising interest rates may also increase the cost of any existing or future indebtedness. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

Although global economic uncertainty has not materially affected our operating results to date, there can be no assurance that future credit and financial market instability or a deterioration in economic conditions will not materially adversely affect us. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.

Wemay acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to ourshareholders and otherwise disrupt our operations and adversely affect our operating results.

Since our initial public offering, or IPO, we have acquired Fort and invested in SciSparc Nutraceuticals and on March 18, 2025, Smart Repair Pro closed the acquisition of Pure Logistics. We may in the future seek to acquire or invest in businesses, features or technologies that we believe could complement or expand our market, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, to the extent that we enter into any term sheets or agreements or otherwise announce any intention to acquire any businesses, features or technologies, any such acquisition would generally be subject to completion of due diligence and required approvals, and there can be no assurance that any such acquisition will occur or be completed in a timely manner, or at all.

If we acquire additional businesses, we may not be able to integrate the acquired operations, existing contracts and technologies successfully or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from any future acquired business due to a number of factors, including:

●	failure<br> to identify all of the issues, liabilities or other shortcomings or challenges of an acquired company or technology, including issues<br> related to intellectual property, regulatory compliance practices, revenue recognition or other accounting practices, or employee<br> or client issues;
●	difficulty<br> incorporating acquired technology and rights into our existing algorithm and operations and of maintaining quality and security standards<br> consistent with our brands;
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●	inability<br> to generate sufficient cashflow to offset acquisition or investment costs;
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●	incurrence<br> of acquisition-related costs or equity dilution associated with funding the acquisition;
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●	difficulties<br> and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
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●	risks<br> of entering new markets or new product categories in which we have limited or no experience;
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●	diversion<br> of our management’s attention from other business concerns;
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●	adverse<br> effects to our existing business relationships as a result of the acquisition;
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●	potential<br> loss of customers, vendors and suppliers from either our current business or an acquired company’s business;
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●	use<br> of resources that are needed in other parts of our business;
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●	possible<br> write offs or impairment charges relating to acquired businesses;
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●	compliance<br> with regulatory matters related to the acquired business or its products; and
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●	use<br> of substantial portions of our available cash to consummate the acquisition.
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In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. If an acquired business fails to meet our expectations, our business, operating results and financial condition may suffer.

Risks

Related to our Logistics Center’s Operations

Wemay be unable to successfully pursue, integrate, or execute upon the Logistics Center operations business of Pure Logistics.

In March 2025, Smart Repair Pro purchased Pure Logistics, a company that operates a strategically located approximately 53,000 square foot logistics center equipped with 12 loading docks in New Jersey. With this acquisition, we anticipate strengthening our supply chain and third-party service offerings as well as supporting our expansion in the U.S.

Our management has limited prior experience in operating a logistics center. There can be no assurance that we will be able to successfully implement our new business ventures or successfully operate within this industry, or achieve in strengthening our supply chain and third party service offerings or succeed in expanding our operations in the U.S. The successful integration of a new business also depends on our ability to manage the new business, realize forecasted synergies and full value from the combined business. Our business, results of operations, financial condition and cash flows could be materially adversely affected if we are unable to successfully integrate Pure Logistics into our existing operations and any inability to do so may also hinder our ability to grow, divert the attention of management and our key personnel, disrupt our business and impair our financial results.

Ourdependence on third parties to provide overseas transportation and domestic distribution services may impact the delivery and qualityof our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negativepublicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, andresults of operations.

As we do not have our own delivery team and networks, our business depends on the services provided by, and relationships with, various independent third parties, to provide truck services and to report certain events to us, including, but not limited to, shipment status information and freight claims. These third-party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments to our customers. This reliance also could cause delays in reporting certain events, including recognizing claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.

Ourbusiness may be disrupted by natural disasters causing supply chain disruptions.

Natural disasters such as earthquakes, tsunamis, hurricanes, tornadoes, floods, or other adverse weather and climate conditions, whether occurring in the United States or abroad, could disrupt our operations and could damage or destroy infrastructure necessary to transport products as part of the supply chain. These events could make it difficult or impossible for us to provide logistics services; disrupt or prevent our ability to perform functions at the corporate level; and/or otherwise impede our ability to continue business operations in a continuous manner consistent with the level and extent of business activities prior to the occurrence of the unexpected event, which could adversely affect our business and results of operations.

Generaleconomic conditions and other events or occurrences that affect the geographic markets where we operate our logistics center may impactour financial results.

We are exposed to general economic conditions, local, regional, national and international economic conditions and other events and occurrences that affect the geographic markets where we operate the logistics center. For example, a strike in the New Jersey port may cause delays or disruptions to the services our logistic center in New Jersey provides, and as a result affect our operations and financial results.

Interruptionsat any of our logistic center and warehouses could materially adversely affect our business.

Pure Logistics operates one logistics center in New Jersey that is responsible for storing products as well as fulfilling and shipping orders for our customers or for third party customers. Fort leases two warehouse facilities in the U.K. and we also have contracts with third party warehouses in the United Kingdom and Europe, which are used for storage of inventory prior to their shipment to Amazon’s warehouses, based on availability. The complete or partial loss or temporary shutdown of any of the Company’s or third parties’ warehouse and distribution facilities (including as a result of fire or other casualty or labor or other disturbances) could have a material adverse effect on the Company’s business.

Risks

Related to KeepZone’s Homeland Security Operations

Theadoption of a new business sector may fail to produce any financial returns.

Forecasting our revenues and profitability for a new business sector is inherently uncertain and volatile. Our actual revenues and profitability for KeepZone’s HLS operations may be significantly less than our forecasts. Additionally, the new business sector could fail, resulting in the loss of the Company’s investment in marketing and infrastructure needed to support such new business sector, and the opportunity cost of diverting management and financial resources away from more successful businesses.

KeepZone’soperations may be adversely affected if its strategic partnerships are not successful, or if it fails to maintain its existing partnershipsor develop and enter into new partnerships.

KeepZone’s HLS operations are dependent upon the establishment of strategic partnerships with leading security and defense technology companies and the integration of their respective capabilities into unified, operational security architectures. If these strategic partnerships do not succeed, or if KeepZone lose its exclusivity or other rights to use third-party technologies and/or KeepZone is unable to enter into alternative or strategic agreements or other arrangements on commercially favorable terms, its future profit margins may be adversely affected. Moreover, the execution of these strategic partnerships may divert management’s time and resources, which could impair relationships with clients and other strategic partners and disrupt KeepZone’s operations. The failure to successfully achieve any or all the benefits of its strategic partnerships may undermine KeepZone’s ability to successfully execute its business strategy, and its business, financial condition and results of operations may be harmed as a result.

KeepZoneis materially dependent on third-parties who develop and manufacture the technologies and solutions that it offers to its clients, andthis dependence exposes it to significant risks that could materially adversely affect its operating results.

KeepZone does not currently develop or manufacture any products or solutions. KeepZone relies on third-parties who develop and manufacture the technologies and solutions that it offers to its clients. This dependence exposes KeepZone to a number of significant risks that could harm its ability to meet its obligations to its customers and achieve its business objectives.

The third-party manufacturers may encounter operational difficulties, including problems with manufacturing processes, shortages of raw materials, equipment failures, or issues with managing their supply chain. Any of these could cause significant delays in the delivery of HLS solutions to KeepZone’s clients, impair its ability to meet contractual timelines, and damage its reputation in the market. Third party manufacturers may experience financial difficulties, including insolvency or bankruptcy and such manufacturers must comply with regulatory requirements, including export regulations.

Due to all of these risks, any significant disruption in third party manufacturers’ ability to provide KeepZone with HLS solutions of high quality, on time, and at competitive prices could materially and adversely affect KeepZone’s business, financial condition, and operating results.

Failureto obtain necessary regulatory approvals from the DECA or other governmental agencies, may prevent us from expanding the sales of ourHLS solutions.

KeepZone may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of the HLS solutions it offers, including the related technology, operations and markets. For example, the marketing and export of defense related equipment, services, ‘know-how’ are subject to DECA’s regulation under the Defense Export Control Law, 5766-2007, or the Export Control Law and, collectively, Israeli Trade Control Laws, which impact KeepZone’s operations, for example by limiting our ability to sell, export, or otherwise transfer our products or technology, or to release controlled technology to non-Israeli companies. KeepZone may not be able to retain licenses and other authorizations required under the applicable Israeli Trade Control Laws. The failure to satisfy the requirements under the Israeli Trade Control Laws, including the failure or inability to obtain necessary licenses or qualify for license exceptions, could delay or prevent the development, production, export, import, and/or in-country transfer of the HLS solutions that we offer, which could adversely affect KeepZone’s revenues and profitability.

Risks

Related to our Corporate Rebranding and Restructuring Plan

Ourcorporate rebranding and restructuring plan may not be completed in accordance with the expected plans or anticipated timeline, or atall, and may not achieve the expected results.

On December 23, 2025, we announced the planned Corporate Rebranding to reflect our intended strategic focus on HLS and advanced technologies. 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, an Israeli deep-tech developer of 3D imaging, electromagnetic, and AI-powered threat detection systems, on December 4, 2025. Effective as of March 26, 2026, we also changed the Company’s name to “Nexera Technologies Ltd”.

On November 29, 2023, we announced that our board of directors resolved to initiate a process to identify potential strategic transactions with the goal of maximizing shareholder value, including the possible transfer of our holdings in our subsidiaries to a separate public company, or the Restructuring Plan. On February 6, 2025, we entered into share purchase agreement, as amended on May 31, 2025, or the Fort Purchase Agreement, pursuant to which, at the closing on July 7, 2025, Fort became a wholly owned subsidiary of Fort Technology and we received a controlling equity interest in Fort Technology, or the Fort Transaction. Other than the Fort Transaction, we did not complete any other initiative under the Restructuring Plan. While there currently are no pending transactions, we may in the future explore other potential new opportunities, activities and investments in a variety of sectors as part of our Restructuring Plan.

Unanticipated developments or changes, including but not limited to, changes in the general or financial market conditions, possible delays in obtaining various regulatory and tax approvals, changes in the law, and challenges in entering into or performing definitive agreements with respect to the transactions could delay or prevent the completion of the Corporate Rebranding and/or our Restructuring Plan or cause the such plans to occur on terms or conditions that are different or less favorable than initially expected. These or other developments could cause us not to realize some or all of the expected benefits of the Corporate Rebranding or Restructuring Plan or to realize them on a different timeline than expected.

TheCorporate Rebranding or Restructuring Plan may not achieve the anticipated benefits and may expose us to additional risks.

We may not realize the anticipated strategic, financial, operational or other benefits of the Corporate Rebranding or Restructuring Plan. We cannot predict with certainty when the benefits expected from these initiatives or transactions will occur or the extent to which they will be achieved. There is no assurance that following the Corporate Rebranding and/or Restructuring Plan, our new and current operations will be successful. Whether or not all or any portion of the Corporate Rebranding or Restructuring Plan is completed, we may face material challenges in connection with the definitive agreements or proposed transactions, including but not limited to, the diversion of management time on matters relating to the Corporate Rebranding and the Restructuring Plan, the impact of having to operate under the terms of any transition service agreements, the impact on our ability to retain talent and potential impacts on our relationships with customers, suppliers, employees and other counterparties. In addition, we will incur one-time costs and ongoing costs in connection with, or as a result of the Corporate Rebranding and the Restructuring Plan, including costs of operating as independent, publicly-traded companies that the separate businesses will no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize. If we do not realize the anticipated benefits of the Corporate Rebranding or Restructuring Plan it could adversely affect our business, results of operations, cash flows and financial condition.

Followingthe Corporate Rebranding or the Restructuring Plan, the trading price of our Ordinary Shares may fluctuate significantly.

We cannot predict whether the market value of our Ordinary Shares after the Corporate Rebranding or Restructuring Plan will be, in the aggregate, less than, equal to or greater than the market value of our Ordinary Shares prior to such transactions. The trading price of our Ordinary Shares may be more volatile around the time of the intended rebranding or restructuring.

Therecan be no assurance of active market for the common shares of Fort Technology.

Fort Technology is our majority owned subsidiary. Fort Technology’s common shares trade on the TSX Venture Exchange, or the TSXV. Although Fort Technology has applied to list its common shares on Nasdaq, its common shares have traded only on the TSX Venture Exchange and there has been no public market in the U.S. for Fort Technology’s common shares. There can be no assurance that Fort Technology’s application to list its common shares on Nasdaq will be approved, or that an active trading market in the U.S. will develop or, if developed, that it will be sustained. The lack of an active market may impair our ability to sell our shares held in Fort Technology or impair Fort Technology’s ability to raise capital.

Furthermore, if Fort Technology fails to comply with any of the continued listing requirements of the TSXV or once listed on Nasdaq, such stock exchange may take enforcement actions, which could include the suspension or delisting of Fort Technology’s common shares. In the event of a suspension or delisting, the liquidity of Fort Technology’s common shares would likely be materially and adversely affected, investors may have difficulty buying or selling Fort Technology’s common shares, and the market price of Fort Technology’s common shares could decline significantly. In addition, a delisting could impair Fort Technology’s ability to raise additional capital, limit its ability to use its securities for acquisitions or other strategic transactions, and result in increased volatility and reduced analyst coverage. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

In addition, our rights as a shareholder of Fort Technology are governed by Canadian law (including applicable provincial corporate and securities laws) and TSXV policies, which may differ in material respects from the rights and responsibilities of shareholders of U.S. or Israeli companies.

Risks

Related to Information Technology

Assertionsby third parties of infringement or misappropriation by us of their intellectual property rights or confidential know how could resultin significant costs and substantially harm our business and results of operations.

Our business relies on sophisticated and experienced use and know-how of Amazon’s AI market tracker. Third parties may in the future assert that we have infringed or misappropriated their trademarks, copyrights, confidential know how, trade secrets, patents or other intellectual property rights. We cannot predict whether any such assertions or claims arising from such assertions will substantially harm our business and results of operations, whether or not they are successful. If we are forced to defend against any infringement or other claims relating to the trademarks, copyright, confidential know how, trade secrets, patents or other intellectual property rights of third parties, whether they are with or without merit or are determined in our favor, we may face costly litigation or diversion of technical and management personnel. Furthermore, the outcome of a dispute may be that we would need to cease use of some portion of our systems. Any such assertions or litigation could materially adversely affect our business, results of operations, financial condition and prospects.

The e-commerce industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Some companies, including some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. In addition, because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of the technologies we use.

Certain third parties have substantially greater resources than we have and may be able to sustain the costs of intellectual property litigation for longer periods of time than we can. Even if we were to prevail in such a dispute, any litigation regarding the way we operate and utilize our technologies, could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Theinability to acquire, use or maintain our marks and domain names for our sites could substantially harm our business and operating results.

We currently have registered trademarks for certain of our brands in numerous jurisdictions and have registered the Internet domain names for Fort’s website. However, we have not registered our trademarks or domain names in all major international jurisdictions. Domain names generally are regulated by Internet regulatory bodies. If we do not have, or cannot obtain on reasonable terms, the ability to use our marks in a particular country or to use or register any of our domain names, we could be forced either to incur significant additional expenses to market our products within that country, including the development of a new brand and the creation of new promotional materials and packaging, or to elect not to sell products in that country. Either result could materially adversely affect our business, financial condition and operating results.

Furthermore, the regulations governing domain names and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevant domains or our current brand names. Furthermore, we might not be able to prevent third parties from registering, using or retaining domain names that interfere with our consumer communications or infringe or otherwise decrease the value of our marks, domain names and other proprietary rights. Regulatory bodies also may establish additional generic or country-code top-level domains or may allow modifications of the requirements for registering, holding or using domain names. As a result, we may not be able to register, use or maintain the domain names that utilize the name Jeffs’ Brands or our other brands in all of the countries in which we currently or intend to conduct business.

Anysignificant disruption in service on our websites or in our computer systems, a number of which are currently hosted or provided by third-partyproviders, could materially affect our ability to operate, damage our reputation and result in a loss of customers, which would harmour business and results of operations.

Our ability to sell and market our products relies on FBA platform whose functionality relies upon a number of third-party related services, including those relating to cloud infrastructure, technology services, servers, open-source libraries and vendor APIs. Any disruption or loss of any of these third-party services could have a negative effect on our business, results of operations, financial condition and prospects. We may experience interruptions in our systems, including server failures that temporarily slow down or interfere with the performance of our platforms and the ability to sell on e-commerce marketplaces.

Interruptions in these systems, whether due to system failures, human input errors, computer viruses or physical or electronic break-ins, and denial-of-service attacks on us, third-party vendors or communications infrastructure, could affect the availability of our services on our platform and prevent or inhibit the ability of selling our products. Volume of traffic and activity on e-commerce marketplaces spikes on certain days, such as during a Black Friday promotion, and any such interruption would be particularly problematic if it were to occur at such a high-volume time. Problems with the reliability of our systems or third-party marketplaces could prevent us from earning revenue and could harm our reputation. Damage to our reputation, any resulting loss of customers, e-commerce confidence and the cost of remedying these problems could negatively affect our business, results of operations, financial condition and prospects.

Our ability to maintain communications, network and computer hardware in the countries in which they are used may in the future be subject to regulatory review and licensing, and the failure to obtain any required licenses could negatively affect our business. Our systems and infrastructure are predominately reliant on third parties. Problems faced by our third-party service providers with the telecommunications network providers with whom they contract or with the systems by which they allocate capacity among their users, including us, could adversely affect the experience of our customers. Our third-party service providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy or reorganization, faced by our third-party service providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party service providers are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and may have a material adverse effect on our business, results of operations, financial condition and prospects.

Ourfailure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protectour confidential information and practices, could damage our reputation and brands and substantially harm our business and operatingresults.

We collect, maintain, transmit and store data about our customers, brands and others, including personally identifiable information, as well as other confidential information. We also engage third parties that store, process and transmit these types of information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, our brand’s e-commerce websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases.

Breaches of our security measures or those of our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks, systems and accounts; unauthorized access to, and misappropriation of, consumer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks; however, such attacks could in the future have a material adverse effect on our operations. If any of these breaches of security should occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

We may experience periodic system interruptions from time to time. In addition, continued growth in our transaction volume, as well as surges in online traffic and orders associated with promotional activities or seasonal trends in our business, place additional demands on our marketplace platforms and could cause or exacerbate slowdowns or interruptions. If there is a substantial increase in the volume of traffic on our sites or the number of orders placed by customers, we will be required to further expand and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our sites or expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our sites, which is particularly challenging given the rapid rate at which new technologies, customer preferences and expectations and industry standards and practices are evolving in the e-commerce industry. Accordingly, we redesign and enhance various functions on our sites on a regular basis, and we may experience instability and performance issues as a result of these changes. Our disaster recovery plan may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, results of operations, financial condition and prospects. We continue to devote significant resources to protect against security breaches, or we may need to devote significant resources in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business. To date, we are not aware of any material compromises or breaches of our networks or systems.

Risks

Related to Legal and Regulatory Matters

Wemay be subject to general litigation, regulatory disputes and government inquiries.

As a growing company with expanding operations, we may in the future increasingly face the risk of claims, lawsuits, government investigations and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters. The number and significance of these disputes and inquiries have increased as the political and regulatory landscape changes, and as we have grown larger and expanded in scope and geographic reach, and our services have increased in complexity.

We cannot predict the outcome of such disputes and inquiries with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or services or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Afailure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertaintiesmay adversely affect our business, financial performance, results of operations or business growth.

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to the internet and e-commerce, internet advertising and price display, consumer protection, anti-corruption, antitrust and competition, economic and trade sanctions, energy usage and emissions, tax, banking, data security, network and information systems security, data protection and privacy. As a result, regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements. Unfavorable changes or interpretations could decrease demand for our products or services, limit marketing methods and capabilities, affect our margins, increase costs or subject us to additional liabilities.

For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and e-commerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and consumer-generated content, user privacy, data security, network and information systems security, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of services. Furthermore, the growth and development of e-commerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally.

Ifour products experience any recalls, product liability claims, or government, customer or consumer concerns about product safety, ourreputation and operating results could be harmed.

Our products are subject to regulation by federal, state and international regulatory authorities, and could be subject to involuntary recalls and other actions by these authorities. Concerns about product safety, including concerns about the safety of products manufactured in developing countries, could lead us to recall selected products. Recalls and government, customer or consumer concerns about product safety could harm our reputation and reduce sales, either of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We may also be subject to product liability claims if people or property are harmed by the products we sell. Some of the products we sell may expose us to product liability claims and litigation (including class actions) or regulatory action relating to safety, personal injury, death or environmental or property damage.

Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Some of our agreements with members of our supply chain may not indemnify us from product liability claims for a particular product, and some members of our supply chain may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.

Anyfailure by us or our vendors to comply with product safety, labor or other laws, or our standard vendor terms and conditions, or to providesafe factory conditions for our or their workers may damage our reputation and brand and harm our business.

The products we sell to our customers are subject to regulation by federal, state and international regulatory authorities. As a result, such products could be in the future subject to recalls and other remedial actions. Product safety, labeling and licensing concerns may require us to voluntarily remove selected merchandise from our inventory. Such recalls or voluntary removal of merchandise can result in, among other things, suspension of our seller accounts on Amazon and other online marketplaces, lost sales, diverted resources, potential harm to our reputation and increased client service costs and legal expenses, which could have a material adverse effect on our operating results.

Some of the products we sell may expose us to product liability claims and litigation or regulatory action relating to personal injury or environmental or property damage. Although we maintain liability insurance and implemented a quality assurance program that includes obtaining necessary certifications, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all. In addition, some of our agreements with our vendors may not indemnify us from product liability claims for a particular vendor’s products or our vendors may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.

Weare subject to U.S. governmental regulation and other legal obligations related to privacy, data protection and information security.If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adversepublicity.

We collect personally identifiable information and other data from our customers and prospective customers. We collect this info automatically through the automated sales processes with e-commerce marketplaces. We, at times, may use this information to provide, support, expand and improve our business and tailor our digital marketing and advertising efforts.

Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, such as the FTC, and various state, local and foreign agencies. Our data handling also is subject to industry standards.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of data relating to individuals, including the use of contact information and other data for digital marketing, advertising and other communications with individuals and businesses. In the United States, various laws and regulations apply to the collection, processing, disclosure and security of certain types of data. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data. The laws and regulations relating to privacy and data security are evolving, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

In the United States, federal and various state governments have adopted or are considering laws, guidelines or rules for the collection, distribution, use and storage of personal information collected from or about customers or their devices. This trend began with the California Consumer Privacy Act, or the CCPA, which took effect on January 1, 2020, as one of the broadest U.S. state privacy laws. The CCPA imposes heightened transparency obligations about data collection, use, and sharing practices, adds restrictions on the transfer of personal information to third parties including for advertising or analytics purposes and grants data privacy rights to consumers. Following the Californian example, , several US states have passed similar privacy laws regulating the processing of personal data, Non-compliance with state privacy laws could result in regulatory investigations and enforcement actions, private litigation (including class actions), significant fines and remediation costs, operational restrictions, and reputational harm. Furthermore, some federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Children’s Online Privacy Protection Act or the FTC Act could also be applicable to some of our activities.

Numerous data protection regimes apply based on where a customer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, which could require us to incur additional costs and restrict our business operations. Any failure or perceived failure by us to comply with rapidly evolving privacy or security laws, policies (including our own stated privacy policies), legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally identifiable information or other consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Additionally, the use of algorithms to scan and analyze data from websites and/or e-commerce platforms may be subject to applicable laws, regulations, and terms of use. There are currently various unresolved court cases surrounding these practices, making it difficult to assess the impact until those issues are resolved. Our actual or alleged failure to comply with applicable laws and regulations or website terms of use could result in enforcement actions and significant penalties against us, which could lead to negative publicity and costs, subject us to claims, fines or other remedies, and have a material adverse effect on our business, financial condition, and results of operations.

Due to rapid changes in technology and the inconsistent interpretations of privacy and data collection and protection laws and regulations, we may be required to materially change the way we conduct business. The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well the need to implement any changes required based on newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged. Scrapped websites collect data of users on their platform and any limitation on their ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize sales, which could render our products less valuable and potentially result in loss of revenue.

InEurope, where we expanded our business operations as part of our growth, and in Israel, the data privacy and information security regimecontinues to evolve and is subject to increasing regulatory scrutiny.

The General Data Protection Regulation, or GDPR, implemented more stringent operational requirements for our use of personal data. These more stringent requirements include expanded disclosures to inform our customers about how we may use their personal data, increased controls on profiling customers and increased rights for customers to access, control and delete their personal data. In addition, there are mandatory data breach notification requirements and significantly increased penalties of the greater of €20 million or 4% of global turnover for the preceding financial year.

The U.K.’s Network and Information Systems Regulations 2018, or NIS Regulations, which came into force on May 10, 2018, apply to us as an online marketplace and place additional network and information systems security obligations on us, as well as mandatory security incident notification in certain circumstances with penalties of up to £17 million.

In Israel, we are subject to Israeli privacy and data security laws, including the Israeli Privacy Protection Law, its regulations, and the guidelines of the Israeli Privacy Protection Authority, or the PPA, which impose obligations on how we process, store, secure, access, disclose, and transfer personal data. These requirements may necessitate the implementation or adjustment of contractual, technical, organizational, and information security measures, potentially increasing our costs and affecting our operations. Failure to comply may expose us to enforcement actions, administrative fines and penalties (which in some cases may reach millions of NIS), litigation (including class actions), and, in certain cases, criminal liability.

In recent years, U.S. and European lawmakers and regulators have expressed concern over the use of third-party cookies and similar technologies for online behavioral advertising, and laws in this area are also under reform. Such regulations may have a negative effect on businesses, including ours, that collect and use online usage information for consumer acquisition and marketing, may increase the cost of operating a business that collects or uses such information and undertakes online marketing, it may also increase regulatory scrutiny and increase potential civil liability under data protection or consumer protection laws. Additionally, the U.S. has recently seen an increase in claims and litigation based on the California Invasion of Privacy Act, or CIPA, and the Electronic Communications Privacy Act, or ECPA, in regard to tracking tools such as cookies and similar technologies. This trend exposes companies to potential statutory damages, class action lawsuits, and reputational harm.

These regulations result in significant compliance costs and could result in restricting the growth and profitability of our business by impeding the development of new services. We could incur substantial costs to comply with these regulations. The changes could require significant systems changes, limit the effectiveness of our marketing activities, adversely affect our margins, increase costs and subject us to additional liabilities. Also, it could negatively impact the use or adoption of our services, reduce overall demand for our services, make it more difficult for us to meet expectations from or commitments to our clients, lead to significant fines, penalties, or liabilities for noncompliance, or impact our reputation, any of which could harm our business.

Our business is conducted through the internet and therefore, among other things, we are subject to the laws and regulations that apply to e-commerce and online businesses around the world. These laws and regulations are becoming more prevalent in the United States, Europe, Israel, the United Kingdom and elsewhere and may impede the growth of the internet and consequently our services. These regulations and laws may cover privacy, data collection and protection, location of data storage and processing, cybersecurity, e-commerce, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, and online payment services. We receive, collect, store, process, transfer and use certain data about how viewers and buyers engaged with content and advertisements and helps us to leverage that data to become a better storyteller and maximize sales in different marketplaces. Our ability to access and utilize such data is crucial.

Amendmentsto existing tax laws, rules or regulations or enactment of new unfavorable tax laws, rules or regulations could have an adverse effecton our business and financial performance.

Many of the laws, rules or regulations imposing taxes and other similar obligations were established before the growth of the internet and e-commerce. Tax authorities in non-U.S. jurisdictions, including Israel, and at the U.S. federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce and considering changes to existing tax or other laws that could regulate our transmissions and/or levy sales, income, consumption, use or other taxes relating to our activities, and/or impose obligations on us to collect such taxes. For example, in March 2018, the European Commission proposed new rules for taxing digital business activities in the EU. In addition, state and local taxing authorities in the United States and taxing authorities in other countries have identified e-commerce platforms as a means to calculate, collect and remit indirect taxes for transactions taking place over the internet. Multiple U.S. states have enacted related legislation and other states are now considering such legislation. Furthermore, the U.S. Supreme Court held in South Dakota v. Wayfair that a U.S. state may require an online retailer to collect sales taxes imposed by that state, even if the retailer has no physical presence in that state, thus permitting a wider enforcement of such sales tax collection requirements. Such legislation could require us or our retailers and brands to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business. Such legislation could require us or our retailers and brands to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business.

We cannot predict the effect of current attempts to impose taxes on commerce over the internet. If such tax or other laws, rules or regulations were amended, or if new unfavorable laws, rules or regulations were enacted, the results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our products if we pass on such costs to the consumer, result in increased costs to update or expand our technical or administrative infrastructure or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions. As a result, these changes may have a material adverse effect on our business, results of operations, financial condition and prospects.

Weare subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject usto criminal penalties or significant fines and harm our business and reputation.

Israel Money Laundering and Terror Financing Prohibition Authority, the SEC, the U.S. Department of Justice, the U.S. Treasury Department’s Office of Foreign Assets Controls, or OFAC, the U.S. Department of State, and other international regulatory authorities, continue to enforce economic and trade regulations and anti-corruption laws across industries. U.S. trade sanctions relate to transactions with designated foreign countries and territories, including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, or Crimea, as well as specifically targeted individuals and entities that are identified on U.S. and other blacklists, and those owned by them or those acting on their behalf.

Anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, or the FCPA, the U.K. Bribery Act, or the Bribery Act, and Israel Penal Code section 291a, generally prohibit direct or indirect corrupt payments to government officials and, under certain laws, private persons to obtain or retain business or an improper business advantage. Some of our international operations are conducted in parts of the world where it is common to engage in business practices that are prohibited by these laws.

Although we comply with laws and regulations, especially as we expand our operations in existing and new jurisdictions which proportionately adds risks of non-compliance with applicable laws and regulations, our employees, partners or agents could take actions that violate applicable laws or regulations. As regulations continue to develop and regulatory oversight continues to focus on these areas, we cannot ensure compliance at all times with all applicable laws or regulations.

In the event our controls should fail, or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil and criminal monetary penalties, withdrawal of business licenses or permits, litigation and damage to our reputation and the value of our brand.

As we expand our operations in existing and new jurisdictions internationally, we will need to increase the scope of our compliance programs to address the risks relating to the potential for violations of the FCPA and the Bribery Act and other anti-bribery and anti-corruption laws. Further, the promulgation of new laws, rules and regulations, or the new interpretation of existing laws, rules and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we or our retailers and brands conduct business could require us to change certain aspects of our business, operations and commercial relationships to ensure compliance, which could decrease demand for products or services, reduce net revenue, increase costs or subject us to additional liabilities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years, are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, offering, soliciting or accepting improper payments or other benefits to or from government officials and others in the private sector. As we increase our international sales and business, particularly in countries with a low score on the Corruptions Perceptions Index by Transparency International and increase our use of third-party business partners such as sales agents, distributors, resellers or consultants, our risks under these laws may increase. Under these laws, we could be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, business partners and agents, even if we do not explicitly authorize or have actual knowledge of such activities. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, whistle-blower complaints, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees.

In certain cases, enforcement authorities may even require us to appoint an independent compliance monitor, which can result in added costs and administrative burdens. Any investigations, actions, sanctions or other previously mentioned harm could have a material negative effect on our business, operating results and financial condition.

Evenfollowing receipt of any regulatory approval for our pest control products, we will continue to be subject to regulation of our advertisingpractices.

As a seller of pest control products, which include poisonous active ingredients, we are subject to continual government oversight by regulatory authorities. Once we receive regulatory approval in the United States, we will be subject to oversight by the U.S. Environmental Protection Agency, or EPA, and other regulatory authorities. The EPA strictly regulates the advertising and promotion of pest control products, and these pest control products may only be marketed or promoted for their EPA approved uses, consistent with the product’s approved labeling. Advertising and promotion of any product candidate that obtains approval in the U.S. will be heavily scrutinized by the EPA, other applicable state regulatory agencies and the public. Violations, including promotion of our products for unapproved or off-label uses, are subject to enforcement actions, inquiries and investigations, and civil, criminal and/or administrative sanctions imposed by the EPA.

Ouroperations are subject to environmental laws and regulations that may increase costs of operations and impact or limit our business plans.

We are subject to environmental laws and regulations affecting many aspects of our present and potential future operations, and will be subject to a wide variety of EPA labeling and other state regulatory agency requirements, after we receive regulatory approval in the United States. For example, under the Federal Insecticide, Fungicide, and Rodenticide Act, we will be required to register with the EPA and certain state regulatory authorities as a seller of disinfectants, and we will be subject to EPA labeling requirements. Compliance with these laws and regulations may result in increased costs and delays as a result of administrative proceedings and certain reporting obligations. Public officials and entities may seek injunctive relief or other remedies to enforce applicable environmental laws and regulations. If we are found to not have complied with these laws and are unable to sell our products, our business and financial results will be negatively impacted.

Risks

Related to our Operations in Israel

Conditionsin Israel, including Israel’s conflicts with Hamas and other parties in the region, 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.

Our offices and management team are located in Israel, while our other facilities located overseas and are not exposed to war damage. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, Israel has experienced a number of armed conflicts involving neighboring countries and terrorist organizations active in the region.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Each such terrorist group has been sponsored by Iran. Iran itself directly entered the conflict, launching ballistic missile attacks against Israel in April 2024 and October 2024. In June 2025, following intelligence assessments indicating imminent attacks, Israel conducted strikes against Iranian military and nuclear infrastructure together with the United States, which led to Iranian counterattacks before a ceasefire was reached on June 24, 2025, after 12 days of hostilities. On February 28, 2026, Israel and the United States launched a second, larger-scale offensive against Iran. Iran has retaliated with sustained attacks across the Middle East and was joined by renewed Hezbollah attacks on Israel. As of the date of this filing, the conflict is ongoing with no ceasefire in place and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region. As a result of numerous attacks on marine vessels traversing the Red Sea launched by the Houthi movement we have experienced delays in supplier deliveries, extended lead times, and increased cost of freight, increased insurance costs, purchased materials and manufacturing labor costs. We currently do not experience such delays and the cost of freight is nearly back to the prices prior to the attacks in October 2023, but there is no assurance that we will not experience in the future such delays. The risk of ongoing supply disruptions may further result in delayed deliveries of our products.

The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing (including as the result of a downgrade in Israel’s credit rating by certain credit rating agencies), which may have a material adverse effect on the Company and its ability to effectively conduct its operations.

The military hostilities have included and may include terror, missile and drone attacks. our offices have not been damaged during the current war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others have caused and may continue to cause damage to private and public facilities, infrastructure, utilities, and telecommunication networks, and potentially disrupting our operations and supply chains. In addition, Israeli organizations, government agencies and companies have been subject to extensive cyber attacks. This could lead to increased costs, risks to employee safety, and challenges to business continuity, with potential financial losses. For example, during 2025, missile and drone attacks attributed to Iran-backed groups, including the Houthi movement in Yemen, struck Israeli territory and civilian areas, disrupting transportation and infrastructure and resulting in injuries.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations.

Prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors. In addition, Israel is scheduled to hold national elections in 2026, and the election cycle (or the possibility of early elections) may contribute to governmental inconsistency, policy uncertainty and civil unrest, any of which could adversely affect our operations and the Israeli business environment.

Exchangerate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

Our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in GBP and we expect our future revenues to be equally divided between GBP and U.S. Dollar. However, most of our expenses are also in U.S. Dollar, NIS and some in Euro. As a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars.

Itmay be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors and the Israeli experts namedin this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executiveofficers and directors and these experts.

We are incorporated in Israel. All of our executive officers and directors reside outside of the United States, and all of our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. See “Enforceability of Civil Liabilities” for additional information on your ability to enforce a civil claim against us and our executive officers or directors named in this Annual Report.

Yourrights and responsibilities as a shareholder are governed in key respects by Israeli laws, which differ in some material respects fromthe rights and responsibilities of shareholders of U.S. companies.

The rights and responsibilities of the holders of our Ordinary Shares are governed by our amended and restated articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S. companies. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders, and to refrain from abusing its power in such company, including, among other things, in voting at a general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval, as well as a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder of an Israeli company or a shareholder who is aware that it possesses the power to determine the outcome of a vote at a meeting of the shareholders or to appoint or prevent the appointment of a director or executive officer in the company, or has other powers, has a duty of fairness towards the company. Israeli law does not define the substance of this duty of fairness. There is limited case law available to assist us in understanding the nature of these duties or the implications of these provisions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our Ordinary Shares that are not typically imposed on shareholders of U.S. companies.

Certainprovisions of our amended and restated articles of association may be deemed to have an anti-takeover effect.

Certain provisions of our amended and restated articles of association may make a change in control of us more difficult to effect. Our amended and restated articles of association provide for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our shareholders. This classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent an attempt to change control of us, even though a change in control might be considered by our shareholders to be in their best interest.

Risks Related to Our Status as a Public Company and Ownership of our

Ordinary Shares and Public Warrants

Issuance of a significant amount of additional Ordinary Shares on exerciseor conversion of outstanding Public Warrants and/or substantial future sales of our Ordinary Shares may depress our share price.

The issuance of a significant amount of additional Ordinary Shares on account of outstanding warrants will dilute our current shareholders’ holdings and may depress our share price. If these or other shareholders sell substantial amounts of our Ordinary Shares, including shares issuable upon the exercise or conversion of outstanding warrants or employee options, or if the perception exists that our shareholders may sell a substantial number of our Ordinary Shares, we cannot foresee the impact of any potential sales on the market price of these additional Ordinary Shares, but it is possible that the market price of our Ordinary Shares would be adversely affected. Any substantial sales of our shares in the public market might also make it more difficult for us to sell equity or equity related securities in the future at a time and on terms we deem appropriate. Even if a substantial number of sales do not occur, the mere existence of this “market overhang” could have a negative impact on the market for, and the market price of, our Ordinary Shares.

Failureto achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverseeffect on our business, results of operation or financial condition. In addition, current and potential shareholders could lose confidencein our financial reporting, which could have a material adverse effect on the price of our Ordinary Shares.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Disclosing deficiencies or weaknesses in our internal control, failing to remediate these deficiencies or weaknesses in a timely fashion or failing to achieve and maintain an effective internal control environment may cause investors to lose confidence in our reported financial information, which could have a material adverse effect on the price of our Ordinary Shares. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed

Future sales of our Ordinary Shares and Public Warrants could reducethe market price of our Ordinary Shares and Warrants.

Substantial sales of our Ordinary Shares and Public Warrants on Nasdaq, may cause the market price of our Ordinary Shares and/or Public Warrants to decline. Sales by us or our security holders of substantial amounts of our Ordinary Shares and/or Public Warrants, or the perception that these sales may occur in the future, could cause a reduction in the market price of our Ordinary Shares and/or Public Warrants.

The issuance of any additional Ordinary Shares or any securities that are exercisable for or convertible into Ordinary Shares, may have an adverse effect on the market price of our Ordinary Shares and will have a dilutive effect on our existing shareholders and holders of Ordinary Shares.

Wecannot assure you that our Ordinary Shares and Warrants will remain listed on Nasdaq or any other securities exchange.

On January 17, 2025, the SEC approved an amendment to Nasdaq Listing Rule 5810(c)(3)(A)(iv), pursuant to which if a company fails to meet the minimum bid price requirement and has effected a reverse share split within the prior one-year period, the company will not be eligible for any compliance period and the Listing Qualifications Department will issue a Delisting Determination under Rule 5810 with respect to that company’s securities. This change applies even if the company was in compliance with the bid price requirement at the time of its prior reverse share split. In addition, if a company’s security fails to meet the bid price requirement and the company has effected one or more reverse stock splits within the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for any compliance period and Nasdaq will issue a Delisting Determination with respect to that security. Accordingly, there is a risk that if, within one year of the February 2026 Reverse Split or any other future reverse share splits effected from time to time, our Ordinary Shares trade below $1.00 per share for 30 consecutive business days, we will not be eligible for any compliance period and the Listing Qualifications Department will issue a Delisting Determination with respect to our Ordinary Shares.

In addition, given that we have effected multiple reverse share splits within the prior two-year period, there is a risk that we may not be eligible for certain compliance periods under Nasdaq rules in the event of future non-compliance with the minimum bid price requirement.

No assurance can be given that we will remain eligible to be listed on Nasdaq. In the event that our Ordinary Shares are delisted from Nasdaq due to our failure to continue to comply with the requirements for continued listing on Nasdaq, and are not eligible for listing on another exchange, trading in our Ordinary Shares and Public Warrants may be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares and Public Warrants, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Ordinary Shares and Public Warrants to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.

On January 22, 2026, we received a letter, or the Letter, from the Nasdaq Listing Qualifications Department, or the Staff, notifying us that, as of January 21, 2026, for the preceding 30 consecutive business days, our Ordinary Shares did not meet the minimum market value of publicly held shares of $1,000,000, or MVPHS, requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(5), or the Rule. On March 12, 2026, the Staff provided us with a written confirmation of compliance with the Rule, and the matter is now closed.

Should we fail to comply again with the Rule or satisfy other continued listing requirements of Nasdaq, Nasdaq may take steps to delist our Ordinary Shares and Public Warrants. Such a delisting would likely have a negative effect on the price of our Ordinary Shares and Public Warrants and would impair your ability to sell or purchase our Ordinary Shares or Public Warrants when you wish to do so. In the event of a delisting, any action taken by us to restore compliance with listing requirements may not allow our Ordinary Shares and Public Warrants to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our Ordinary Shares from dropping below the Nasdaq minimum share price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

Asa “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices insteadof otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicableto domestic U.S. issuers.

Our status as a foreign private issuer also exempts us from compliance with certain SEC laws and regulations and certain regulations of Nasdaq, including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we will not be required under the Exchange Act to file current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC. Also, although the Israeli Companies Law, 5759-1999, or the Companies Law, requires us to disclose the annual compensation of our five most highly compensated senior officers on an individual basis (rather than on an aggregate basis), this disclosure will not be as extensive as that required of a U.S. domestic issuer. Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.

These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026. In the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic registrant may be significantly higher.

Theestimates of market opportunity, market size and forecasts of market growth included in this Annual Report and our other publicly fileddocuments may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could failto grow at similar rates, if at all.

Market opportunity, size estimates and growth forecasts included in this Annual Report and our other publicly filed documents are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. For example, several of the reports and data on which our estimates and forecasts are based rely on projections of consumer adoption and incorporate data from secondary sources, such as company websites as well as industry, trade and government publications.

Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment and utilizing internal analytic methodologies to assess market trends. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate less net revenue per active customer than anticipated, any of which could have a negative impact on our business and results of operations.

In addition, as we enter new consumer product markets in the future, we may initially provide discounts to customers to gain market traction, and the amount and effect of these discounts may vary greatly. No such discounts have been given to date.

Finally, we are evaluating our total addressable market with respect to new product offerings and new markets. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Even if the market in which we compete meets the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, if at all.

Our business is also affected by general economic and business conditions in international markets.

In addition, we experience seasonal trends in our business, and our mix of product offerings is highly variable from day-to-day and quarter-to-quarter. This variability makes it difficult to predict sales and could result in significant fluctuations in our net revenue from period-to-period. A significant portion of our expenses is fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net revenue. Any failure to accurately predict net revenue or gross margins could cause our operating results to be lower than expected, which could materially adversely affect our financial condition and share price.

Weare an emerging growth company and any decision on our part to comply only with certain reduced reporting and disclosure requirementsapplicable to emerging growth companies could make our Ordinary Shares and Warrants less attractive to investors.

We are an emerging growth company and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

●	not<br> being required to have our independent registered public accounting firm audit our internal control over financial reporting under<br> Section 404 of the Sarbanes-Oxley Act;
●	permission<br> to delay adopting new or revised accounting standards until such time as those standards apply to private companies; and
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●	exemptions<br> from the requirements of holding non-binding advisory votes on executive compensation and shareholder approval of any golden parachute<br> payments not previously approved.
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We may take advantage some or all of these and other exemptions until we are no longer an “emerging growth company”. We could be an emerging growth company up to the end of the fiscal year in which the fifth anniversary of the completion of our IPO, or 2027. Our status as an emerging growth company will end as soon as any of the following take place:

●	the<br> last day of the fiscal year in which we have more than $1.235 billion in annual revenue;
●	the<br> date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
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●	the<br> date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or
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●	the<br> last day of the fiscal year ending after the fifth anniversary after we become a public company.
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We cannot predict if investors will find our Ordinary Shares or Public Warrants less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our Ordinary Shares or Public Warrants less attractive because we rely on any of these exemptions, there may be a less active trading market for our Ordinary Shares and/or Public Warrants and the market price of our Ordinary Shares and/or Public Warrants may be more volatile.

In addition, under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption and, as a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.

Even after we no longer qualify as an emerging growth company, we may qualify as a “smaller reporting company”, which would allow us to take advantage of many of the same exemptions from disclosure requirements (excluding the exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act) and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. However, as a foreign private issuer we are not eligible to use the requirements for smaller reporting companies unless we use the forms and rules designated for domestic issuers and provide financial statements prepared in accordance with U.S. generally accepted accounting principles. We cannot predict if investors will find our Ordinary Shares and/or Public Warrants less attractive because we may rely on either of these exemptions. If some investors find our Ordinary Shares and/or Public Warrants less attractive as a result, there may be a less active trading market for our Ordinary Shares and/or Public Warrants and our share price may be more volatile.

The market price of our Ordinary Shares and/or Public Warrants maybe volatile. Market volatility may affect the value of an investment in our Ordinary Shares and/or Public Warrants and could subject usto litigation.

The market price of our securities is volatile. The price of our securities is and will continue to be subject to wide fluctuations in response to a variety of factors, including the following:

●	actual<br> or anticipated fluctuations in our financial condition and operating results;
●	the<br> financial projections we may provide to the public, and any changes in projected operational and financial results;
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●	addition<br> or loss of significant customers;
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●	changes<br> in laws or regulations applicable to our products;
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●	actual<br> or anticipated changes in our growth rate relative to our competitors;
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●	announcements<br> of technological innovations or new offerings by us or our competitors;
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●	announcements<br> by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;
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●	additions<br> or departures of key personnel;
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●	changes<br> in our financial guidance or securities analysts’ estimates of our financial performance;
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●	discussion<br> of us or our share price by the financial press and in online investor communities;
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●	reaction<br> to our press releases and filings with the SEC;
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●	changes<br> in accounting principles;
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●	lawsuits<br> threatened or filed against us;
●	fluctuations<br> in operating performance and the valuation of companies perceived by investors to be comparable to us;
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●	sales<br> of our Ordinary Shares by us or our shareholders;
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●	share<br> price and volume fluctuations attributable to inconsistent trading volume levels of our Ordinary Shares;
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●	price<br> and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
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●	changes<br> in laws or regulations applicable to our business;
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●	changes<br> in our capital structure, such as future issuances of debt or equity securities;
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●	short<br> sales, hedging and other derivative transactions involving our shares;
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●	the<br> expiration of contractual lock-up periods;
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●	other<br> events or factors, including those resulting from war, incidents of terrorism or responses to these events; and
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●	general<br> economic and market conditions.
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Furthermore, in recent years, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Ordinary Shares or Public Warrants.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could also harm our business.

Ourinvestors’ ownership in the Company may be diluted in the future.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present shareholders. Furthermore, we may issue equity awards to management, employees and other eligible persons in the future under our 2024 Incentive Option Plan, or our 2024 Incentive Plan. Additional Ordinary Shares issued by us in the future will dilute an investor’s investment in the Company. In addition, we may seek shareholder approval to increase the amount of the Company’s authorized shares, which would create the potential for further dilution of current investors.

Ouramended and restated articles of association provide that, unless we consent to an alternative forum, the federal district courts ofthe United States shall be the exclusive forum for resolution of any complaint asserting a cause of action arising under the SecuritiesAct of 1933 as amended, or the Securities Act, which could limit our shareholders’ ability to choose the judicial forum for disputeswith us, our directors, shareholders, or other employees. In addition, the agreements governing the Warrants provide that disputes shallbe brought in the state and federal courts sitting in the City of New York, Borough of Manhattan, and that a claim under the U.S. federalsecurities laws may be made in any federal district court.

Section 22 of the Securities Act creates concurrent jurisdiction for U.S. federal and state courts over all such Securities Act actions. Accordingly, both U.S. state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our articles of association provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, and our shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provision. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the foregoing provision of our articles of association.

Similarly, the agreements governing the Warrants provide that, and by purchasing Warrants in our IPO, investors agreed that, all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any such dispute and irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The warrant agent agreement has similar provisions with respect to the Company and the warrant agent. The agreement governing the Warrants and the warrant agent agreement provide that the foregoing provisions do not limit or restrict the federal district court in which a party may bring a claim under the U.S. federal securities laws.

However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits, or proceedings asserting a cause of action arising under the Securities Act) in other companies’ organizational documents and similar agreements has been challenged in legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive forum provision in our articles of association or the agreements governing the Warrants. If a court were to find the exclusive forum provision contained in our articles of association or the agreements governing the Warrants to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations.

Although we believe the exclusive forum provision benefit us by providing increased consistency in the application of U.S. federal securities laws, the Companies Law, or New York law, as applicable, in the types of lawsuits to which they apply, such exclusive forum provision may limit a shareholder’s ability to bring a claim in the judicial forum of their choosing for disputes with us or any of our directors, shareholders, officers, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, shareholders, officers, or other employees.

If securities or industry analysts either do not publish research aboutus or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regardingour Ordinary Shares or Public Warrants adversely, the trading price or trading volume of our Ordinary Shares could decline.

The trading market for our Ordinary Shares and Public Warrants will be influenced in part by the research and reports that securities or industry analysts may or may not publish about us, our business, our market or our competitors. If one or more of the analysts do not publish research about us or initiate research with an unfavorable rating or downgrade our Ordinary Shares, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, the market prices of our Ordinary Shares would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Ordinary Shares to decline.

FINRAsales practice requirements may limit a shareholder’s ability to buy and sell our Ordinary Shares.

The Financial Industry Regulatory Authority, Inc., or FINRA, has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Ordinary Shares, which may limit the ability of our shareholders to buy and sell our Ordinary Shares and could have an adverse effect on the market for and price of our Ordinary Shares.

Wemay become a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in the current taxable yearor may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holdersof the Ordinary Shares if we are or were to become a PFIC.

Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2025, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard. The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. We will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (1) at least 75% of our gross income is “passive income” or (2) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of the Ordinary Shares. Accordingly, there can be no assurance that we currently are not or will not become a PFIC in the future. If we are a PFIC in any taxable year during which a U.S. taxpayer holds the Ordinary Shares, such U.S. taxpayer would be subject to certain adverse U.S. federal income tax rules. In particular, if the U.S. taxpayer did not make an election to treat us as a “qualified electing fund”, or QEF, or make a “mark-to-market” election, then “excess distributions” to the U.S. taxpayer, and any gain realized on the sale or other disposition of the Ordinary Shares by the U.S. taxpayer: (1) would be allocated ratably over the U.S. taxpayer’s holding period for the Ordinary Shares; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the U.S. Internal Revenue Service, or the IRS, determines that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. taxpayer to make a timely QEF or mark-to-market election. U.S. taxpayers that have held the Ordinary Shares during a period when we were a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S. taxpayer who made a timely QEF or mark-to-market election. A U.S. taxpayer can make a QEF election by completing the relevant portions of and filing IRS Form 8621 in accordance with the instructions thereto. We do not intend to notify U.S. taxpayers that hold the Ordinary Shares if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election. In addition, we do not intend to furnish such U.S. taxpayers annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. U.S. taxpayers that hold the Ordinary Shares are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to the Ordinary Shares in the event that we are a PFIC. See “Taxation - U.S. Federal Income Tax Considerations - Passive Foreign Investment Companies” for additional information.

Asa public company in the United States, our management is required to devote substantial time to new compliance initiatives as well ascompliance with ongoing U.S. requirements.

As a public company in the United States, we incur additional significant accounting, legal and other expenses that we did not incur before the offering. We also incurred costs associated with corporate governance requirements of the SEC, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act. These rules and regulations increased our legal and financial compliance costs, introduced new costs such as investor relations, stock exchange listing fees and shareholder reporting, and made some activities more time consuming and costly. The implementation and testing of such processes and systems required us to hire outside consultants and incur other significant costs. Any future changes in the laws and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act, and the rules and regulations adopted by the SEC, for so long as they apply to us, will result in increased costs to us as we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers.

Wemay be subject to securities litigation, which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

General

Risk Factors

Ifwe engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our shareholders, causeus to incur debt or assume contingent liabilities, and subject us to other risks.

We have engaged in various acquisitions and may continue to evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:

●	increased<br> operating expenses and cash requirements;
●	the<br> assumption of additional indebtedness or contingent liabilities;
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●	the<br> issuance of our equity securities;
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●	assimilation<br> of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new<br> personnel;
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●	the<br> diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger<br> or acquisition;
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●	retention<br> of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships;
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●	risks<br> and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing<br> products or product candidates and marketing approvals; and
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●	our<br> inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition<br> or even to offset the associated acquisition and maintenance costs.
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Weare subject to certain U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations.We can face serious consequences for violations.

Among other matters, U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, legal counsel, accountants, consultants, contractors and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. We also expect our non-U.S. activities to increase over time. We can be held liable for the corrupt or other illegal activities of our personnel, agents or partners, even if we do not explicitly authorize or have prior knowledge of such activities.

Ourbusiness and operations might be adversely affected by security breaches, including any cybersecurity incidents.

We depend on the efficient and uninterrupted operation of our computer and communications systems, and those of our consultants, contractors and vendors, which we use for, among other things, sensitive company data, including our intellectual property, financial data and other proprietary business information.

While certain of our operations have business continuity and disaster recovery plans and other security measures intended to prevent and minimize the impact of IT-related interruptions, our IT infrastructure and the IT infrastructure of our consultants, contractors and vendors are vulnerable to damage from cyberattacks, computer viruses, unauthorized access, electrical failures and natural disasters or other catastrophic events. We could experience failures in our information systems and computer servers, which could result in an interruption of our normal business operations and require substantial expenditure of financial and administrative resources to remedy. System failures, accidents or security breaches can cause interruptions in our operations. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur regulatory investigations and redresses.

Even though we believe we carry commercially reasonable business interruption and liability insurance, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which we do not have coverage. For example, we are not insured against terrorist attacks or cyberattacks. Any natural disaster or catastrophic event could have a significant negative impact on our operations and financial results.

Salesof a significant number of our Ordinary Shares in the public markets or significant short sales of our Ordinary Shares, or the perceptionthat such sales could occur, could depress the market price of our Ordinary Shares and impair our ability to raise capital.

Sales of a substantial number of our Ordinary Shares or other equity-related securities in the public markets, could depress the market price of our Ordinary Shares. If there are significant short sales of our Ordinary Shares, the price decline that could result from this activity may cause the share price to decline more so, which, in turn, may cause long holders of the Ordinary Shares to sell their shares, thereby contributing to sales of Ordinary Shares in the market. Such sales also may impair our ability to raise capital through the sale of additional equity securities in the future at a time and price that our management deems acceptable, if at all.

ITEM

INFORMATION ON THE COMPANY

A.History and Development of the Company

Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd) was incorporated in March 2021 under the Companies Law in the State of Israel.

Our principal executive offices are located at 7 Mezada Street, Bnei Brak, Israel 5126112. Our telephone number in Israel is +972-3-7713520. Our website address is www.nexera-tech.io. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Annual Report, and the reference to our website in this Annual Report is an inactive textual reference only.

Puglisi & Associates is our agent in the United States and its address is 850 Library Avenue, Suite 204, Newark, Delaware 19711. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

For a description of our principal capital expenditures and divestitures, see Item 5. “Operating and Financial Review and Prospects.”

B.Business Overview

We are a data driven e-commerce company operating primarily on Amazon and we have recently begun expanding into the global HLS sector through AI driven solutions. We were incorporated in Israel in March 2021, under the name Nexera Technologies 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 FBA model. 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, Smart Repair Pro, Top Rank Ltd., Fort, KeepZone, Fort Products LLC and Pure Logistics. We also hold, through our subsidiary, KeepZone, a minority interest in SciSparc Nutraceuticals to whom we provide a variety of professional and business support services.

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 FBA has to offer. In some circumstances we scale the products and improve them. 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. We also 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.

OurStores, Brands, Products and Services

As of the date of this Annual Report:

●	Smart Repair Pro owns and operates two stores on Amazon (i) KnifePlanet<br>with 3 different Brands: KnifePlanet, CC-Exquisite and the PetEvo brands and (ii) the Whoobli brand. Under the KnifePlanet brand, we offer<br>a complete premium stone knife-sharpening sets, sharpeners and nonslip rubber bases. Under the CC-Exquisite brand, we offer professional<br>steel & soft-tip dart sets and darts holders. Under the PetEvo brand, we offer car door & car seats protectors for pets. Under<br>the Whoobli brand, we offer punching bag sets and party supply kits for children.
●	Smart<br> Repair Pro also owns Pure Logistics which operates a strategically located logistics center in New Jersey and provides logistics<br> services to us and to third parties.
●	Fort Technology owns Fort, which operates the Fort brand, and sells<br>pest control products primarily through Amazon UK.

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Smart Repair Pro owns and operates two stores on Amazon (i) KnifePlanet with 3 different Brands: KnifePlanet, CC-Exquisite and the PetEvo brands and (ii) the Whoobli brand. Under the KnifePlanet brand, we offer a complete premium stone knife-sharpening sets, sharpeners and nonslip rubber bases. Under the CC-Exquisite brand, we offer professional steel & soft-tip dart sets and darts holders. Under the PetEvo brand, we offer car door & car seats protectors for pets. Under the Whoobli brand, we offer punching bag sets and party supply kits for children.

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Smart Repair Pro also owns Pure Logistics which operates a strategically located logistics center in New Jersey and provides logistics services to us and to third parties.

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Fort Technology owns Fort, which operates the Fort brand, and sells pest control products primarily through Amazon UK.

●	KeepZone operates in the global HLS sector, delivering comprehensive,<br>multi-layered security ecosystems for critical infrastructure worldwide and owns a minority interest in SciSparc Nutraceuticals, a majority-owned<br>subsidiary of SciSparc Ltd., or SciSparc, that owns and operates Wellution, a brand that sells hemp seed oil-based products on Amazon.

As of the date of this Annual Report, our material stores on Amazon, brands, products and services, consist of the following:

WhoobliStore

Our revenues from sales on the Whoobli store for the year ended December 31, 2025 were approximately $1,453 thousand, or 8.9%, of our total revenues for such period.

The Whoobli store sells a variety of punching bag sets, including: Whoobli Adjustable Kids Punching Bag with Stand; Whoobli Ninja Inflatable Kids Punching Bag; Whoobli Unicorn Birthday Party Supplies; Whoobli Mermaid Party Supplies; Whoobli Dinosaur Party Supplies; and the Whoobli Construction Birthday Party Supplies.

KnifePlanetStore

Our revenues from sales on the KnifePlanet store for the year ended December 31, 2025 were approximately $2,020, or 12.3%, of our total revenues for such period.

The KnifePlanet store sells, among other products, the following: Premium Knife Sharpening Stone Large Set; CC-Exquisite Professional Steel Tip Darts Set; CC-Exquisite Dart Caddy; and Pet-Evo Car Door Protector.

Since December 30, 2024, the KnifePlanet store also sells certain advanced drone safety systems developed by ParaZero Technologies Ltd., or ParaZero, pursuant to a reseller agreement, dated December 5, 2024, or the ParaZero Reseller Agreement, under which we received exclusive worldwide rights to distribute and sell such drone safety systems.

FortStore

Our revenues from sales on the Fort store for the year ended December 31, 2025 were approximately $10,846 thousand, or 66.3%, of our total revenues for such period.

The Fort store sells a variety of pest control products, including, among others: rat and mouse poison, rat traps, and tamper proof rodent bait boxes.

Fort has also partnered with digital developers to create an AI-based mobile application designed to identify pests and provide tailored treatment recommendations. The app, called Fort Pest ID, which was launched both on the Apple App Store and on Google Play in 2025, offers access to our products and is intended to strengthen our position as an innovator in both e-commerce and pest control solutions. Fort Pest ID allows users to scan or search or pests, access detailed information about each species and learn how to manage or eliminate them through access to our products. In addition, the app is useful for homeowners, gardeners and professionals as it also allows users to keep track of past pest encounters with a personal pest history and serves as both a pest detection and learning tool.

WellutionStore

Our proportional share of the revenues from sales on the Wellution store for the year ended December 31, 2025, was approximately $856. We do not consolidate the financial results of SciSparc Nutraceuticals or the sales of the Wellution products in our consolidated financial statements.

LogisticsCenter

On March 18, 2025, Smart Repair Pro closed the acquisition of Pure Logistics, a New Jersey limited liability company that operates a strategically located approximately 53,000 square foot logistics center equipped with 12 loading docks in New Jersey. Following the Pure Logistics Acquisition, we anticipate strengthening our supply chain and third-party service offerings. The logistics center is situated near a major port in the United States and in close proximity to Newark Liberty International and John F. Kennedy International Airports and will support our expansion while also offering services to third parties.

Pure Logistics provides logistics services to us, SciSparc Nutraceuticals, and other third parties.

Our revenues from the logistics center operations for the period beginning March 18, 2025 and ending December 31, 2025, were approximately $2,418 thousand, or 14.1%, of our total revenues for such period.

HomelandSecurity Sector

KeepZone is focused on expanding its presence in the HLS and critical infrastructure protection markets through the integration of multiple advanced security technologies, including technologies that incorporate artificial intelligence. KeepZone seeks to support government, defense, and infrastructure customers in deploying multi-layered security architectures intended to detect, prevent, and respond to threats across land, air, sea, cyber, and electromagnetic domains. KeepZone’s approach includes integrating third-party technologies from various providers, with the objective of offering a scalable portfolio of security solutions for the protection of people, infrastructure, and national assets.

KeepZone’s business model is to facilitate the adoption of HLS technologies by acting as an integrator, distributor, and market channel for defense and security solutions, including through strategic partnerships with technology developers.

Scanary

KeepZone first entered into the HLS sector on December 4, 2025, by entering into the Scanary Agreement, with Scanary, an Israeli deep-tech developer of 3D imaging, electromagnetic, and AI-powered threat detection systems. Pursuant to the Scanary Agreement, Scanary granted KeepZone exclusive distribution rights to Scanary’s electromagnetic imaging and AI HLS screening systems in Canada, Germany and the United Arab Emirates, and non-exclusive distribution rights in Spain and Italy, or collectively the Territories. Prior to the entry into the Scanary Agreement, KeepZone operated as a holding company and did not have any operations.

In consideration for the exclusive distribution rights, KeepZone agreed to pay Scanary total consideration of $1 million, payable in five equal monthly installments of $200,000, with each installment due at the end of each calendar month following the date of the Scanary Agreement. Pursuant to the Scanary Agreement, Scanary will pay KeepZone an Exclusivity Payment (as defined in the Scanary Agreement) through periodic payments equal to 10% of Scanary’s gross sales revenues received and collected, less (i) direct costs of goods sold, (ii) shipping and logistics costs, (iii) sales commissions, (iv) applicable taxes and duties, and (v) any other direct costs reasonably attributable to such sales. As of the date of this Annual Report, we paid a total consideration of $600,000 to Scanary.

Under the Scanary Agreement, Scanary may, from time to time and at its discretion, identify sales opportunities outside the Territories. If Scanary elects to refer such an opportunity to KeepZone, KeepZone will have a right of first refusal to pursue the opportunity. KeepZone must notify Scanary within a reasonable period whether it chooses to pursue the opportunity. Any such opportunity will be subject to mutual agreement between the parties regarding the applicable commercial terms, pricing, responsibilities, and other relevant conditions, to be determined on a case-by-case basis. On February 12, 2026, we announced that KeepZone expanded the Scanary Agreement to include an additional territory in Asia.

The Scanary Agreement provides for an initial term of twenty-four (24) months and will automatically renew for an additional twenty-four (24) months if KeepZone achieves a cumulative purchase target of 20 systems during the initial term, and may thereafter be further renewed upon satisfying the performance requirements specified in the Scanary Agreement.

OtherReseller and Distribution Agreements

On December 15, 2025, KeepZone entered into an exclusive distribution agreement with Zorronet Ltd., an innovative Israeli deep-tech company specializing in an autonomous AI-driven security platform.

On January 2, 2026, KeepZone entered into a non-exclusive reseller agreement with Beesense Sensors Systems Ltd. an Israeli innovator in multi-sensor technology for intelligence, surveillance, and reconnaissance (ISR) applications. The agreement appoints KeepZone as a reseller of certain Beesense products and services in Canada and Mexico.

On January 16, 2026, KeepZone entered into a non-exclusive distribution agreement with STI Ltd., an Israeli developer of specialized HLS technology.

On January 20, 2026, KeepZone entered into an exclusive reseller agreement, with a leading aerospace defense technology developer. On January 26, 2026, we announced that KeepZone received its first purchase order for a counter-unmanned aerial system solution from an aerospace systems integrator in Mexico.

On January 28, 2026, KeepZone entered into a reseller agreement with AeroIntegral S.A. DE C.V., for AeroIntegral to act as an authorized reseller of certain counter-unmanned aerial systems in Mexico as permitted under KeepZone’s exclusive reseller agreement with a leading aerospace defense technology developer.

On January 21, 2026, KeepZone entered into a non-exclusive reseller agreement with Beesense Sensors Systems, to expand defense and security solutions across Canada and Mexico.

On February 2, 2026, KeepZone secured exclusive rights in Mexico under a commercial agreement with an advanced drone manufacturer specializing in hydrogen-powered drones.

On February 6, 2026, KeepZone entered into an exclusive reseller agreement with DSIT Solutions Ltd., a global leader in underwater domain awareness and acoustic intelligence solutions.

On February 18, 2026, KeepZone entered into a non-exclusive reseller agreement with SeeTrue, Inc., or SeeTrue, a developer of AI-based automatic threat detection solutions for security screening, pursuant to which KeepZone was appointed as a non-exclusive reseller of SeeTrue’s threat detection solution in Mexico, with a focus on critical infrastructure, urban security, and military/defense segments.

On February 19, 2026, KeepZone entered into a distribution agreement with Assac Networks Ltd. or Assac, a provider of secure communication and cybersecurity solutions, pursuant to which KeepZone was appointed as a distributor for Assac’s products in Hungary and Greece.

On February 25, 2026, KeepZone entered into an exclusive reseller agreement with a leading aerospace defense technology developer, pursuant to which it was granted exclusive rights to resell the aerospace company’s advanced counter-unmanned aerial systems solutions in Mexico.

On February 26, 2026, KeepZone entered into a Channel Partner Agreement with SENSORZTECH Ltd., or Sensorz, an Israeli-based innovator in AI-native radio frequency spectrum intelligence technology, pursuant to which it was granted non-exclusive rights to promote, market and resell Sensorz’s SWORD AI Spectrum Intelligence Platform and related systems to approved customers in Mexico, subject to the terms and conditions of the agreement, including customer approval and acceptance of purchase orders.

On March 9, 2026, KeepZone entered into a channel partner agreement with TDCOMM Ltd., a provider of next-generation private LTE and 5G wireless network solutions.

On March 11, 2026, KeepZone entered into a reseller agreement with D-Fence Ltd., a leading Israeli supplier of Perimeter Intrusion Detection Systems, products and solutions.

On March 27, 2026, KeepZone entered into a non-exclusive agent agreement with Skyline Software Systems, Inc., or Skyline, a provider of 3D geospatial visualization software and services, pursuant to which KeepZone is authorized to market, sell, and distribute Skyline’s proprietary 3D geographic information system (“GIS”) and photogrammetry solutions to end users in designated territories in the Middle East, Europe and Latin America as agreed between the parties.

We did not generate any revenue from our HLS operations during the year ended December 31, 2025.

OurCustomers

Our customers for our e-commerce operations are primarily individual online consumers who purchase our products primarily on Amazon U.S., Amazon U.K. and Amazon EU marketplaces, which contributed to our increase in sales year over year. Our customers for our logistics center operations are primarily e-commerce companies. Our customers for our HLS operations are primarily integrators and HLS distributors in the target markets.

In each of 2025 and 2024, approximately 87% to 96% of our revenue was through or with Amazon sales platform.

Like any other e-commerce business, our Whoobli and KnifePlanet stores are affected by the high season shopping, which is from October through December. Our business model is to take into consideration this sales cycle and introduce new products right before high season.

OurCompetitive Strengths

We believe that our competitive strengths include:

●	Senior<br> and experienced management team;
●	Sophisticated<br> know-how regarding use of data analysis technology platforms;
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●	Strong<br> logistical capabilities, using sophisticated BI tools to optimize the supply chain management; and
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●	Procurement<br> of well targeted products.
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We believe that these strengths, as further described below, differentiate us from our competitors and provide us with numerous advantages:

●

Senior and experienced management team: We are led by Mr. Eliyahu Zamir, our Chief Executive Officer since August 1, 2025. Mr. Zamir has vast experience in corporate finance, public markets, mergers and acquisitions, or M&A, and strategic growth, having held key executive and board positions in both public and private companies across multiple sectors. His background includes leading equity financing offerings totaling over $150 million from institutional investors, advising companies through IPO and pre-IPO strategies, and executing complex merger transactions. He has also led financial and strategic initiatives in the renewable energy sector in Europe, further demonstrating his ability to scale companies in emerging and high-growth markets.

Mr. Naor Bergman, our Chief Operating Officer, is responsible for all operations and logistics of our business. Prior to joining the Company, Mr. Bergman established and led Amazon’s FBA logistics and warehousing department at Unicargo Global Logistic Ltd. and was part of the management team that transformed Unicargo into a leader in the field of outsourcing Amazon’s FBA warehousing.

In October 2022, we hired Mr. Ronen Zalayet as our Chief Financial Officer effective October 24, 2022. Mr. Zalayet has over 20 years of experience working in financial leadership positions in private and public companies, including growing fintech and technology companies. Mr. Zalayet holds a B.A. in Economics and Accounting and an MBA from Tel Aviv University, Israel, and is a certified public accountant in Israel.

Our HLS operations are led by Mr. Alon Dayan, the Chief Executive Officer of KeepZone since December 8, 2025. Mr. Dayan brings over 15 years of executive experience in the security, defense, and cyber-technology sectors, with a proven track record of founding and scaling innovative companies focused on systems integration, secure communications, and international business development. As Founder and CEO of L1-Systems Ltd. since 2014, Mr. Dayan has led complex projects in cyber solutions, intelligence systems, and telecommunications, forging strategic partnerships across Latin America, Eastern Europe, and Western Europe.

●	Strength of our brands: We believe the strength of our brands, quality of our services, user-friendliness of our website experience, focus<br> on our customers and efficacy of our marketing programs have enabled us to capture a significant share of the pest control products<br> market.

●	Strong logistical capabilities, supply chain management as an integral part of our business: Our logistical capabilities were formulated<br> prior to the establishment of our Company. We view the logistical aspect of our business as a primary factor in our success and we<br> work hard to achieve it. Every product opportunity that we encounter is handled with strong and efficient logistical tools and no<br> opportunity will be neglected due to lack of logistical capabilities or low profitability. In the U.K., Fort leases two warehouses<br> for the storage of its inventory, which streamlines its supply chain management. for faster turnaround times and enhanced efficiency<br> for inventory management and order fulfillment; and supports the expansion of Fort’s operations in the U.S. We plan to expand<br> Fort’s operations in the U.S. based upon the success of Fort in the U.K., with the logistics center in New Jersey operated<br> by Pure Logistics which we recently acquired.
●	Price advantage over most competitors: Close working relationships with our suppliers, our continued procurement, efficient supply<br> chain and punctual payments are the key reasons why we are able to offer our products with a price advantage over our competitors.
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Strong logistical capabilities, supply chain management as an integral part of our business: Our logistical capabilities were formulated prior to the establishment of our Company. We view the logistical aspect of our business as a primary factor in our success and we work hard to achieve it. Every product opportunity that we encounter is handled with strong and efficient logistical tools and no opportunity will be neglected due to lack of logistical capabilities or low profitability. In the U.K., Fort leases two warehouses for the storage of its inventory, which streamlines its supply chain management. for faster turnaround times and enhanced efficiency for inventory management and order fulfillment; and supports the expansion of Fort’s operations in the U.S. We plan to expand Fort’s operations in the U.S. based upon the success of Fort in the U.K., with the logistics center in New Jersey operated by Pure Logistics which we recently acquired.

●

Price advantage over most competitors: Close working relationships with our suppliers, our continued procurement, efficient supply chain and punctual payments are the key reasons why we are able to offer our products with a price advantage over our competitors.

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IndustryOverview and Market Opportunity

E-commerce

The global retail e-commerce market is expected to continue growing. According to analysis published by Statista, the global retail e-commerce market is estimated to reach $8.034 trillion in 2027. Revenues are expected to grow from 2023 to 2027 by 39%. According to this analysis, e-commerce continues to attract new consumers. Convenience is the key driver for shoppers around the world to order online, rather than visit a brick-and-mortar store. The global e-commerce growth forecast has two underlying developments. Most global markets are still in the process of increasing internet penetration and digitalization, meaning that the infrastructure required for e-commerce to flourish is still being built. At the same time, the most-developed e-commerce markets are currently profiting from the benefits of AI. New technologies and automation are making the customer journey and order fulfillment process more efficient, turning online retail into a well-oiled machine.

According to IMARC research report, the market is primarily driven by the rising internet penetration. Additionally, the adoption of smartphones and the Internet made it suitable for consumers to shop online, thus influencing the market growth. Moreover, mobile applications and user-friendly websites made the shopping experience seamless and accessible, allowing customers to browse, compare prices, and easily make purchases, thus representing another major growth-inducing factor.

Also, the COVID-19 pandemic accelerated the shift toward online shopping, accelerating the sales demand

We believe, this new normal created a huge opportunity for e-commerce players, such as Jeffs’ Brands, which has the capability to respond to the current demand and market trends.

Moreover, Amazon, which is the primary platform that our business is based on, continues to rise and grow. In 2025, Amazon’s global sales were $716.92 billion, a 12.3% increase year over year. Amazon’s sales, however, are not necessarily indicative of our current or future sales, as Amazon sells vast and varied quantities of products on its platforms, whereas we sell only a limited quantity of products on Amazon and are not otherwise affiliated with Amazon. While our sales represent a small fraction of the sales on Amazon, we believe that Amazon provides us with a unique opportunity to grow our sales.

According to Statista, most of Amazon’s revenue is generated through e-retail sales of different categories of products, followed by third-party seller revenues, retail and media subscriptions, and AWS cloud services. Amazon serves as a global platform for third-party sellers (3P), which are independent sellers using Amazon as an e-commerce site to offer their products. 3P sales account for roughly 60% of the total paid units on Amazon. Amazon also provides sellers with end-to-end logistics services. The FBA option includes order picking, packing, shipping, and handling and it is now used to distribute about half of the units sold on Amazon.

We believe that doing business in the online consumer product market requires a profound understating of material trends and factors impacting the market and this can only be done by analyzing massive amounts of data. Adopting new business models that are using high-end technologies for data analysis is considered by us as the only competitive way to succeed in this market. We see our data driven approach combined with our other capabilities and advantages as our strengths in succeeding in this market.

While online shoppers differ greatly depending on their respective regions around the world, there are general indicators that help with understanding basic digital consumer behavior. Leading marketplaces serve as a source of inspiration and the primary place to search for products online before the actual purchase.

Moreover, we are constantly rethinking our efficiency, logistics and fulfillment networks including investments in warehouses and delivery infrastructure.

Amazon’salgorithm is a crucial factor in the success of CPG companies, and we believe we have a profound understating of it

According to BCG, top-selling brands on Amazon, often differ significantly from top sellers in brick-and-mortar stores. We believe this highlights how distinct Amazon’s market is and how critical it is for CPG companies to understand how Amazon algorithms drive traffic.

We believe our way of analyzing and understanding the consumer trends, searches and preferences enable us to react in the most optimum way. We ensure the availability of the most desired products on the market and we leverage it from buying to selling the product. We are able to do that by analyzing the data and to react to the insights we generate of it in the fastest way possible to us.

Ourunique process

We believe in a 3-phase process of our business lifecycle:

Phase<br> I: Search and Identification	Our<br> sophisticated, know-how use of an advanced software, enables us to search and identify high value products. This analysis includes<br> product history, client trends, etc.
Phase<br> II: Acquisition of identified products	We<br> then quickly and efficiently acquire identified products using our strong logistical capacities.
Phase<br> III: Sell and Ship	We<br> then sell the most desired products to our consumers, maximizing our positioning for high profitability (with minimal marketing required,<br> offering the optimum price being both lucrative and competitive).

Below are recent examples of products that were identified by our process and offered to consumers, which contributed to our increase in sales year over year:

Product Name and Description	Illustration
The<br> Whoobli Store offers the Whoobli punching bag, adjustable stand and boxing gloves for children aged 3-8 years old.
The<br> KnifePlanet Store offers a complete premium stone knife-sharpening set, which includes flattening stone, bamboo base, and two nonslip<br> rubber bases.
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The<br> CC-Exquisite Store offers CC-exquisite professional steel-tip darts sets.
The<br> PetEvo Store offers car door protectors in sets of two that fit any vehicle and protects from pet scratches and is also waterproof.

HomelandSecurity

The global HLS market pertains to the safeguarding of nations, cities, and communities against a broad spectrum of threats and hazards, including, without limitation, terrorism, organized crime, cross-border threats, cyber-physical attacks, and the disruption of essential services. HLS expenditures are principally driven by the imperative to protect population centers, critical infrastructure (including energy, water, transportation, communications, and government facilities), and strategic borders and gateways (including airports, ports, and land crossings). These missions generally necessitate large-scale, multi-agency coordination and long-duration programs that integrate prevention, detection, response, and resilience capabilities.

Independent market research firms estimate the global HLS market to be in the hundreds of billions of dollars annually, with mid-single-digit growth expected through the decade. According to a report published by Grand View Research, 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 (representing a compound annual growth rate (CAGR) of approximately 5.8%).

Governments and operators of critical assets face increasing pressure to ensure the continuity of essential services and to maintain public confidence amid an increasingly complex and evolving risk environment. Demand for HLS solutions is often driven by a combination of factors, including the protection of cities and public venues, border and gateway security, critical infrastructure resilience, and the increasing convergence of cyber and physical threats. Collectively, these drivers support recurring investment in capabilities such as situational awareness, surveillance, screening, identity and access management, command-and-control, and emergency response coordination.

The HLS market is increasingly transitioning from stand-alone point solutions toward integrated, interoperable platforms capable of supporting multi-agency operations. Buyers increasingly prioritize systems that: (i) integrate with existing legacy systems, (ii) enable real-time information sharing, (iii) support scalable deployments, and (iv) deliver demonstrable and measurable operational outcomes (e.g., reduced response time, improved detection rates, and lower total cost of ownership).

Strategy

GrowthStrategy

The key elements of our growth strategy include:

●	High-end<br> search and identification of high value products and expansion into new markets and territories;
●	Introduction<br> of new products to our customers in various geographical markets;
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●	Effective<br> use of our competitive advantage - our know-how uses of software-based technology;
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●	Leverage<br> of our logistical capabilities and knowledge to reduce costs and increase purchasing power;
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●	The<br> establishment of strategic alliances; and
●	Continued<br> monetarization of our competitors to ensure we maintain our competitive differentiation and advantages.
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Our growth, as described above is expected to be generated by the expansion of our current platforms to new territories and by leveraging our logistical capabilities, after the acquisition of Pure Logistics.

IntellectualProperty

As of the date of this Annual Report, we own 12 trademarks: KnifePlanet, CC-Exquisite, Whoobli, PetEvo, Roshield, Entopest, Rempro, Birdgo, ProPest, Topperama, Dr Grögel and Seaheaven.

Competition

E-commerce

The consumer goods and e-commerce markets are a highly competitive environment. Our competitive landscape consists of various types of companies such as: traditional and non-traditional consumer good companies; discount stores; traditional retailers; independent retail stores; the online platforms of these traditional retail competitors; and e-commerce companies.

Among CPG companies, our competitors include: Thrasio Holdings, Inc.; Aterian, Inc. (Nasdaq: ATER); Amazon; Helen of Troy Ltd., Newell Brands (Nasdaq: NWL); Frigidaire Appliance Company; and Trademark Global Inc. Despite the seemingly harsh competitive landscape, we believe that our technology and experience enable us to successfully compete and achieve our financial goals.

Category	Companies
Main<br> competition	Thrasio<br> Holdings, Inc., Aterian, Inc. (Nasdaq: ATER)
Other<br> CPG competitors	Helen<br> of Troy Ltd., Newell Brands (Nasdaq: NWL), Frigidaire Appliance Company, Trademark Global Inc., and other CPG players who are operating<br> on Amazon

We believe that our competitive advantages include:

●	Senior<br> and experienced management team;
●	Strong<br> logistical capabilities;
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●	Skillful<br> use of sophisticated data analytics software;
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●	Fast<br> and proactive approach to changes in the market; and
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●	Well<br> targeted products which we believe reduces risk and costs.
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HomelandSecurity

The HLS market is a highly competitive environment, comprising of many commercial actors, including integrators, prime contractors, and technology developers. Among these, our competition includes the MER Group and Rayzone Group. KeepZone operates as an AI-driven integrator and distributor, focusing on delivering tailored, multi-vendor solutions by leveraging system integration, AI data, and flexibility. This approach allows us to bridge the gap between technology providers and large-scale project execution, offering agility, customization, and multi-vendor flexibility as key competitive advantages.

While the MER Group represents a traditional prime contractor model executing end-to-end national-scale projects, and Rayzone Group specializes in advanced cyber intelligence technology, KeepZone distinguishes itself as a flexible, technology-driven integrator. We combine best-in-class solutions and deliver them efficiently to customers, offering a differentiated alternative to both large contractors and pure technology vendors. However, our business model entails risks such as dependence on suppliers and limited proprietary intellectual property, with medium control over the value chain primarily through integration and customer interface.

Development

E-commerce

After executing our procurement process and owning new products and brands, we then invest in additional development of the procured products. Our development is focused on upgrading the existing products and/or adding additional value and features to them, such as additional colors or shapes, new design or version. Our developments remain within the product history ranking and overviews on Amazon, hence, the upgraded products are being promoted under the same brand and its positioning on Amazon.

HomelandSecurity

KeepZone does not develop or manufacture any products of its own, rather it integrates complementary technologies from its strategic partners and tailors such technologies to the specific operational requirements of each client. KeepZone’s technology strategy is based on a layered defense approach that integrates multiple security domains into a unified operational framework. These layers include perimeter detection, AI-based screening technologies, autonomous monitoring and command centers, aerial intelligence platforms, radio frequency spectrum monitoring, maritime and underwater surveillance, and cybersecurity protection.

Third-PartyManufacturing and Logistics

E-commerce

Our products are currently produced by third party manufacturers in China and the United Kingdom pursuant to manufacturing agreements. These agreements generally provide that the manufacturers will manufacture and deliver to us the relevant products in accordance with our orders and subject to our timely payment. The manufacturing services under such contracts are on a non-exclusive basis, provided, however, that the manufacturers are not allowed to manufacture or supply the manufactured product to any third party. The products manufactured thereby are subject to our successful completion of testing and assembly checks before shipment. We may terminate these contracts at any time with an advance notice. We have strong and long-term relationships with these manufacturers and we believe we have a safe and stable supply chain.

As of the date of this Annual Report, we use third party warehouses to fulfill direct-to-consumer orders, through agreements or terms of services.

As of the date of this Annual Report, we have warehousing and distribution agreements with three warehouses in the United States, one in Canada, two in the United Kingdom and one in Germany, which generally provide that the service provider will provide warehousing services at its warehousing facility and distribution services for our products. Through these third parties, we believe we can deliver products within two days of the order being placed on Amazon through ground shipment across approximately 95% of the U.S. market.

HomelandSecurity

KeepZone’s core strategy is predicated upon the establishment of strategic alliances with leading security and defense technology companies and the integration of their respective capabilities into unified, operational security architectures. As of the date of this Annual Report, KeepZone has established strategic relationships and collaboration agreements with the following defense companies:

●	Scanary<br> - AI-based radar screening systems for the detection of concealed weapons in high-traffic<br> environments.
●	Zorronet<br> Ltd. - autonomous, AI-driven security operations centers integrating sensors, drones, robotics,<br> and IoT technologies.
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●	RT<br> LTA Systems Ltd. - persistent aerial surveillance platforms utilizing aerostat-based technology.
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●	STI<br> Ltd. - advanced under-vehicle inspection and threat detection systems for secure facilities<br> and border crossings.
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●	Sensorztech<br> Ltd. – radio frequency spectrum intelligence and monitoring platforms.
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●	DSIT<br> Solutions Ltd. - underwater surveillance and maritime security technologies.
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●	Assac<br> Networks Ltd. - secure communications and cybersecurity solutions for defense and government<br> networks.
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●	SeeTrue<br> Inc. - AI-powered threat detection solutions for transportation hubs and large-scale international<br> events.
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●	Skyline<br> Software Systems, Inc. - 3D geospatial visualization software.
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Marketing,Distribution Methods and Sales

E-commerce

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. In addition, we expect to hire managers to handle our digital marketing and advertising efforts.

With respect to distribution, we see logistics as primary consideration and we prioritize creating an effective and efficient distribution channel. Every product opportunity that we encounter is handled with strong and efficient logistical tools and no opportunity will be left out due to lack of logistical capabilities or low profitability. Furthermore, we plan to own warehouses in the future in lieu of relying on Amazon or other third-party warehouses, which would improve our distribution channel.

Our sales phase, as further described above, is the third phase after a deep analysis is conducted by our software, identification and procurement process. Using the most advanced software provides us with all the data needed to launch and to operate our Amazon brands at the highest levels. We believe that this knowledge will bring significant competitive advantages for our products. Our spending and approach on advertising is aimed at being as low as possible given the resources we spent prior to the actual sale on selecting the different products depending on the life cycle of products on our platform.

We also use promotions to drive sales. From time to time, mainly when launching a new product, we use promotional pricing and marketing programs, including limited-duration seasonal promotions conducted through third-party e-commerce platforms such as Amazon, to increase product visibility, stimulate customer demand and manage inventory levels. These promotions may include pay-per-click (PPC), temporary price reductions, participation in platform-sponsored promotional events, and targeted marketing campaigns.

We evaluate the use of promotional pricing on a periodic basis and seek to balance the benefits of increased sales volume and market penetration against the potential impact on profitability. There can be no assurance that these promotional activities will result in sustained increases in demand, improved long-term customer retention or overall profitability.

HomelandSecurity

KeepZone targets markets with rapidly expanding HLS demand, including North America, Latin America, Europe, and the Middle East and prioritizes regions where governments and infrastructure operators are actively investing in advanced technologies to strengthen border security, protect strategic assets, and enhance public safety.

KeepZone presents itself to the market as a global security integrator with the capability to integrate complementary technologies and tailor these technologies to the specific operational requirements of each client. This model facilitates the expedited deployment of advanced security solutions for governments, defense organizations, border agencies, ports, airports, stadiums, energy facilities, and other operators of critical infrastructure worldwide.

Procurement cycles are typically multi-year, and adoption often occurs through a combination of national programs, municipal initiatives, and public-private partnerships—particularly when protecting privately operated but nationally critical assets (e.g., energy infrastructure, ports, logistics, telecom).

Selling HLS solutions internationally requires capabilities that go beyond product performance. Market access is shaped by trust, compliance,and long-term partnership alignment as much as by technology.

GovernmentRegulation and Product Approval

We do not anticipate any significant problems in obtaining future required licenses, permits or approvals that are necessary to expand our business.

Certain of our products are subject to comprehensive regulation regulatory agencies that relates to, among other things, product approvals, product registrations, manufacturing, import, export, distribution, marketing and promotion, labeling, recordkeeping, testing, quality, storage, product disposal and environmental compliance for the pest control industry. In addition, we are subject to additional laws relating to the processing of payments, consumer protection, the privacy of consumer information and other laws regarding unfair and deceptive trade practices.

We do not intend to seek regulatory approval for our poison-containing products directly. Instead, our business model is to work with local suppliers or manufacturers that already hold the required regulatory approvals for products that require such approvals, primarily poison products. In jurisdictions where applicable regulations classify certain products as poisons or otherwise subject to regulatory oversight, we expect that any required approvals, registrations, licenses, or permits will be obtained and maintained by its local suppliers or manufacturers rather than by ourselves. Under this model, we expect that our suppliers or manufacturers will be responsible for compliance with applicable regulatory requirements relating to the manufacture, formulation, labeling, registration, and permitted uses of such products in the relevant jurisdictions. Regulatory requirements applicable to such products may vary by jurisdiction and may change over time, and our ability to market or distribute its products may depend, in part, on the continued compliance of its suppliers or manufacturers with applicable laws and regulations.

The products sold by us in the U.S. are also subject to regulation in the United States by governmental agencies, including the U.S. Consumer Product Safety Commission, the Federal Trade Commission, United States Food and Drug Administration, and similar state and international regulatory authorities. We do not engage in the sale of illegal, unsafe, or other high-risk products that are restricted or strictly prohibited.

As necessary, our carriers impose additional restrictions on dangerous products. Our carriers require compliance with international air regulations, such as the International Air Transport Association (IATA) Dangerous Goods Regulations.

We are also subject to environmental laws, rules and regulations, including but not limited to California’s Proposition 65, Management of Hazardous Wastes Removed from Discarded Appliances and Lead Poisoning Prevention Act. We are subject to state and municipality regulations on plastic bag warning labels. Statements we make on labels, packages and advertisements are truthful, not deceptive or unfair, and evidence-based.

As required by applicable law, we list and register our products with the appropriate governmental authorities and obtain necessary authorizations and approvals therefrom. We require that our foreign and domestic facilities engaged in manufacturing, processing, packing, or warehousing submit additional registration information, such as good manufacturing practice (GMP) and other related quality management requirements. We request certificates and clearances as proof of compliance with the existing laws and regulations. We also declare, certify and conduct testing in reputable or accredited testing laboratories. For some products, we set out written warranties in compliance with the mandatory requirements of the Magnuson-Moss Warranty Act.

We are also subject to regulations relating to our supply chain. For example, the California Transparency in Supply Chains Act requires retail sellers that do business in California to disclose their efforts to eradicate slavery and human trafficking in their supply chains. As part of our vendor qualification process, we review supplier’s operations with respect to compliance with applicable labor and workplace standards and other applicable laws, including laws prohibiting child labor, forced labor and unsafe working conditions.

Although we have not suffered any material restriction from doing business in the past due to government regulation, legal issues with potential implications may arise in the future as we expand our business.

From time to time, we dispose of obsolete inventory, which is disposed of or destroyed in compliance with applicable laws and regulations, such as extended producer responsibility (EPR) or product stewardship legislation.

Regulations Relating to Environmental Protection

Compliance with local environmental regulations is crucial in the pest control industry, as products must meet specific standards to ensure safety and minimize ecological impact. While the capital or competitive impact of these regulations is typically minimal, the rejection of a product in a new jurisdiction or changes in environmental regulations within existing markets could significantly affect growth and competitive positioning. Strict regulations or delays in product approval could hinder market expansion, while regulatory changes may require costly product modifications or adaptations, impacting profitability and time-to-market. Therefore, staying informed and compliant with evolving environmental standards is essential for us to maintain its competitiveness and ensure sustainable growth.

Europe

The pest control products sold by Fort are subject to local environmental regulations, mainly with respect to pest control products containing poisons which require licenses in each individual country of sale. As such, we Fort sell its products using local licensed poison suppliers in each country. If Fort is unable to engage a licensed supplier of the active ingredient in our pest control products in a country in which it wishes to sell its poison products, Fort will not be able to sell its pest control products there.

Registration,Evaluation and Authorization of Chemicals

The European Union has enacted a regulatory framework for the Registration, Evaluation and Authorization of Chemicals, or REACH, which aims to manage chemical safety risks. REACH established a European Chemicals Agency in Helsinki, Finland, which is responsible for evaluating data to determine hazards and risks and to manage this program for authorizing chemicals for sale and distribution in Europe. We met all REACH registration requirements. To help manage this program, we have been simplifying our product lines and working with chemical suppliers to comply with registration requirements.

BiocidalProducts Regulation

The European Union’s Biocidal Products Regulation (EU) No 528/2012, or EU BPR, requires that biocidal product to be authorized by the European Chemicals Agency before it can be marketed or used in the European Union.

UnitedKingdom

In the United Kingdom, biocidal products are regulated under the U.K.’s Biocidal Products Regulation, or UK BPR, managed by the Health and Safety Executive (HSE), and such products be authorized before they can be marketed or used in the United Kingdom. All active substances and biocidal products must be separately approved or authorized under the UK BPR. Labels must comply with U.K. classification, labelling and packaging of chemicals regulations and be in English, and companies must follow distinct procedures for marketing in Great Britain versus Northern Ireland, which still follows the EU BPR.

France

In France, biocidal products must be authorized under the EU BPR and notified or approved by ANSES (the French regulatory authority) before being placed on the market. Product labels and safety data sheets must be in French and include country-specific warnings or use instructions. Some products may be restricted to professional use only, and France often imposes stricter environmental and public health requirements than the EU baseline.

Germany

In Germany, biocidal products are regulated under the EU BPR and must also be notified to the Federal Institute for Occupational Safety and Health (BAuA) before being marketed in Germany. Labels and safety data sheets must be in German, and additional environmental risk assessments may be required by the Federal Environment Agency (UBA), especially for products like rodenticides. Local state authorities oversee enforcement, including market surveillance and inspections.

China

China has adopted extensive environmental laws and regulations with national and local standards for emissions control, discharge of wastewater and storage and transportation, treatment and disposal of waste materials. At the national level, the relevant environmental protection laws and regulations include the Chinese Environmental Protection Law, the Chinese Law on the Prevention and Control of Air Pollution, the Chinese Law on the Prevention and Control of Water Pollution, the Chinese Law on the Promotion of Clean Production, the Chinese Law on the Prevention and Control of Noise Pollution, the Chinese Law on the Prevention and Control of Solid Waste Pollution, the Chinese Recycling Economy Promotion Law, the Chinese Law on Environmental Impact Assessment, the Administrative Regulations on the Levy and Use of Discharge Fees and the Measures for the Administration of the Charging Rates for Pollutant Discharge Fees. In recent years, the Chinese Government has introduced a series of new policies designed to generally promote the protection of the environment. For instance, on November 10, 2016, the General Office of the State Council has released the Implementing Plan for the Permit System for Controlling the Discharge of Pollutants, or the Plan. The Plan proposes the need of instituting a system for enterprises and public institutions to control their respective total amount of pollutants discharged, which shall be connected with the environmental impact assessment system organically. The Plan also stipulates that it is necessary to regulate the orderly issuance of pollutant discharge permits, to make a name list to manage the permission of pollutant discharge, to promote the administration of such permission system per industry and to impose severer administration and control over enterprises and public institutions located at such places where environment quality fails to reach relevant standards. Furthermore, the Plan requires that a national pollutant discharge permit management information platform shall be established by 2017 to strengthen the information disclosure and social supervision.

UnitedStates

Some chemicals pose perceived or real risks to the environment and human health. We require our products that contain chemicals regulated by the EPA to comply with certification reporting and other requirements of imposed by the EPA. Products with emission standards for formaldehyde from wood products are compliant with EPA and California Air Resources Board (CARB).

Moreover, on March 2021, we received an update from Amazon regarding a new EPA regulation. Following the new EPA regulation, Amazon categorized one of our products as a pesticide product. Amazon requires that pesticide products be filed with evidence of an EPA registration number and/or EPA establishment number or certification that the product is exempt from EPA regulation, otherwise the existing listing (of the product) may be subject to removal. The revenue from the sale of these products is immaterial to the Company and the Company does not currently expect to continue to sell such products on Amazon unless they can be sold absent these restrictions and will instead look to sell such products outside of Amazon.

We do not estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future.

Foreign Exchange Regulation

The Foreign Exchange Administration Regulations, most recently amended in August 2008, are the principal regulations governing foreign currency exchange in China. Under the Chinese foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. In contrast, approval from or registration with appropriate government authorities is required when Chinese Renminbi, or RMB, is converted into a foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends and simplifies the foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not previously possible. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by the SAFE or its local branches over direct investment by foreign investors in China will be conducted by way of registration, and banks must process foreign exchange business relating to the direct investment in China based on the registration information provided by SAFE and its branches.

Under the Circular of the SAFE on Further Improving and Adjusting the Policies for Foreign Exchange Administration under Capital Accounts promulgated by the SAFE on January 10, 2014, and effective from February 10, 2014, administration over the outflow of the profits by domestic institutions has been further simplified. In principle, a bank is no longer required to examine transaction documents when handling the outflow of profits of no more than the equivalent of $50,000 by a domestic institution. When handling the outflow of profits exceeding the equivalent of $50,000, the bank, in principle, is no longer required to examine the financial audit report and capital verification report of the domestic institution, provided that it must examine, according to the principle of transaction authenticity, the profit distribution resolution of the board of directors (or the profit distribution resolution of the partners) relating to this profit outflow and the original copy of its tax record-filing form. After each profit outflow, the bank must affix its seal to and endorsements on the original copy of the relevant tax record-filing form to indicate the actual amount of the profit outflow and the date of the outflow.

On March 30, 2015, SAFE promulgated the Circular on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015. According to SAFE Circular 19, the foreign exchange capital of foreign-invested enterprises may be settled on a discretionary basis, meaning that the foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on the actual operational needs of the foreign-invested enterprise. The proportion of such discretionary settlement is temporarily determined as 100%. The RMB converted from the foreign exchange capital will be kept in a designated account, and if a foreign-invested enterprise needs to make further payment from such account, it still must provide supporting documents and go through the review process with the banks.

Furthermore, SAFE Circular 19 stipulates that the use of capital by foreign-invested enterprises must adhere to the principles of authenticity and self-use within the business scope of enterprises. The capital of a foreign-invested enterprise and capital in RMB obtained by the foreign-invested enterprise from foreign exchange settlement must not be used for the following purposes:

(1)	directly<br> or indirectly used for the payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations;
(2)	directly<br> or indirectly used for investment in securities, unless otherwise provided by relevant laws and regulations;
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(3)	directly<br> or indirectly used for granting the entrusted loans in RMB, unless permitted by the scope of business, repaying the inter-enterprise<br> borrowing (including advances by the third party), or repaying the bank loans in RMB that have been sub-lent to the third party;<br> and/or
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(4)	paying<br> the expenses related to the purchase of real estate that is not for self-use, except for the foreign-invested real estate enterprises.
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On June 9, 2016, SAFE issued the Notice to Reform and Regulate the Administration Policies of Foreign Exchange Capital Settlement to further reform foreign exchange capital settlement nationwide.

Regulations Relating to Homeland Security Operations

We may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of the products that KeepZone delivers, and its technology, operations and markets.

KeepZone’s operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the FCPA, export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, the State Department’s Directorate of Defense Trade Controls, or DDTC, and the Bureau of Industry and Security, or BIS, of the Department of Commerce. As a result of doing business in foreign countries and with foreign customers, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations

The marketing and export of homeland and defense related equipment, services, ‘know-how’ are subject to the DECA regulations under Israeli Trade Control Laws, which impact our operations, for example by limiting our ability to sell, export, or otherwise transfer products or technology, or to release controlled technology to non-Israeli companies.

In the U.S., these laws include the International Traffic in Arms Regulations, or ITAR, administered by the DDTC, the Export Administration Regulations, or EAR, administered by the BIS and trade sanctions against embargoed countries and destinations administered by OFAC and collectively, American Trade Control Laws. The EAR governs products, parts, technology and software which present military or weapons proliferation concerns, so-called “dual use” items, and ITAR governs military items listed on the United States Munitions List, or USML. Prior to shipping certain items, we must obtain an export license or verify that license exemptions are available. Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on our ability to export our products and repeated failures could carry more significant penalties.

We may not be able to retain licenses and other authorizations required under the applicable American Trade Control Laws and Israeli Trade Control Laws. The failure to satisfy the requirements under such laws, including the failure or inability to obtain necessary licenses or qualify for license exceptions, could delay or prevent the development, production, export, import, and/or in-country transfer of the products and technology that we deliver, which could adversely affect our revenues and profitability.

Regulations Relating to Data Privacy and Security

Regulations, legislation or self-regulation relating to privacy, data collection and protection, e-commerce and internet advertising (including, behavioral advertising) and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance. Our ability to either collect or use data could be restricted by new laws or regulations.

For example, we collect, use, maintain and otherwise process certain data about consumers of our products, partners, candidates and employees, consultants, and leads. Our ability to collect, use, maintain or otherwise process personal data has been, and could be further, restricted by existing and new laws and regulations relating to privacy and data collection and protection. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

If we were found in violation of any applicable laws or regulations relating to privacy, data protection, or security, in any jurisdiction, including in jurisdictions where we operate remotely (such as by selling to shoppers residing in such jurisdictions), our business may be materially and adversely affected and we would be liable for any damages and regulatory fines and would likely have to change our business practices. In addition, these laws and regulations could impose significant costs on us and could constrain our ability to use and process data in manners that may be commercially desirable.

While it is generally the laws of the jurisdiction in which a business is located that apply, there is a risk that data protection regulators of other countries may seek jurisdiction over our remote activities in locations in which we process data or serve shoppers but do not have an operating entity. Where the local data protection and privacy laws of a jurisdiction apply, we may be required to register our operations in that jurisdiction or make changes to our business so that shopper data is only collected and processed in accordance with applicable local law. In addition, because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their privacy and data protection laws, including jurisdictions where we have no local entity, employees or infrastructure. In such cases, we may require additional legal review and resources to ensure compliance with any applicable privacy or data protection laws and regulations. In addition, in many jurisdictions there may in the future be new legislation that may affect our business and require additional legal review.

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, in the European Economic Area, or the EEA, we are subject to the GDPR, which imposes stringent operational requirements regarding, among others, data use, sharing and processing, data breach notifications, data subject rights, documentation, and cross-border data transfers for EEA entities as well as non-EEA entities that offer goods or services to, or monitor, individuals in the EEA. Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for especially severe violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).

In addition to the GDPR, we are subject to the United Kingdom’s Data Protection Act of 2018, or the U.K. GDPR, that imposes obligations and penalties similar to the GDPR including fines up to the greater of £17.5 million or 4% of global turnover. EEA and U.K. privacy laws are constantly developing, including through case law and regulatory guidance, which increases our compliance costs and regulatory exposure.

In the EEA and the U.K. under national laws, derived from the Directive 2002/58 on Privacy and Electronic Communications, or the ePrivacy Directive, informed and freely given consent is required for the placement of cookies and similar technologies on shoppers’ devices, website users and imposes restrictions on electronic marketing, subject to some exemptions. The GDPR and U.K. regime also impose conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents. Recent European court and regulatory decisions are driving increased attention to cookies and tracking technologies, which could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. The European Commission’s Digital Omnibus Proposal, published in November 2025, includes proposed amendments to certain EU laws and regulations, including (among others) the GDPR. However, the proposal remains at an early stage of the EU legislative process.

Additionally, we are or may soon be subject to several U.S. state privacy laws including the CCPA, as amended by the California Privacy Rights Act, which came into effect on January 1, 2020 and, imposes heightened transparency obligations, adds restrictions on the “sale” or “share” of personal information (which it defines broadly), and creates new data privacy rights for California residents and carries significant enforcement penalties for non-compliance. The California Attorney General enforces the CCPA and can seek an injunction and civil penalties up to $7,500 per intentional violation and $2,500 per other violation. The CCPA also provides California consumers a private right of action for certain data breaches where they can recover up to $750 per incident, per consumer or actual damages, whichever is greater, and which is expected to increase data breach litigation. The CCPA may require us to modify our data practices and policies and to incur substantial costs and expenses in order to comply. Additional U.S. states have implemented, or are in the process of implementing, similar new laws or regulation. Non-compliance with state privacy laws could result in regulatory investigations and enforcement actions, private litigation (including class actions), significant fines and remediation costs, operational restrictions, and reputational harm. Further, laws in all 50 states require companies to provide notice to consumers whose personal information has been disclosed or subject to unauthorized access as a result of a data breach, in certain circumstances. More generally, some observers have noted the trend toward more stringent privacy legislation and judicial action in the US, including similar laws and decisions in other U.S. states and a potential federal privacy law, all of which could increase our potential liability and adversely affect our business.

In addition, we are also subject to the PPL), and its regulations, including but not limited to the Israeli Privacy Protection Regulations (Data Security) 2017 (“Data Security Regulations”), as well as the guidelines issued by the Israeli Privacy Protection Authority, or the PPA, which impose obligations with respect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured. Furthermore, , the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 may, in certain cases, provide additional rights to data subjects from the EEA whose personal data is stored in databases located in Israel, or whose personal data is stored together with such data. In this respect, the PPL and its Regulations including the Data Security Regulations may require us to adjust our data protection and data security practices, information security measures, certain organizational procedures, mandatory positions (such as an information security manager) and other technical and organizational security measures.

Additionally, the Privacy Protection Regulations (Transfer of Data to Databases Outside the State Borders), 5761-2001, or the Cross-Border Transfer Regulations, restrict and impose conditions on the transfer of personal information from databases in Israel to locations outside Israel. These regulations may require us to implement additional contractual, technical, and organizational measures to enable such transfers and maintain compliance, which could increase our costs.

In addition, our use of AI tools in connection with the processing of personal information is subject to the PPL and may present unique privacy and information security challenges. We conduct ongoing compliance assessments and apply legal, technical, and operational controls designed to help ensure that our use of AI remains compliant with applicable laws and regulatory expectations.

Furthermore, a material amendment to the PPL was approved by the Israeli Parliament on August 5, 2024, which became effective on August 14, 2025 or Amendment 13. Amendment 13 expands enforcement powers for the PPA, , including investigation authority and increases the monetary sanctions that can be imposed for breach of the PPL and its regulations, which are significantly higher than those previously available. It also introduces additional obligations on organizations processing personal data. We conduct ongoing compliance assessments and work to implement the measures required to address applicable requirements. The consequences of implementing the requirements under Amendment 13 may lead to substantial costs, require significant system changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. In addition, to the extent that any administrative supervision procedure is initiated by the PPA that reveals certain irregularities with respect to our compliance with the Israeli Privacy Law, in addition to our exposure to administrative fines, civil claims (including class actions) and in certain cases criminal liability, we may also need to take certain remedial actions to rectify such irregularities, which may increase our costs.

Failure to comply with the PPL, its regulations and guidelines issued by the PPA (including in connection with our AI-enabled solutions), may expose us to enforcement actions, administrative fines and penalties (which, in some cases, may reach millions of NIS), litigation (including class actions) and in certain cases criminal liability.

We rely on information technology systems to operate and manage our business and to process, maintain, and safeguard information, including information related to our users, clients, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers. These systems, whether operated internally or externally, may be subject to breaches, failures, or disruptions as a result of, among other things, cyber-attacks, computer viruses, physical security breaches, natural disasters, accidents, power disruptions, telecommunications failures, new system implementations, or acts of terrorism or war. In the current environment, there are numerous and evolving risks to cybersecurity, data and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological errors. High-profile security breaches at other companies and in government agencies have increased in frequency and sophistication in recent years. Moreover, geopolitical tensions, particularly the Hamas-Israel and the Russia-Ukraine conflicts, have contributed to a surge in cyber-attacks targeting Israeli companies and products globally, posing a threat to critical infrastructure.

Any failure or perceived failure by our subsidiaries or by us to comply with our posted privacy policies, cookies policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our e-commerce platforms and websites. Further, public scrutiny of, or complaints about, technology and e-commerce platform companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology and e-commerce platform companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

In the United States and internationally, AI is the subject of evolving review by various governmental and regulatory agencies, including the SEC and the FTC, and changes in laws, rules, directives and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI. For example, on May 17, 2024, Colorado enacted the Colorado AI Act. The Colorado AI Act creates duties for developers and for those that deploy AI. There is a specific focus on bias and discrimination. The Act will go into effect on June 30, 2026. Furthermore, in March 2024 Utah enacted the Artificial Intelligence Policy Act, which imposes certain disclosure obligations and consumer protection responsibilities on companies that use generative AI. Additionally in September 2024, California enacted the California AI Transparency Act, which imposes transparency obligations on companies that develop or substantially modify AI models and In June 2025 Texas enacted the Texas Responsible Artificial Intelligence Governance Act which establishes a comprehensive legal framework for AI development, deployment, and oversight.

In Europe, the EU AI Act entered into force on February 2, 2025, with different provisions becoming gradually applicable on different dates. While the majority of its obligations are expected to take effect by 2026, provisions regulating prohibited AI practices and AI literacy came into effect on February 2, 2025, and provisions pertaining to general purpose AI models on 2 August 2025. The EU AI Act includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy and general-purpose AI models. Furthermore, it includes fines of the higher of €35,000,000 or up to 7 percent of a company’s total worldwide annual turnover for non-compliance with prohibited AI practices, or the higher of €7,500,000 or up to 1 percent of a company’s total worldwide annual turnover for the supply of incorrect, incomplete, or misleading information to notified bodies and national competent authorities in certain contexts. In addition, the revised EU Product Liability Directive came into force in December 2024, to be implemented into EU member state national law by December 2026. This Directive extends the EU’s existing product liability regime to include, among other, AI systems and facilitates civil claims in respect of harm caused by AI systems. The cost of complying with such laws or regulations could be significant and could increase our operating expenses, require technical changes, development and implementations, which could adversely affect our business, financial condition and results of operations. The European Commission’s Digital Omnibus Proposal, published in November 2025, includes proposed amendments to certain EU laws and regulations, including (among others) the EU AI Act. However, the proposal remains at an early stage of the EU legislative process.

RecentDevelopments

CorporateRebranding

On December 23, 2025, we announced the planned Corporate Rebranding to reflect our intended strategic focus on HLS and advanced technologies. 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, on December 4, 2025. On December 8, 2025, our Board of Directors appointed Alon Dayan to serve as the Chief Executive Officer of KeepZone. Effective as of March 26, 2026, we changed the Company’s name to “Nexera Technologies Ltd.

PlantifyTermination Agreement

On November 6, 2025, we entered into a termination agreement, or the Termination Agreement, with Plantify Foods, Inc. and Smart Repair, pursuant to which the parties agreed to terminate the share purchase agreement entered into among the parties on April 30, 2025, as amended on July 31, 2025, or the Plantify Purchase Agreement. Pursuant to the Termination Agreement, each party also agreed to release each other party from any further liabilities or obligations under the Plantify Purchase Agreement, other than the confidentiality obligations expressly stated to survive its termination.

CryptoTreasury Management

On August 4, 2025, we announced our plan to implement a crypto treasury management strategic plan, or the Treasury Program, to focus on optimizing yields from five leading cryptocurrencies, including Bitcoin and stable coins, leveraging advanced AI technology to enhance returns.

The Treasury Program is managed by Quantum Crypto Assets Treasury Management Ltd., or Quantum Crypto, an affiliate of Tectona Ltd., or Tectona, an Israeli public crypto company.

Pursuant to an agreement entered into on August 4, 2025, as amended, between the Company and Quantum Crypto, or the Quantum Crypto Agreement, Quantum Crypto provides crypto treasury management services to us, including the required infrastructure for the proposed activity and facilitating speculative trading and staking services. All activities under the Quantum Crypto Agreement are subject to our review and approval, and we retain full ownership of our digital assets and private keys.

As consideration for its services under the Quantum Crypto Agreement, Quantum Crypto received a one-time setup fee of $25,000, and is entitled to receive a monthly fee equal to 0.125% of the monthly average daily balance of the Company’s crypto assets managed by Quantum Crypto, and a performance-based fee of 20% of the gross revenues of the Company from staking. In addition, as part of the consideration, the Company issued to Tectona, 13,809 Ordinary Shares and to the Chief Financial Officer of L.I.A. Pure Capital Ltd., a shareholder of Quantum Crypto, 13,809 Ordinary Shares.

As of the date of this Annual Report, we have not engaged in any activities under the Quantum Crypto Agreement and have not generated any revenues from the Treasury Program.

Appointmentof Chief Executive Officer

On July 21, 2025, our Board of Directors approved the appointment of Mr. Eliyahu Zamir as our Chief Executive Officer, effective as of August 1, 2025. Mr. Zamir replaced Mr. Viki Hakmon, who resigned from his position as our Chief Executive Officer, effective as of July 31, 2025. On July 21, 2025, Mr. Hakmon also resigned from his position as a director on the Board, effective immediately.

Mr. Hakmon’s resignation did not result from any disagreements with the Company or the Board of Directors, and he continues to support the Company as a consultant to Fort.

On July 21, 2025, we entered into a consulting agreement with Mr. Eliyahu Zamir in connection with the services he will provide as our Chief Executive Officer. We expect to enter into our standard form of indemnification agreement with Mr. Zamir on the same terms as the indemnification agreements previously entered into between us and each of our directors and executive officers.

PureLogistics Acquisition

On March 10, 2025, we entered into a purchase agreement, or the Pure Logistics Purchase Agreement, with Smart Repair Pro, Pure Logistics, and the current holders of the issued and outstanding equity interests of Pure Logistics, L.I.A. Pure Capital Ltd., Eliyahu Yoresh and Tal Yoresh, or the Sellers, pursuant to which, on March 18, 2025, the Sellers sold to Smart Repair all of the issued and outstanding equity interests of Pure Logistics, in consideration for a base payment of $2,100,000, which was paid at the closing, $247,000 as payment for the deposit on Pure Logistics’ lease agreement, and a deferred payment of $500,000, or the Deferred Payment.

The Deferred Payment was made through issuance of promissory notes, or the March 2025 Promissory Notes, in the aggregate principal amount of $500,000, bearing an annual interest rate of 9%, at the closing and to be repaid by Smart Repair Pro in ten monthly installments of $50,000 each, pro-rated to each Seller’s percentage of ownership in Pure Logistics, starting after the sixth month anniversary of the date of the closing.

As security for the full repayment of the outstanding amounts under the March 2025 Promissory Notes, at the closing, we issued to the Sellers warrants to purchase Ordinary Shares, or the March 2025 Warrants. The March 2025 Warrants had an exercise price of $5.10 per share and were only to become exercisable upon the occurrence of an Event of Default (as defined in the March 2025 Promissory Notes). On July 1, 2025, we paid the Sellers the outstanding amounts due under the March 2025 Promissory Notes in the aggregate amount of $512,945 and, as a result, the March 2025 Warrants expired.

FortPurchase Agreement

On February 6, 2025, we entered into the Fort Purchase Agreement, with Fort Technology (formerly Impact Acquisitions Corp) pursuant to which, on the terms and subject to the conditions of the agreement, Fort Products became a wholly owned subsidiary of Fort Technology and we received a controlling equity interest in Fort Technology.

At the closing of the Fort Transaction on July 7, 2025, we sold to Fort Technology all of the issued and outstanding shares of Fort Products in consideration for 7,142,857 common shares of Fort Technology and up to an additional 4,714,287 common shares of Fort Technology, contingent upon the achievement of certain pre-determined milestones, each at a deemed price per share of CAD 2.397444, representing a post-closing equity interest in Fort Technology of 75.02% (or up to 83.29% in the event of the full achievement of the milestones).

On December 24, 2025, we entered into a debt settlement agreement with Fort Technology pursuant to which Fort Technology issued to us 1,700,801 common shares, at a price per share equal to CAD 1.98 (approximately US $1.44), in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of CAD 3,367,587 (approximately US $2,462,767). The debt was originally incurred by Fort and Fort Products LLC, pursuant to a service agreement entered into between the Company and Fort, and was subsequently assigned by Fort to Fort Technology.

On December 18, 2025, we entered into a share transfer agreement with institutional investors, pursuant to which, at the closing on February 23, 2026, we sold and transferred to the investors 714,286 common shares of Fort Technology, in consideration for a purchase price of CAD 928,571. The transferred shares represent approximately 8.1% of our holdings in Fort Technology and approximately 6.3% of Fort Technology’s outstanding shares. Following the completion of the sale, we hold approximately a 71.55% equity stake in Fort Technology, maintaining our controlling interest*.*

On December 31, 2025, we announced that the board of directors of Fort Technology approved a strategic initiative to pursue an uplisting of Fort Technology’s common shares on the Nasdaq Capital Market. There is no assurance that the uplisting will be completed, or as to the timing of any such uplisting.

C.Organizational Structure

Our organizational chart as of the date of this Annual Report is as follows:

D.Property, Plant and Equipment

Our principal executive offices are located at 7 Mezada Street, Bnei Brak, Israel 5126112, and our telephone number is +972.3.7713520. This facility comprises approximately 257 square meters, or 2,766 square feet of space. Our current lease, which we entered into on September 16, 2022, expires on September 30, 2027, following our exercise of an option to renew the lease for additional two years. Our monthly rent payment as of December 31, 2025, was approximately NIS 19,700 (approximately $6,350). We consider our current office space sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.

Pure Logistics operates an approximately 53,000 square foot logistics center equipped with 12 loading docks in New Jersey, which it leases under a sub-lease agreement, with a term expiring on November 30, 2029. The monthly payment as of December 31, 2025 was approximately $66,865.

Fort leases two warehouse facilities in the U.K. The first warehouse is approximately 4,667 square feet. The original lease agreement expired on February 23, 2025, but Fort continues to occupy the premises by mutual agreement with the leasers, until a new negotiated agreement is signed. On January 28, 2026, we entered into a new lease agreement, and annual rent as of the date of this Annual Report is £44,000 (approximately $59,500). The second warehouse is approximately 10,638 square feet, which Fort leases under a lease agreement effective as July 1, 2024, for a fixed five-year term with no early termination option. The annual rent as of December 31, 2025 was £52,000 (approximately $70,400).

We believe that all of our facilities are adequate for our current operations and provide sufficient capacity to support our anticipated growth in the foreseeable future.

We have contracts with third party warehouses in one location in the United States, two locations in the United Kingdom, one location in Italy and one location in Germany. These facilities are used for storage of the products prior to the shipment of such products to Amazon’s warehouses, based on availability.

ITEM

4A. UNRESOLVED STAFF COMMENTS

None.

ITEM

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.Operating Results

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our financialstatements and the related notes included elsewhere in this Annual Report. The discussion below contains forward-looking statements thatare based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differmaterially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identifiedin “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this Annual Report.Our discussion and analysis of our operating results for the years ended December 31, 2023 and December 31, 2024 can be found in ourAnnual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 31, 2025.

Overview

On December 23, 2025, we announced a planned corporate rebranding to reflect our intended strategic focus on HLS and advanced technologies. 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, an Israeli deep-tech developer of 3D imaging, electromagnetic, and AI-powered threat detection systems, on December 4, 2025. 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, Smart Repair Pro, Top Rank Ltd., Fort, KeepZone, Fort Products LLC and Pure Logistics. We also hold, through our subsidiary, KeepZone, a minority interest in SciSparc Nutraceuticals, to whom we provide a variety of professional and business support services.

Comparisonof the Results for the Year Ended December 31, 2025 and 2024

Resultsof Operations

	Year Ended December 31,
U.S. dollars in thousands	2025			2024
Revenues
Product revenue		14,412			13,688
Service revenue		2,418			-
Total revenues		16,830			13,688
Cost of Revenue
Product		12,955			12,119
Service		2,099			-
Total cost of revenues		15,054			12,119
Gross Profit		1,776			1,569
Sales and marketing		1,757			1,302
General and administrative		7,411			5,405
Equity losses		239			1,186
Other income		210			(120	)
Operating loss		(7,841	)		(6,204	)
Financial expense (income), net		(3,058	)		1,290
Loss before taxes		(4,783	)		(7,494	)
Tax (benefit) expense		(736	)		310
Net loss		(4,047	)		(7,804	)
Net loss attributable to noncontrolling interests		(370	)
Net loss attributable to Nexera Technologies Ltd. Shareholders		(3,677	)		(7,804	)

Revenues

Our revenues consist mainly of revenue derived from sales on Amazon. The following table discloses the breakdown of our revenues, cost of sales and gross profit for the periods set forth below:

	Year<br> Ended December 31,
U.S.<br> dollars in thousands	2025		2024
Revenues
Product revenue		14,412		13,688
Service revenue		2,418		-
Total revenues		16,830		13,688
Cost of revenues
Product		12,955		12,119
Service		2,099
Cost of Revenue		15,054		12,119
Gross profit		1,776		1,569

Our Total revenues for the year ended December 31, 2025, were $16,342 compared to $13,688 for the year ended December 31, 2024, an increase of $2,654 or 19.3%. Product revenue growth was primarily attributable to strong performance from Fort in the U.K. and in Europe (particularly France), which more than offset a decline in product revenue at Smart Repair Pro. Service revenue in 2025 reflects revenues generated by Pure Logistics provided to third-party customers following the acquisition. ****

Costof revenue

Our cost of revenue consist mainly of the purchase of finished goods, freight, storage, cost of commissions to Amazon, change in inventory, salaries and lease agreements.

Productcost of revenue

The following table discloses the breakdown of products cost of revenues for the periods set forth below:

	Year<br> Ended December 31,
U.S.<br> dollars in thousands	2025			2024
Purchases of finished goods	$	4,636			6,030
Freight	$	1,067			619
Storage	$	292			496
Salary	$	298			210
Packing Supplies	$	78			83
Depreciation and Amortization	$	25			-
Cost of commissions	$	7,095			6,348
Decrease in inventory	$	(439	)		(1,666	)
Total	$	12,955			12,119

Freight and storage expenses for the year ended December 31, 2025, amounted $1,359, compared to $1,115 for the year ended December 31, 2024, an increase of $244 or 22%. The increase is mainly due to shipping and duty costs of goods purchased from China to Europe and to the United states and internal shipping of goods to Amazon warehouses in the UK, Europe and the United States.

Cost of commissions for the year ended December 31, 2025, amounted $7,095, compared to $6,348 for the year ended December 31, 2024, **** an increase of $747 or 12%. The increase is mainly attributable to the increase in revenues and sales on Amazon stores in Europe which charges higher fees rates than Amazon U.K. and Amazon U.S.

Purchases and change of inventory of finished goods for the year ended December 31, 2025, amounted $4,197, compared to $4,364 for the year ended December 31, 2024, **** a decrease of $167 or 4%.

Servicecost of revenue

The following table discloses the breakdown of service cost of revenues for:

	Year Ended December 31,
U.S. dollars in thousands	2025		2024
Freight	$	97		-
Leases	$	653		-
Salary	$	728		-
Subcontractors	$	621		-
Total	$	2,099		-

Cost of service for the year ended December 31, 2025, amounted $2,099, mainly consist of salary, lease of warehouse and payment to subcontractors, compared to $0 for the year ended December 31, 2024, reflecting the acquisition of Pure Logistics in 2025 and the addition of warehousing and distribution operations.

GrossProfit

Our gross profit for the year ended December 31, 2025, was $1,776, compared to gross profit of $1,569 for the year ended December 31, 2024, an increase of $207, or 13%. The increase is mainly attributable to the increase in revenue and gross profit as well as profitability of Fort, Smart Repair Pro and Pure Logistics.

OperatingExpenses

Our current operating expenses consist of four components - marketing and sales expenses and general, administrative expenses, equity losses and other income.

Marketingand Sales Expenses

Our marketing and sales expenses consist primarily of Amazon marketing fees, consultants and other marketing and sales expenses.

The following table discloses the breakdown of marketing and sales expenses for the periods set forth below:

	Year<br> Ended December 31,
U.S.<br> dollars in thousands	2025		2024
Advertising	$	1,279		1,216
Wages,<br> consultants, salaries and related expenses		218		86
Other<br> Sales and Marketing expenses		260		-
Total		1,757		1,302

The increase of $455, or 35% for the year ended December 31, 2025, as compared to the year ended December 31, 2024, is mainly attributable to an increase in advertising on Amazon by Fort.

Wages, consultants, salaries and related expenses for the year ended December 31, 2025, amounted $218, compared to $86 for the year ended December 31, 2024, an increase of $132 or 153% mainly attributed to Fort expenses related to consultant fees.

Other Sales and Marketing expenses for the year ended December 31, 2025, amounted $199 attributed to amortization of intangible assets, customer relationships, acquired on the business combination with Pure Logistics.

Generaland Administrative Expenses

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

	Year Ended December 31,
U.S. dollars in thousands	2025		2024
Payroll and related expenses	$	1,414	$	1,511
Professional services and consulting fees		3,120		1,995
Share based compensation		688		-
Rent and office maintenance		184		243
Amortization of intangible assets		977		786
Insurance		250		278
Other expenses		778		592
Total		7,411		5,405

Our general and administrative expenses consist primarily of salaries and related expenses, professional service fees for accounting, legal and bookkeeping, facilities, amortization of intangible assets and other general and administrative expenses.

The increase of $2,006, or 37%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, is mainly attributable to wages, salaries and related expenses and bonuses we paid to our management and to professional service providers and consulting fees.

Share-based compensation expenses related to the initial grants of RSUs and other equity awards granted in 2025 by the Company and Fort Technology, to directors and officers, resulting in stock-based compensation expenses of $688 for the year ended December 31, 2025 compared to $0 for the year ended December 31, 2024.

Revenue sharing payment which included in other expenses is higher in 2025 compared to 2024 due to increase in revenue in 2025 compared to 2024.

Equitylosses

Our equity losses for the year ended December 31, 2025, was $239 compared to an equity loss of $1,186 for the year ended December 31, 2024, a decrease of $947, or 83% derive from investment in SciSparc Nutraceuticals. The amount includes $115 impairment loss for the year ended December 31, 2025, compared to $659 for the year ended December 31, 2024.

Otherincome

Our other expenses for the year ended December 31, 2025, was $210 compared to other income of $120 for the year ended December 31, 2024. The income in 2025 and 2024 derives from the SciSparc Consulting Agreement, pursuant to which we provide management services to SciSparc Nutraceuticals for the Wellution brand. In addition, we provide a variety of professional and business support services in accordance with transfer pricing work received in SciSparc Nutraceuticals. The aforementioned services are provided in collaboration with SciSparc. For the year ended December 31, 2025, the other income was offset by other expenses in the amount of $330, mainly due to expenses of the Fort Transaction.

Operatingloss

Our operating loss for the year ended December 31, 2025 was $7,841 compared to an operating loss of $6,204 for the year ended December 31, 2024, an increase of $1,637, or 26%. The increase in 2025 was due to the factors mentioned above.

Financialincome

The following table discloses the breakdown of our financial income for the periods set forth below:

	Year ended December 31
	2025			2024
	U.S. dollars in thousands
Finance income:
Change in fair value of derivative liabilities and convertible promissory notes		(3,562	)		-
Interest income		(100	)		(78	)
Total finance income		3,662			(78	)
Finance expense:
Issuance cost		160			603
Change in fair value of derivative liabilities		-			607
Exchange rate changes		3			51
Interest expense on loans from shareholders and related parties		175			7
Other finance expenses		261			37
Revaluation of securities -fair value through profit or loss		5			63
Total finance expenses		604			1,368
Finance (income) expense, net		(3,058	)		1,290

Financial expenses consist of mainly interest, bank fees, revaluation of derivatives and other transactional costs.

Our financial income, net was $3,058 for the year ended December 31, 2025, compared to net financial expenses of $1,290 for the year ended December 31, 2024, an increase of $4,348. The increase was primarily attributable to financial income for the year ended December 31, 2025 related to change in fair value of derivatives liabilities and convertible promissory notes in the amount of $3,562 compared to expense of $607 in the year ended December 31, 2024.

Netloss

Our net loss for the year ended December 31, 2025, was $4,047, compared to net loss of $7,804 for the year ended December 31, 2024, a decrease of $3,757, or 48%. The decrease in 2025 was due to factors mentioned above.

B.Liquidity and Capital Resources

Overview

Since our inception in March 2021 and since the earlier inception of our subsidiaries, 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 our securities in private placements and registered offerings. As of December 31, 2025 and 2024, we had approximately $1,636 and $2,564, respectively, in cash and cash equivalents.

The table below presents our cash flow for the periods indicated:

	Year Ended December 31,
U.S. dollars in thousands	2025			2024
Net cash used in operating activities	$	(6,219	)	$	(5,875	)
Net cash used in investing activities	$	(4,504	)	$	(572	)
Net cash from financing activities	$	9,767		$	8,484
Net (decrease) increase in cash and cash equivalents	$	(956	)	$	2,037

Our net cash used in operating activities was $6,219 for the year ended December 31, 2025, as compared to net cash used in operating activities of $5,875 for the year ended December 31, 2024. Our net cash used in investing activities was $4,504 for the year ended December 31, 2025, as compared to net cash used in investment activities of $572 for the year ended December 31, 2024. Our net cash from financing activities was $9,767 for the year ended December 31, 2025, as compared to net cash used in financing activities of $8,484 for the year ended December 31, 2024.

The change in our liquidity for the year ended December 31, 2025, resulted from several factors, including:

OperatingActivities

Our net cash used in operating activities consists primarily of net loss of $4,047, increase in inventory of $617, change in fair value of derivative liabilities of $5,011 offset by depreciation and amortization of intangible assets of $1,201 and Revaluation of Promissory notes of $1,628, equity losses of $239 thousand and increase in trade payables and other payables of $319 thousand, decrease in operating lease right-of-use asset of $1,631 and Decrease in operating lease liabilities of $1,324.

InvestingActivities

Our net cash used in investing activities primarily consisted of payments relating to acquisition of Pure Logistics of $2,253, Investment in convertible loan receivable of 2,718 and Purchase of intangible assets of $200 offset by changes in restricted deposit of $678.

FinancingActivities

Our net cash used in financing activities primarily consists of the issuance of convertible promissory notes, net in the amount of $7,515 and issuance of convertible debenture, net of issuance costs of $1,886, issuance of Ordinary Shares, pre-funded warrants, warrants, net in the amount of $541and $624 received upon exercise of warrants.

FinancialArrangements

January2024 PIPE

On January 25, 2024, we entered into a private placement transaction, or the January 2024 PIPE, pursuant to a securities purchase agreement with certain institutional investors, providing for the issuance, in a private placement of Ordinary Shares, pre-funded warrants, Series A warrants and Series B warrants.

The January 2024 PIPE closed on January 29, 2024. Our aggregate gross proceeds from the January 2024 PIPE were approximately $7,275 thousand, before deducting fees to the placement agent and other expenses payable by us in connection with the January 2024 PIPE.

Following the November 2024 Reverse Split, on November 26, 2024, the exercise price and the number of Ordinary Shares issuable under the Series A warrants were adjusted, in accordance with the terms therein. Following the February 2026 Reverse Split on February 23, 2026, the exercise price and the number of Ordinary Shares issuable pursuant to the exercise of the Series A warrants were adjusted, in accordance with the terms therein, or the Second Reverse Split Adjustment. Following the Second Reverse Split Adjustment, the exercise price was adjusted to $3.9663 per Ordinary Share, the lowest weighted average price of the Ordinary Shares during the period commencing on February 17, 2026, and ending on February 23, 2026, and the number of Ordinary Shares underlying the outstanding Series A Warrants was adjusted to 1,115,210 (the arithmetic calculation resulting in the aggregate exercise price payable following the exercise of the outstanding Series A warrants being equal to the aggregate exercise price for such outstanding Series A warrants on January 29, 2024, the issuance date of the Series A warrants). No other changes, adjustments or modifications were made to the Series A Warrants.

As of the date of this Annual Report, all of the 266 Ordinary Shares have been issued following exercise of pre-funded warrants, 12,634 Ordinary Shares have been issued following the exercise of Series A warrants, and 81 Ordinary Shares remain outstanding, and 2,503 Ordinary Shares have been issued following exercise of Series B warrants and 1,115,210 Ordinary Shares remain outstanding. We received gross proceeds of approximately $2,842 thousand from the exercise of such warrants.

January2025 Convertible Promissory Note

On January 16, 2025, we issued a convertible promissory note in the principal amount of $2,850,000 to an institutional investor, or the January 2025 Promissory Note. The January 2025 Promissory Note was issued with a 10% original issue discount from the principal amount and is to be repaid in one payment on the 18th month anniversary of the issuance date, or July 16, 2026, unless repaid earlier (partially or in full) at our option, or if extended at the option of the holder. The principal amount under the January 2025 Promissory Note bears an annual interest rate of 8% (which will increase to 18% upon an event of default, as defined in the note). The outstanding amount due under the January 2025 Promissory Note was convertible (partially or in full) into Ordinary Shares, at the option of the holder, at any time after the issuance date, at a conversion price equal to the lower of (i) $668.74192 per Ordinary Share, or (ii) 95% of the lowest daily volume-weighted average price during the 20 trading days immediately preceding the applicable date of conversion.

In connection with the issuance of the January 2025 Promissory Note, we issued to the holder a warrant to purchase up to 3,197 Ordinary Shares, or the January 2025 Warrant, as amended and restated effective as of June 30, 2025. The January 2025 Warrant was exercisable upon issuance at an initial exercise price of $579.55499 per Ordinary Share (subject to anti-dilution and share combination event protections) and has a term of 5.5 years from the issuance date, or July 16, 2030. Effective as of February 23, 2026, the exercise price of the January 2025 Warrant was adjusted to $3.9663 per Ordinary Share, pursuant to Section 2(a) of the January 2025 Warrant (subject to any further adjustment as provided therein).

As of the date of this Annual Report, 19,641 Ordinary Shares have been issued following the conversion of the January 2025 Promissory Note by the holder and the remaining principal amount accrued interest and pre-payment penalty of $270,831 were repaid by us to the holder.

May2025 Registered Direct Offering

On May 28, 2025, we entered into a definitive securities purchase agreement, or the May 2025 SPA, with an institutional investor, pursuant to which we issued and sold to the investor in a registered direct offering, or the May 2025 Registered Direct Offering, (i) 2,784 Ordinary Shares, at an offering price of $71.40 per Ordinary Share and (ii) pre-funded warrants to acquire up to 5,362 Ordinary Shares, or, at an offering price of $71.40 per pre-funded warrant. As of the date of this Annual Report, all of the pre-funded warrants issued in the May 2025 Registered Direct Offering were exercised in full. We raised aggregate gross proceeds of approximately $581 thousand from the May 2025 Registered Direct Offering.

ConvertibleNotes Securities Purchase Agreement

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 as provided therein, non-recourse convertible promissory notes, or the Promissory Notes, for a maximum principal amount of $100,000,000, or the Subscription Amount, for an aggregate purchase price of up to $90 million (90% of the Subscription Amount).

At the initial closing on June 26, 2025, or the Initial Closing, the investor purchased from us a Promissory Note in the principal amount of $5.0 million, for a purchase price of $4.5 million, or the Initial Promissory Note. Subject to the conditions set forth in the Notes SPA, beginning on December 1, 2025, we may, at our sole discretion, require the investor to purchase additional Promissory Notes, or the Additional Promissory Notes, in the principal amount of up to $2.5 million per calendar quarter, at a purchase price equal to 90% of the principal amount of such Additional Promissory Notes, payable in cash. As of the date of this Annual Report, the principal amount and accrued interest under the Initial Promissory Note were fully converted into 310,800 Ordinary Shares.

On December 9, 2025, we issued to the investor an additional Promissory Note in the principal amount of $500,000 for a purchase price in cash of $450,000, or the Second Promissory Note.

On February 18, 2026, we entered into an addendum to the Notes SPA, or the Addendum, pursuant to which we agreed to issue to the investor, with respect to any Promissory Notes purchased by the investor during the three-month period beginning December 1, 2025 and ending on February 28, 2026, or the December Quarter, a warrant to purchase a number of Ordinary Shares equal to 75% of the maximum number of Ordinary Shares issuable upon conversion of the Promissory Notes (calculated based on the Fixed Price, as defined therein) purchased during the December Quarter.

On February 18, 2026, we issued to the investor an additional Promissory Note in the principal amount of $600,000 for a purchase price of $540,000, or the Third Promissory Note, and a warrant to purchase up to 1,372,017 Ordinary Shares, or the February 2026 Note Warrant, representing a warrant coverage of 75% of the maximum number of Ordinary Shares issuable upon conversion of the Second Promissory Note and the Third Promissory Note, calculated using the then applicable Variable Price. The February 2026 Note Warrant was immediately exercisable upon its issuance at an initial exercise price of $5.53 per Ordinary Share (subject to any further adjustments as set forth therein) and has a term of 5.5 years from issuance date.

The exercise of the Warrant is the investor’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (as defined in the Second Promissory Note and the Third Promissory Note), if applicable, regardless of whether the value realized from the February 2026 Note Warrant and/or the Ordinary Shares underlying the Promissory Notes is less than the then outstanding Principal Amount, Interest, and if applicable, the Payment Premium.

Effective as of February 23, 2026, the exercise price of the February 2026 Note Warrant was adjusted to $3.9663 per Ordinary Share, pursuant to Section 2(a) of the February 2026 Note Warrant (subject to any further adjustment as provided therein).

The outstanding principal amount and accrued interest under the Promissory Notes are to be repaid in ten equal monthly installments beginning on the eighteenth month anniversary of the issuance date thereof, unless repaid earlier (partially or in full) at our option or if extended at the option of the investor.

The outstanding amount of the principal and any accrued interest due under the Promissory Notes is convertible (partially or in full) into Ordinary Shares, at the option of the investor, at any time after the issuance date, at a conversion price equal to the lower of i) the closing price of the Ordinary Shares on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Promissory Note, or the Fixed Price and (ii) 88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date of conversion, or the Variable Price, provided that such Variable Price may not be lower than the floor price which shall be equal to 20% of the Fixed Price, subject to certain adjustments as provided in the Promissory Notes. The investor’s option to convert the outstanding amount due is subject to the limitation that the conversion may not result in the investor’s beneficial ownership exceeding 4.99% of the outstanding Ordinary Shares.

As of the date of this Annual Report, the principal amount of $1,100,000 and accrued interest of $8,647 remains outstanding under the Second Promissory Note and Third Promissory Note.

January2026 Registered Direct Offering

On January 21, 2026, we entered into that certain securities purchase agreement with certain institutional investors, pursuant to which, on January 22, 2026, we issued and sold, an aggregate of 286,224 Ordinary Shares at a purchase price of $8.40 per share in a registered direct offering, for aggregate gross proceeds of approximately $2,404,275, before deducting offering expenses, or the January Offering.

CurrentOutlook

As of December 31, 2025, our cash and cash equivalents were $1,636. We expect that our existing cash and cash equivalents as of December 31, 2025, will be sufficient to fund our current operations and satisfy our obligations for the next twelve months taking into consideration the proceeds received from the January 2024 PIPE, the exercise of warrants from the January 2024 PIPE, the January 2025 convertible promissory note, the May 2025 Registered Director Offering, , the January 2025 Registered Direct Offering and the Initial Promissory Note, the Second Promissory Note and the Third Promissory Note. 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<br> progress and costs of purchasing new brands and their development plans;
●	the<br> costs of operating Pure Logistics;
●	the<br> costs of manufacturing and shipment of our products;
---	---
●	the<br> costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
---	---
●	the<br> potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities<br> internally;
---	---
●	the<br> magnitude of our general and administrative expenses; and
---	---
●	the<br> costs of completing the planned Corporate Rebranding and Restructuring Plan.
---	---

C.Research and development, patents and licenses, etc.

None.

D.Trend information

The trends impacting us are described elsewhere in this Annual Report, including in “Item 3.D. Risk Factors”, “Item 4.B. Business Overview”, “Item 5.A. Operating Results”, “Item 5.B. Liquidity and Capital Resources”, and Item 10.C. Material Contracts”.

Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of the possible recession and its effects on our customers and their spending habits. See also Item 3.D. “Risk Factors” - General economic factors may adversely affect our business, financial performance and results of operations”.

E.Critical Accounting Estimates

We describe our significant accounting policies more fully in Note 2 to our financial statements included elsewhere in this Annual Report. We believe that the accounting policies described below and in Note 2 to our financial statements 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. We have identified the following critical accounting policies:

DerivativeLiabilities

We account for the outstanding additional warrants to purchase up to 130 Ordinary Shares at an exercise price $43,749.16 per Ordinary Share, issued on November 28, 2022, or the Additional Warrants and the outstanding Series A warrants to purchase up to 1,115,210 Ordinary Shares at an exercise price of $3.996 issued on January 25, 2024 in connection with the January 2024 PIPE, or the Series A Warrants, as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification, or ASC, Topic 480, “Distinguishing Liabilities from Equity”, or ASC Topic 480, and ASC Topic 815, “Derivatives and Hedging”, or ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. Based on their contractual terms, the Additional Warrants are accounted for as a derivative liability.

The estimated fair value of the Additional Warrants is determined using Level 3 inputs (as described in the notes to financial statements accompanying this Annual Report). The Additional Warrants were calculated according to the binomial model under the following assumptions: expected stock-price volatility, expected life, dividend yield and risk-free interest rate and revenue forecast over the life of the Additional Warrants.

The estimated fair value of the Series A warrants was calculated according to the binomial model under the following assumptions: expected stock-price volatility, expected life, dividend yield and risk-free interest rate and management assumptions about the probability of future adjustment event.

IntangibleAssets Valuation

We review our intangible assets and equity investment for impairment when performance expectations, events, or changes in circumstances indicate that the asset’s carrying value may not be recoverable.

For intangible assets, when impairment indicators exist, we evaluate the undiscounted future cash flows to the carrying value of the intangible asset group. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset group as determined by an appropriate market appraisal or other valuation technique.

For an equity method investment, ASC 323 requires us to measure impairment that is determined to be other than temporary by comparing the carrying value of the investment with its fair value.

Based on the decline in SciSparc Nutraceuticals revenues and operating losses during 2025 and 2024, we used the work of a fair value expert, to determine that the fair value of the Company’s investment in SciSparc Nutraceuticals was impaired. Accordingly, an impairment loss of $115 and $659 thousand was recorded for the year ended December 31, 2025 and 2024 respectively, within equity losses in the consolidated statement of operations.

The fair value measurement of SciSparc Nutraceuticals as of December 31, 2025 and 2024, required significant judgements using Level 3 inputs, such as discounted projected future revenue projections, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future revenues used in the Company’s impairment analysis, which requires the use of estimates and assumptions. Key assumptions in the impairment models included the discount rate and royalty rate.

Goodwill

Goodwill is tested for impairment at least annually, and whenever events or changes in circumstances occur indicating that it is “more likely than not” impairment may have been incurred. We have the option to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying value as a basis for determining if it is necessary to perform the quantitative goodwill impairment test. However, if we conclude otherwise, then we are required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing it against its carrying value.

In estimating the fair value of our reporting unit the Company used the income approach. The income approach to valuation requires management to make significant estimates and assumptions related to future revenues, profitability, working capital requirements and selection of discount rate and long term growth rate. Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting unit. If the fair value exceeds the carrying value, no further evaluation is required and no impairment loss is recognized.

The Company has one reporting unit to which goodwill. In 2025 the Company performed a qualitative impairment assessment for the reporting unit.

BusinessCombinations

We allocate the purchase price of an acquired company, including when applicable, the fair value of contingent or deferred consideration between tangible and intangible assets acquired and liabilities assumed from the acquired businesses based on estimated fair values, with any residual of the purchase price recorded as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Different valuations approaches are used to value different types of intangible assets. We primarily use the income approach in the valuation of intangible assets. The income approach to valuation is based on the present value of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows and attrition rates of customer relationships. These estimates are based on historical experience and information obtained from the management of the acquired companies, and are inherently uncertain.

RecentAccounting Pronouncements

Please see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report for information regarding recent accounting pronouncements.

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

None.

ITEM

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The following table sets forth information regarding our executive officers, key employees and directors as of the date of this Annual Report:

Name	Age	Position	Class
Eliyahu<br> Zamir	56	Chief<br> Executive Officer	N/A
Ronen<br> Zalayet	57	Chief<br> Financial Officer	N/A
Naor<br> Bergman	35	Chief<br> Operating Officer	N/A
Oz<br> Adler^(1)^	39	Chairman<br> of the Board of Directors	Class<br> III^(5)^
Liron<br> Carmel	41	Director	Class<br> II^(6)^
Tali<br> Dinar^(1)(2)(3)(4)^	55	Director	Class<br> I^(7)^
Moshe<br> Revach ^(1)^	49	Director	Class<br> I^(7)^
Amitay<br> Weiss^(1)^	63	Director	Class<br> I^(7)^
Tomer<br> Etzyoni^(1)(2)(3)(4)^	45	Director	Class<br> II ^(6)^
Israel<br> Berenstein^(1)(2)(3)(4)^	54	Director	Class<br> III^(5)^
(1)	Independent<br> Director (as defined under the Nasdaq listing rules)
---	---
(2)	Member<br> of the Audit Committee
---	---
(3)	Member<br> of the Compensation Committee
---	---
(4)	Member<br> of the Nominating and Governance Committee
---	---
(5)	Class<br> I directors shall hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected<br> and qualified.
---	---
(6)	Class<br> II directors shall hold office until the annual general meeting to be held in 2027 and until their successor shall have been elected<br> and qualified.
---	---
(7)	Class<br> III directors shall hold office until the annual general meeting to be held in 2028 and until their successors shall have been elected<br> and qualified.
---	---

EliyahuZamir, Chief Executive Officer

Mr. Zamir has served as our Chief Executive Officer since August 1, 2025. Mr. Zamir has over two decades of experience in corporate finance, public markets, M&A, and strategic growth, having held key executive and board positions in both public and private companies across multiple sectors. Mr. Zamir has served as a director at several publicly listed companies, including as an independent director of NewMed Energy – L.P. (TASE: NWMD) since 2024, and as external director and a member of the audit committee of the board of directors and the compensation committee of the board of directors of Formula Systems Ltd (Nasdaq: FORTY, TASE: FORTY). He has also led financial and strategic initiatives in the renewable energy sector in Europe, further demonstrating his ability to scale companies in emerging and high-growth markets. Mr. Zamir

RonenZalayet, Chief Financial Officer

Mr. Zalayet has served as our Chief Financial Officer since October 2022, and as a Chief Financial Officer of Fort Technology Inc. since July 2025. Mr. Zalayet has over 20 years of experience working in financial leadership positions in private and public companies, including in growing fintech and technology companies. Mr. Zalayet has served as the chief executive officer and director of Shemen Oil and Gas Resources Ltd, an Israeli company listed on the Tel Aviv Stock Exchange (TASE: SOG) that explores oil and natural gas from July 2021 until December 2023. From November 2019 to June 2021, Mr. Zalayet served as the chief financial officer of Colugo Systems Ltd., a company operating in the transportation field, and from 2016 to 2020, he served as a consultant, director and head of the Israeli office of Access Capital Markets Limited, a finance boutique company headquartered in the United Kingdom. Mr. Zalayet holds a B.A. in Economics and Accounting and an MBA from Tel Aviv University, Israel, and is a certified public accountant in Israel.

NaorBergman, Chief Operating Officer

Mr. Bergman has served as our Chief Operating Officer since April 2021. From September 2018 to April 2021, Mr. Bergman established and led Amazon’s FBA logistics and warehousing department at Unicargo, which has 11 warehouses in the United States, Canada, England and Europe and was part of the management team that transformed Unicargo to become a leader in the field of outsourcing Amazon’s FBA warehousing. Unicargo is a one-stop-shop to FBA specializing in logistics services for Amazon sellers and e-commerce. From September 2017 to September 2018, Mr. Bergman was a strategic customer manager at Pick & Pack Ltd., a company fully owned by Israel Cargo Logistics Ltd, an international shipping company. Mr. Bergman holds a B.A. in Economics and Sustainability from Reichman University, Israel.

OzAdler, Chairman of the Board of Directors

Mr. Adler, CPA, has served on our board of directors since September 2021. Mr. Adler currently serves as the chief executive officer and chief financial officer of SciSparc Ltd. Mr. Adler has served as SciSparc’s chief financial officer since April 2018 and as its chief executive officer since January 2022. Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. From December 2020 to April 2021, Mr. Adler served as the chief financial officer of Xylo Technologies Ltd. (Nasdaq: XYLO), from August 2021 to October 2022 he served as a director of Elbit Imaging Ltd. (TASE: EMITF). Mr. Adler also worked in the audit department of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global between December 2012 and August 2017. Additionally, Mr. Adler currently serves on the board of directors of numerous private and publicly traded companies, including: Clearmind Medicine Inc. (Nasdaq: CMND) (FSE:CWY), Rail Vision Ltd. (Nasdaq: RVSN). Mr. Adler is a certified public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel. ****

LironCarmel, Director

Mr. Carmel has served as one of our directors since September 2021. Mr. Carmel has served as chief executive officer of Xylo Technologies Ltd. (Nasdaq: XYLO) since April 2019 and until September 2025. Mr. Carmel has vast experience in business and leadership across multiple industries, including bio pharma, internet technology, oil and gas exploration and production, real estate and financial services. Since June 2018 Mr. Carmel has served as chairman of the Israel Tennis Table Association. Since September 2022 until December 2025, Mr. Carmel has served as a member of the board of directors of Viewbix Inc. (Nasdaq: VBIX). From January 2017 to May 2018, Mr. Carmel served as the chief executive officer and director of CannaPowder (PINK: CAPD), a bio-pharma company dedicated to developing and applying innovative technology in the cannabinoid field. From January 2018 to April 2019, Mr. Carmel served as a director of Chiron Refineries Ltd. (TASE: CHR), a company engaged in consulting and initiation of transactions in the refineries field, and since June 2021 as a member of the board of directors of Gix Internet Ltd. (TASE: GIX) which operates in the field of software development, marketing and distribution to internet users. Mr. Carmel served as a director of Polyrizon Ltd. (Nasdaq: PLRZ) from July 2020 until September 2024, and serves as a director of Polyrizon Ltd. since January 2025. He served as the Chairman of the Board of Directors of Eventer Technologies Ltd. from October 2020 until September 2025 and serves as its chief executive officer since October 2025. Since September 2025, Mr. Carmel serves as a director of Charging Robotics Inc (OTC: CHEV). From May 2016 to 2018, he served as vice president, business development at Yaad Givatayim Development, a municipal corporation dedicated to initiate, develop and establish projects of public importance. From 2013 to 2015, Mr. Carmel served as an investment manager and as a research and strategy analyst at Excellence Nessuah Investment House, a wealth management firm. We believe that Mr. Carmel is qualified to serve as a member of our board of directors because of his diverse business, management and leadership experience.

TaliDinar, Director

Mrs. Dinar has served as one of our directors since September 2021. Mrs. Dinar is a senior executive with a two-decade track record in public and private companies in a global environment. Mrs. Dinar has served as chief financial officer of Xylo Technologies Ltd. (Nasdaq: XYLO) since June 2021 and until September 2025. Mrs. Dinar also currently serves as a member of the board of directors of ParaZero Ltd. beginning February 13, 2022, as a director of Charging Robotics Ltd. since November 2021, and as a director of Charging Robotics Inc since April 4, 2023. Mrs. Dinar served as Chief Financial Officer of Novomic Ltd., a private company between January 2019 and January 2023. She has also served as a member of the board of directors of Micronet Ltd. (TASE: MCRNT) between July 2016 and February 2023. In addition, she has also served as a director of Canzon Israel Ltd. (TASE: CNZN) since August 2020 until March 2022. Between 2019 and 2020, Mrs. Dinar served as the Chief Financial Officer of TechCare Corp. (currently Citrine Global Corp.) (OTCQB: CTGL). Between 2009 and 2019, Mrs. Dinar worked at the MICT group and served in various positions, including as Chief Financial Officer of MICT Inc. (Nasdaq: MICT) and as Chief Financial Officer of MICT Telematics Ltd. Mrs. Dinar holds a B.A. in Accounting and Business Administration from The College of Management, Israel. We believe that Mrs. Dinar is qualified to serve as a member of our board of directors because of her diverse business, management and proven leadership skills in managing global finance, holding and industrial organizations.

MosheRevach, Director

Mr. Revach has served as one of our directors since September 2021. Mr. Revach serves as member of the city council of Ramat Gan, Israel, and member of the finance committee of the city council of Ramat Gan, Israel, and previously served in various other municipality positions since 2008. Mr. Revach currently serves as a member of the board of directors of ParaZero Technologies Ltd (Nasdaq: PRZO) since 2022, a board member of SciSparc Ltd. (Nasdaq: SPRC) since January 2022 and a board member of Plantify Foods, Inc. since 2023. Mr. Revach previously served as a member of the board of directors of the RPG Economic Society and Jewish Experience Company on behalf of the Jewish Agency, , L.L.N IT solutions, a wholly-owned subsidiary of the Jewish Agency for Israel, and as a board member of Biomedico Hadarim Ltd. Mr. Revach holds an LL.B from the Ono Academic College, Israel, and a B.A. in management and economics from the University of Derby. We believe that Mr. Revach is qualified to serve as a member of our board of directors because of his diverse management and leadership experience.

AmitayWeiss, Director

Mr. Weiss has served as one of our directors since August 2022. Mr. Weiss has vast experience serving on board of directors and in senior executive positions across multiple public and private companies. He currently serves as president of SciSparc Ltd. (Nasdaq: SPRC) since October 2025, and as chairman of the board of directors of several other Nasdaq-listed companies, including Clearmind Medicine Inc. (CSE: CMND), N2OFF Inc. (Nasdaq: NITO), Maris-Tech Ltd. (Nasdaq: MTEK), and ParaZero Technologies Ltd. (Nasdaq: PRZO). Mr. Weiss also previously served as chairman of the board of directors of AutoMax Motors Ltd. (TASE: AMX.TA), until October 16, 2025. He also serves as a director of Epsilon (previously Upsellon Brands Holdings Ltd.) (TASE: UPSL) since June 2019, including as chairman of its board from January 2021 to May 2022 and as a director of Vivos Therapeutics, Inc. (Nasdaq: VVOS) since October 2022. Mr. Weiss has also served as chairman of the board of Fuel Doctor, traded on the OTC market in the United States, since January 2022, and as an external director of Reisdor Entrepreneurship Ltd. (TASE) since September 2025. Mr. Weiss previously served as chief executive officer of SciSparc Ltd. (Nasdaq: SPRC) from August 2020 to January 2022 and as chairman of its board of directors from January 2022, as an external director of Cofix Group Ltd. (TASE: CFCS) from August 2015 to August 2024, and as chairman of the board of Value Capital One Ltd. (TASE: VALU) from April 2016 to February 2021. Prior to his board career, he served as Vice President of Marketing and Business Development at Poaley Agudat Israel (PAGI) Bank, part of the First International Bank of Israel Group, from 2008 to 2015, and held various branch management roles at Mizrahi Bank from 1989 to 2001. In April 2016, Mr. Weiss founded Amitai Weis Management Ltd., an economic consulting company, and serves as its chief executive officer. Mr. Weiss holds a B.A. in Economics and Business Administration from The College for Israel, an M.B.A. in Business Administration from Ono Academic College, Israel, and an LL.B. from Ono Academic College, Israel. We believe that Mr. Weiss is qualified to serve as a member of our board of directors because of his diverse business, management and leadership experience.

TomerEtzyoni, Director

Mr. Etzyoni has served as one of our directors since August 2022. Mr. Etzyoni has served as a fitness and health instructor at Wingate College since September 2016, professional course, as workshop instructor at Wingate College since March 2012 and as therapist at Dr. Gill Solberg’s Muscle and Motion Clinic since January 2012. Mr. Etzyoni previously served as fitness and health instructor and diagnostician at Wingate College, Si’im Campus from August 2012 to July 2016. Mr. Etzyoni holds a B.A in Physical Education and Movement, majoring in posture from Kibbutzim College, Israel, a certificate in gym and health clubs instructor from Wingate Institute, Israel, posture and kinesiology specialty certificate from Wingate Institute, Israel, Yir Karni’s neuration course, Wingate Institute, Israel, Thai stretches course, from Broshim Campus, Israel athletics instructor certificate from Kibbutzim College, Israel and a certificate in ergonomics and posture specialty from Kibbutzim College, Israel. We believe that Mr. Etzyoni is qualified to serve as a member of our board of directors because of his diverse fitness and health knowledge and his vast experience in fitness and health - issues that are related to the brands we sell or will sell in the future.

IsraelBerenstein, Director

Mr. Berenstein has served as one of our directors since December 14, 2023. Mr. Berenstein has also serves as a director of Plantify Foods INC. (TSXV: PTFY), since July 2023, N2OFF, Inc. (Nasdaq: NITO), since August 2020, and Upsellon Brands Holdings Ltd (TASE: UPSL) since May 2019. Since 2023, Mr. Berenstein has been a solo practitioner in his law firm. Previously, he worked at Ben Yakov, Shvimer, Dolev

Law Office from 2020-2022. Formerly, Mr. Berenstein served in the legal department of Sonol Israel Ltd. from April 2010 to December

Before that, he worked as a commercial lawyer and litigator for a leading Israeli law firm from July 2000 to April 2010. Mr. Berenstein earned an LL.B. in Law and an M.A. in Political Science from Bar-Ilan University, Israel. Mr. Berenstein was admitted to the Israel Bar Association in 2000. We believe that Mr. Berenstein is qualified to serve as a member of our board of directors because of his diverse business, legal and management experience.

FamilyRelationships

There are no family relationships between any members of our executive management and our directors.

Arrangementsfor Election of Directors and Members of Management

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors were selected. See “Related Party Transactions” for additional information.

B.Compensation

The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2025. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.

All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. dollars, for the year ended December 31, 2025. Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.45= U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.

	Salary,<br><br> bonuses and<br> Related<br> Benefits		Pension,<br><br> Retirement<br> and Other<br> Similar<br> Benefits		Share Based Compensation^(1)^
All<br> directors and senior management as a group, consisting of 11 persons for the year ended December 31, 2025^(1)^	$	1,218	$	34	$	95
(1)	Includes<br> Viki Hakmon who resigned from his position as a director on July 21, 2025, and from his position as chief executive officer on July<br> 31, 2025.
---	---

For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis. In accordance with the Israeli Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2025, in thousands of U.S. dollars.

Executive<br> Officer	Salary and Related Benefits^(1)^		Bonus<br><br> Payments,<br> Benefits <br> and<br> Perquisites		Share-Based Compensation^(2)^		Total
Oz Adler (Chairman of the Board of Directors) ^(3)^	$	181	$	127	$	15	$	323
Ronen Zalayet (Chief Financial Officer) ^(4)^	$	190	$	99	$	24	$	313
Viki Hakmon (Former Chief Executive Officer)		186		93		__	$	279
Naor Bergman (Chief Operating Officer)	$	190	$	34	$	10	$	234

Each of the non-executive members of our board of directors is the 5^th^ most highly paid office holder. For further information, see Item 6B above.

(1)	Represents<br> the directors’ and senior management’s gross salary plus payment of mandatory social benefits made by the Company and/or<br> any of the Company’s consolidated subsidiaries on behalf of such persons. Such benefits may include, to the extent applicable<br> to the executive, payments, contributions and/or allocations for savings funds, education funds (referred to in Hebrew as “Keren<br> Hishtalmut”), pension, severance, risk insurances (e.g., life or work disability insurance) and payments for social security.
(2)	Share-based<br> compensation includes the cost of our non-cash share-based compensation in 2025.
(3)	Includes<br> compensation received from Fort Technology, in his capacity as the chairman of the board of directors of Fort Technology.
(4)	Includes<br> compensation received from Fort Technology, in his capacity as the chief financial officer of Fort Technology.

Employmentand Service Agreements with Executive Officers

We have entered into written employment and service agreements with each of our executive officers. All of these agreements contain customary provisions regarding confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into our standard form of indemnification agreement, in the form filed as an exhibit to this Annual Report, with each of our directors and members of our senior management. Each such indemnification agreement provides the indemnified person with indemnification to the maximum extent permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance or other indemnification agreements. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Directors’Service Contracts

Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his employment with the Company.

EquityIncentive Plans

2022Israeli Incentive Option Plan

On January 19, 2021, we adopted the 2022 Israeli Incentive Option Plan, or the 2022 Plan. We no longer grant any awards under the 2022 Plan as it was superseded by the Jeffs’ Brands Ltd 2024 Share Incentive Plan, or the 2024 Plan.

2024Share Incentive Plan

The 2024 Plan was adopted by our board of directors on May 15, 2024. The 2024 Plan provides for the grant of equity-based incentive awards to our employees, directors, office holders, service providers and consultants in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of our business. As of the date of this Annual Report, 23,796 Ordinary Shares were reserved and available for issuance under the 2024 Plan.

SharesAvailable for Grants. The maximum number ordinary shares available for issuance under the 2024 Plan was initially equal to 510 Ordinary Shares, which, following amendments on September 10, 2025 and January 1, 2026, was increased to 65,429 Ordinary Shares, provided that no more than 510 Ordinary Shares may be issued upon the exercise of Incentive Stock Options. If permitted by our board of directors, shares tendered to pay the exercise price or withholding tax obligations with respect to an award granted under the 2024 Plan or the 2022 Plan may again be available for issuance under the 2024 Plan, unless determined otherwise by the Board. Our board of directors may also reduce or increase the number of ordinary shares reserved and available for issuance under the 2024 Plan in its discretion.

Administration. Our board of directors, or a duly authorized committee of our board of directors, or the administrator, will administer the 2024 Plan. Under the 2024 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2024 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2024 Plan and take all other actions and make all other determinations necessary for the administration of the 2024 Plan.

The administrator also has the authority to approve the conversion, substitution, cancellation or suspension under and in accordance with the 2024 Plan of any or all option awards or ordinary shares, and the authority to modify option awards to eligible individuals who are foreign nationals or are individuals who are employed outside Israel to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of the 2024 Plan but without amending the 2024 Plan. The administrator also has the authority to amend and rescind rules and regulations relating to the 2024 Plan or terminate the 2024 Plan at any time before the date of expiration of its ten-year term.

C.Board Practices

Introduction

Our board of directors presently consists of seven members. We believe that Oz Adler, Amitay Weiss, Tomer Etzyoni, Israel Berenstein, Moshe Revach and Tali Dinar are “independent” for purposes of the Nasdaq listing rules and SEC rules and regulations. Our amended and restated articles of association provide that the number of board of directors’ members shall be no less than three and not more than twelve (including external directors, if any). Pursuant to the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him. All other executive officers are appointed by our Chief Executive Officer. Their terms of employment are subject to the approval of the board of directors’ compensation committee of the board of directors, and are subject to the terms of any applicable employment agreements that we may enter into with them.

Each director, except for external directors, if any, will hold office until the annual general meeting of our shareholders for the year in which such director’s term expires, unless the tenure of such director expires earlier pursuant to the Companies Law or unless he or she is removed by the holders of at least 70% of the total voting power of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended and restated articles of association. Our amended and restated articles of association provide that the directors are classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, and designated as Class I, Class II and Class III. The Class I directors shall hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected and qualified. The Class II director shall hold office until the annual general meeting to be held in 2027 and until their successor shall have been elected and qualified. The Class III directors shall hold office until the annual general meeting to be held in 2028 and until their successors shall have been elected and qualified. The Board may assign members of the Board already in office to such classes at the time such classification becomes effective. If the number of directors is changed, any newly created directors or decrease in directors must be apportioned by the board among the classes to make them equal in number.

In addition, under certain circumstances, our amended and restated articles of association allow our board of directors to appoint directors to fill vacancies on our board of directors or in addition to the acting directors (subject to the limitation on the number of directors), in one of the classes and until the next annual general meeting according to the appropriate class in which directors may be appointed or terminated.

Under the Companies Law, any shareholder holding at least one percent of our outstanding voting power may ask to add nomination of a director for the approval of the general meeting of shareholders, however, as a company listed on an exchange outside of Israel, a matter relating to the appointment or removal of a director may only be requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of the shareholders. However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our board of directors. Any such notice must include certain information, including the consent of the proposed director nominee to serve as our director if elected, and a declaration that the nominee signed declaring that he or she possesses the requisite skills and has the availability to carry out his or her duties. Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law.

Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that the minimum number of directors of our company who are required to have accounting and financial expertise is one.

The board of directors must elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman. Pursuant to the Companies Law, neither the chief executive officer nor any of his or her relatives is permitted to serve as the chairman of the board of directors, and a company may not vest the chairman or any of his or her relatives with the chief executive officer’s authorities. In addition, a person who reports, directly or indirectly, to the chief executive officer may not serve as the chairman of the board of directors; the chairman may not be vested with authorities of a person who reports, directly or indirectly, to the chief executive officer; and the chairman may not serve in any other position in the company or a controlled company, but he or she may serve as a director or chairman of a controlled company. However, the Companies Law permits a company’s shareholders to determine, for a period not exceeding three years from each such determination or five years following a company’s initial public offering, that the chairman or his or her relative may serve as chief executive officer or be vested with the chief executive officer’s authorities, and that the chief executive officer or his or her relative may serve as chairman or be vested with the chairman’s authorities. Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company. We refer to this special majority hereinafter as the Special Majority Approval. The chairman of our board of directors is Mr. Oz Adler.

The board of directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees, subject to certain limitations. Unless otherwise expressly provided by the board of directors, the committees shall not be empowered to further delegate such powers. The composition and duties of our audit committee and compensation committee are described below.

The board of directors oversees how management monitors compliance with our risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by us. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to our audit committee.

ExternalDirectors

Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies” are required to appoint at least two external directors who meet the qualification requirements under the Companies Law. Pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, which do not have a “controlling shareholder,” may, subject to certain conditions, “opt out” from the Companies Law requirements to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors (other than the gender diversification rule under the Companies Law, which requires the appointment of a director from the other gender if at the time a director is appointed all members of the board of directors are of the same gender). In accordance with these regulations, after determining that we no longer have a controlling shareholder, on May 15, 2024, our Board of Directors elected to “opt out” from the Companies Law requirement to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation committee of our board of directors. The transition rules set forth under the regulations promulgated under the Companies Law provide that Mr. Israel Berenstein and Mr. Tomer Etzyoni, our former external directors, have the right to remain in office as our directors at their option after the “opt out’ is adopted until the earlier of such directors’ original end of term of office or the second annual meeting of shareholders after the adoption of the exemption, which in the case of both is was until the date of our annual meeting of shareholders held in 2025. Accordingly, the Board of Directors resolved to reappoint each of Mr. Tomer Etzyoni and Mr. Israel Berenstein to serve as a Class II and Class III director, respectively.

AlternateDirectors

Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, subject to the conditions set thereto including approval of the nominee by our board of directors, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever. Under the Companies Law, a person who is not qualified to be appointed as a director, a person who is already serving as a director or a person who is already serving as an alternate director for another director, may not be appointed as an alternate director. Nevertheless, a director who is already serving as a director may be appointed as an alternate director for a member of a committee of the board of directors so long as he or she is not already serving as a member of such committee. Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment.

Committeesof the Board of Directors

Our board of directors has established two standing committees, the audit committee and the compensation committee.

AuditCommittee

Our audit committee is composed of Tali Dinar, Israel Berenstein and Tomer Etzyoni. Israel Berenstein is the chairman of the audit committee.

CompaniesLaw Requirements

Under the Companies Law we are required to appoint an audit committee.

AuditCommittee Role

Under the Companies Law, our audit committee will be responsible for:

(i)	determining<br> whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors<br> to improve such practices;
(ii)	determining<br> whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and<br> whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions<br> with a controlling shareholder or in which a controlling shareholder has a personal interest. See “Item 6.C. Board Practices<br> - Fiduciary Duties and Approval of Related Party Transactions under Israeli law” for additional information;
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(iii)	determining<br> the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that<br> are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as<br> determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may<br> be determined annually in advance by the audit committee;
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(iv)	examining<br> our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and<br> tools to dispose of its responsibilities;
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(v)	examining<br> the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors<br> or shareholders, depending on which of them is considering the appointment of our auditor;
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(vi)	establishing<br> procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection<br> to be provided to such employees; and
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(vii)	where<br> the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the<br> board of directors and proposing amendments thereto.
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Our board of directors adopted an audit committee charter which was effective upon the listing of our Ordinary Shares on Nasdaq setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq listing rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following:

●	oversight<br> of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of<br> our independent registered public accounting firm to the board of directors in accordance with Israeli law;
●	recommending<br> the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal<br> auditor and reviewing effectiveness of our system of internal control over financial reporting;
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●	recommending<br> the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board<br> of directors; and
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●	reviewing<br> and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive<br> reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our<br> board of directors if so required.
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NasdaqListing Rules for Audit Committee

Under the Nasdaq listing rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.

As noted above, the members of our audit committee include Israel Berenstein, Tomer Etzyoni and Tali Dinar, each of whom is “independent,” as such term is defined in under Nasdaq listing rules and Rule 10A-3 under the Exchange Act. All members of our audit committee meet the requirements for financial literacy under the Nasdaq listing rules. Our board of directors has determined that Tali Dinar is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq listing rules.

CompensationCommittee

Our compensation committee is composed of Tali Dinar, Tomer Etzyoni and Israel Berenstein. Israel Berenstein is the chairman of the compensation committee.

CompaniesLaw Requirements

Under the Companies Law, the board of directors of any public company must establish a compensation committee.

Our compensation committee acts pursuant to a written charter. Our compensation committee complies with the provisions of the Companies Law, the regulations promulgated thereunder, and our amended and restated articles of association, on all aspects referring to its independence, authorities and practice. Our compensation committee follows home country practice as opposed to complying with the compensation committee membership and charter requirements prescribed under the Nasdaq listing rules.

NasdaqListing Rules for Compensation Committee

Under the corporate governance rules of Nasdaq, we are required to maintain a compensation committee consisting of at least two independent directors.

Our board of directors has determined that each member of our compensation committee is independent under the corporate governance rules of Nasdaq, including the additional independence considerations applicable to the members of a compensation committee.

CompensationCommittee Role

Our compensation committee reviews and recommends to our board of directors: with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.

The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of office holders, to which we refer as a compensation policy. Such policy must be adopted by the company’s board of directors, after considering the recommendations of the compensation committee. The compensation policy is then brought for approval by our shareholders, which requires the approval of a special majority. See “Item 6.C.- Board Practices - Fiduciary Duties and Approval of Related Party Transactions under Israeli law” for additional information. Under the Companies Law, the board of directors may adopt the compensation policy if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy, the compensation committee and the board of directors revisit the matter and determine that adopting the compensation policy would be in the best interests of the company.

On July 17, 2024, our shareholders approved our new Compensation Policy, which unless amended and restated prior, shall remain in effect until July 16, 2027. The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk management, size and the nature of its operations. The compensation policy must furthermore consider the following additional factors:

●	the<br> education, skills, expertise and accomplishments of the relevant officer holder;
●	the<br> officer holder’s roles and responsibilities and prior compensation agreements with him or her;
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●	the<br> relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees<br> of the company (including those employed through manpower companies), in particular the ratio between such cost to the average and<br> median salary of such employees of the company including the impact of disparities in salary upon work relationships in the company;
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●	if<br> the terms of employment include variable components the possibility of reducing variable compensation at the discretion of the board<br> of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and
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●	as<br> to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period,<br> the company’s performance during that period of service, the person’s contribution towards the company’s achievement<br> of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.
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The compensation policy must also include the following principles:

●	with<br> the exception of office holders who report to the chief executive officer, a means of determining the variable components on the<br> basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable<br> components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount is<br> not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company;
●	the<br> relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of payment,<br> or in the case of equity-based compensation, at the time of grant;
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●	the<br> conditions under which an officer holder would be required to repay compensation paid to him or her if it was later shown that the<br> data upon which such compensation was based was inaccurate and such data was restated in the company’s financial statements;
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●	the<br> minimum holding or vesting period for variable, equity-based compensation to be set in the terms of office or employment, as applicable,<br> while taking into consideration long-term incentives; and
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●	maximum<br> limits for severance compensation.
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The compensation policy must also consider appropriate incentives from a long-term perspective.

The compensation committee is responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including:

●	recommending<br> whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval<br> of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years);
●	recommending<br> to the board of directors, periodic updates to the compensation policy;
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●	assessing<br> implementation of the compensation policy;
●	administering<br> the Company’s clawback policy;
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●	determining<br> whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and
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●	determining<br> whether to approve the terms of compensation of office holders that require the committee’s approval.
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Our compensation policy is designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance. To that end, a portion of an executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance. On the other hand, our compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.

Our compensation policy also addresses our executive officer’s individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers, and considers the internal ratios between compensation of our executive officers and directors and other employees. Pursuant to our compensation policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses, equity-based compensation, benefits and retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. In addition, our compensation policy provides for maximum permitted ratios between the total variable (cash bonuses and equity based compensation) and non-variable (base salary) compensation components, in accordance with an officer’s respective position with the company.

An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The annual cash bonus that may be granted to executive officers other than our chairman or Chief Executive Officer may be based entirely on a discretionary evaluation. Our Chief Executive Officer will be entitled to recommend performance objectives to such executive officers, and such performance objectives will be approved by our compensation committee (and, if required by law, by our board of directors).

The performance measurable objectives of our Chief Executive Officer will be determined annually by our compensation committee (and, if required by law, by our board of directors). A less significant portion of the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the Chief Executive Officer’s respective overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria.

The equity-based compensation under our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term. Our compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares and phantom, options, in accordance with our share incentive plan then in place. Share options granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers. The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the executive officer.

In addition, our compensation policy contains compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, enables our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy) and allows us to exculpate, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.

Following the SEC approval of Nasdaq’s proposed clawback listing standards, under Rule 10D-1, or the Clawback Listing Rules, which directed companies to adopt and comply with a written clawback policy, to disclose and file the policy as an exhibit to its annual reports, we have adopted as of October 2, 2023, a clawback policy as contemplated pursuant to the Clawback Listing Rules, and have filed as Exhibit 97 to this Annual Report.

Our compensation policy also provides for compensation to the members of our board of directors either: (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time; or (ii) in accordance with the amounts determined in our compensation policy.

Nominatingand Governance Committee

Our nominating and governance committee is comprised of Tali Dinar, Israel Berenstein and Tomer Etzyoni. Israel Berenstein is the chairman of the nominating and governance committee.

Our nominating and corporate governance committee is responsible for, among other things:

●	identifying<br> individuals qualified to become members of our board of directors;
●	reviewing<br> the board of directors’ committee structure and recommending to the board of directors in connection with its nomination of<br> directors to serve as members of each committee; and
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●	recommending<br> to the board of directors regarding governance matters, including, but not limited to, the Articles of Association and the charters<br> of our other committees.
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Our board of directors adopted a written charter for the nominating and corporate governance committee, which is available on our website.

InternalAuditor

Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. The role of the internal auditor is to examine, among other things, whether a company’s actions comply with the law and proper business procedure. The audit committee is required to oversee the activities, and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan. An internal auditor may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the company’s independent accounting firm or its representative. The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company. Daniel Shapira from Daniel Shapira Accountants was appointed by the board of directors on December 13, 2022, to serve as the Internal Auditor of the Company.

Remunerationof Directors

Under the Companies Law, remuneration of directors is subject to the approval of the compensation committee, thereafter by the board of directors and thereafter, unless exempted under the regulations promulgated under the Companies Law, by the general meeting of the shareholders. In case the remuneration of the directors is in accordance with regulations applicable to remuneration of the external directors then such remuneration shall be exempt from the approval of the general meeting. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply.

FiduciaryDuties and Approval of Related Party Transactions under Israeli Law

FiduciaryDuties of Office Holders

The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company. An office holder is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title, a director, and any other manager directly subordinate to the general manager.

The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care of an office holder includes a duty to use reasonable means to obtain:

●	information<br> on the advisability of a given action brought for his approval or performed by him by virtue of his position; and
●	all<br> other important information pertaining to these actions.
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The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to:

●	refrain<br> from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal<br> affairs;
●	refrain<br> from any action that is competitive with the company’s business;
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●	refrain<br> from exploiting any business opportunity of the company to receive a personal gain for himself or others; and
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●	disclose<br> to the company any information or documents relating to the company’s affairs which the office holder has received due to his<br> position as an office holder.
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RelatedParty Transactions

Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if:

●	the<br> office holder acts in good faith and the act or its approval does not cause harm to the company; and
●	the<br> office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the<br> company sufficient time before the company’s approval of such matter.
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Any such approval is subject to the terms of the Companies Law, setting forth, among other things, the appropriate bodies of the company required to provide such approval, and the methods of obtaining such approval.

Disclosureof Personal Interests of an Office Holder

The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company. A personal interest includes an interest of any person in an act or transaction of a company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director, or general manager or in which such person has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office holder with respect to the officer holder’s vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal interest in the matter.

The Companies Law does not specify to whom within us nor the manner in which required disclosures are to be made. We require our office holders to make such disclosures to our board of directors.

Under the Companies Law, unless the articles of association of a company provide otherwise, a transaction with an office holder or with a third party in which the office holder has a personal interest, which is not an extraordinary transaction requires the approval of the board of directors or a committee authorized by the board of directors. If the transaction is an extraordinary transaction in which an office holder has a personal interest, first the audit committee and then the board of directors, in that order, must approve the transaction. Under specific circumstances, shareholder approval may also be required.

Under the Companies Law, an extraordinary transaction is a transaction:

●	not<br> in the ordinary course of business;
●	not<br> on market terms; or
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●	that<br> is likely to have a material effect on the company’s profitability, assets or liabilities.
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Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting, or vote on this matter, unless the chairman of the audit committee or board of directors (as applicable) determines that he or she should be present in order to present the transaction that is subject to approval. A director who has a personal interest in a transaction, which is considered at a meeting of the board of directors or the audit committee, may not be present at this meeting or vote on this matter, unless a majority of members of the board of directors or the audit committee, as the case may be, has a personal interest. If a majority of the board of directors has a personal interest, then shareholder approval is generally also required.

Disclosureof Personal Interests of a Controlling Shareholder

Under the Companies Law, certain disclosure requirements also apply to a controlling shareholder of a public company, in which a controlling shareholder has a personal interest. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a controlling shareholder has a personal interest, as well as transactions for the provision of services whether directly or indirectly by a controlling shareholder or his or her relative, or a company such controlling shareholder controls, and transactions concerning the terms of engagement and compensation of a controlling shareholder or a controlling shareholder’s relative, whether as an office holder or an employee, require the approval of (i) the audit committee or the compensation committee, as the case may be, (ii) the board of directors and (iii) a majority of the shares voted by the shareholders of the company participating and voting on the matter in a shareholders’ meeting. In addition, the shareholder approval must fulfill one of the following requirements:

●	at<br> least a majority of the shares held by shareholders who are not controlling shareholders and have no personal interest in the transaction<br> and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or
●	the<br> shares voted by shareholders who and non-controlling shareholders and have no personal interest in the transaction who vote against<br> the transaction represent no more than 2% of the voting rights in the company.
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In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances. In addition, transactions with a controlling shareholder or a controlling shareholder’s relative who serves as an executive officer in a company, directly or indirectly (including through a corporation under his control), involving the receipt of services by a company or their compensation can have a term of five years from the company’s initial public offering under certain circumstances.

The Companies Law requires that every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding a transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question. Failure to so indicate will result in the invalidation of that shareholder’s vote for purposes of the Special Majority Approval.

Approvalof the Compensation of Directors and Executive Officers

The compensation of, or an undertaking to indemnify, insure or exculpate, an office holder who is not a director requires the approval of the company’s compensation committee, followed by the approval of the company’s board of directors, and, if such compensation arrangement or an undertaking to indemnify, insure or exculpate is inconsistent with the company’s stated compensation policy, or if the said office holder is the chief executive officer of the company (subject to a number of specific exceptions), then such arrangement is subject to the approval of our shareholders, subject to the Special Majority Approval.

*Directors.*Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the general meeting of our shareholders. If the compensation of our directors is inconsistent with our stated compensation policy, then, provided that those provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and board of directors, shareholder approval by the Special Majority Approval will be required.

Executiveofficers other than the chief executive officer. The Companies Law requires the approval of the compensation of a public company’s executive officers (other than the chief executive officer and who does not also serve as a director) in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) only if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders by the Special Majority Approval. However, if the shareholders of the company do not approve a compensation arrangement with a non-director executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.

An amendment to an existing compensation arrangement with a non-director executive officer requires only the approval of the compensation committee, if the compensation committee determines that the amendment is immaterial. However, if such non-director executive officer is subordinate to the chief executive officer, an immaterial amendment to an existing compensation arrangement shall not require the approval of the compensation committee if (i) such amendment is approved by the chief executive officer, (ii) the company’s compensation policy allows for such immaterial amendments to be approved by the chief executive officer and (iii) the engagement terms are consistent with the company’s compensation policy.

Chiefexecutive officer. Under the Companies Law, the compensation of a public company’s chief executive officer is required to be in the following order approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders by a Special Majority Approval (provided that with respect to a Chief Executive Officer who is also a director of the company, the approval of the shareholders by a simple majority. is required). However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provides detailed reasons for their decision, provided that the chief executive officer is not also a director of the company. In the case of a new chief executive officer, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have on the date of his appointment or during the two-year period preceding his appointment, an “affiliation” (including an employment relationship, a business or professional relationship or control) with the company or a controlling shareholder of the company or a relative thereof) and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). However, if the chief executive officer candidate will serve as a member of the board of directors, such candidate’s compensation terms as chief executive officer must be approved in accordance with the rules applicable to approval of compensation of directors.

The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by the Special Majority Approval.

Dutiesof Shareholders

Under the Companies Law, a shareholder has a duty to refrain from abusing his power in the company and to act in good faith and in a customary manner in exercising his rights and performing his obligations toward the company and other shareholders, including, among other things, in voting at general meetings of shareholders (and at shareholder class meetings) on the following matters:

●	amendment<br> of the articles of association;
●	increase<br> in the company’s authorized share capital;
---	---
●	merger;<br> and
---	---
●	the<br> approval of related party transactions and acts of office holders that require shareholder approval.
---	---

A shareholder also has a general duty to refrain from oppressing other shareholders. The remedies generally available upon a breach of contract will also apply to a breach of the above-mentioned duties, and in the event of oppression of other shareholders, additional remedies are available to the injured shareholder.

In addition, any controlling shareholder, any shareholder that knows that its vote can determine the outcome of a shareholder vote and any shareholder that, under a company’s articles of association, has the power to appoint or prevent the appointment of an office holder, or has another power with respect to a company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account.

Exculpation,Insurance and Indemnification of Directors and Officers

Insurance

As permitted under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association:

●	breach<br> of his or her duty of care to the company or to a third party, including a breach arises out of the negligent conduct of the office<br> holder;
●	a<br> breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause<br> to assume that his or her act would not prejudice the company’s interests; and
---	---
●	a<br> financial liability imposed upon him or her in favor of a third party.
---	---

●	financial<br> liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding, pursuant to<br> certain provisions of the Israeli Securities Law;
●	expenses<br> incurred or to be incurred by an office holder in connection with an administrative proceeding, instituted against him or her, pursuant<br> to certain provisions of the Israeli Securities Law, including reasonable litigation expenses, and including attorneys’ fees;<br> and
---	---
●	any<br> other event in respect of which it is permitted and/or shall be permitted by Law to insure the liability of an officeholder.
---	---

Our amended and restated articles of association provide that we may incuse an office holder against the abovementioned liabilities. Accordingly, we maintain directors’ and officers’ liability insurance, providing total coverage of $5 million for the benefit of all of our directors and officers, in respect of which we expect to pay a seventeen-month premium of $306 thousand, which expires in July 22, 2026.

Indemnification

The Companies Law and the Israeli Securities Law, 5728-1968, or the Securities Law, provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

●	a<br> financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity<br> as an office holder, including a settlement or arbitrator’s award approved by a court;
●	reasonable<br> litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding<br> instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment<br> (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no<br> financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as<br> a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense<br> that does not require proof of criminal intent; or (b) in connection with a monetary sanction;
---	---
●	reasonable<br> litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings<br> that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal<br> proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal<br> intent;
---	---
●	expenses<br> incurred by an office holder in connection with an administrative procedure under the Securities Law, including reasonable litigation<br> expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters<br> H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement<br> Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law; and
---	---
●	any<br> other obligation or expense in respect of which it is permitted or will be permitted under the Companies Law, to indemnify an officer<br> or director, subject to and in accordance with all applicable law.
---	---

The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion:

●	to<br> events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the<br> undertaking to indemnify is made; and
●	in<br> amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable<br> under the circumstances.
---	---

We have entered into our standard form of indemnification agreement, the form of which is filed as an exhibit to this Annual Report, with each of our directors and with all members of our senior management. Each such indemnification agreement provides the indemnified person with indemnification to the maximum extent permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors’ and officers’ insurance or other indemnification agreement.

Exculpation

Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association. Our amended and restated articles of association provide that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations, under the indemnification agreements, we exculpate and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law. An Israeli company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited dividend or distribution to shareholders.

Limitations

The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty except for indemnification and insurance for a breach of loyalty to the extent the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.

Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to directors, the chief executive officer or controlling shareholders, their relatives and third parties in which controlling shareholders have a personal interest, also by the shareholders. However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee if the engagement terms are determined in accordance with the company’s compensation policy, which was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets, or obligations.

Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.

The foregoing descriptions summarize the material aspects and practices of our board of directors. For additional details, we also refer you to the full text of the Companies Law, as well as of our amended and restated articles of association, which are filed as exhibits to this Annual Report and are incorporated herein by reference.

As of the date of this Annual Report, no claims for directors’ and officers’ liability insurance have been filed under this policy and we are not aware of any pending or threatened litigation or proceeding involving any of our office holders, including our directors, in which indemnification is sought.

D.Employees

As of the date of this Annual Report, we had 33 full-time employees and 5 part-time employee. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.

None of our employees are members of a union or subject to the terms of a collective bargaining agreement. However, in Israel, we are subject to certain Israeli Labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office, and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement. We have never experienced labor related work stoppages or strikes and believe that our relations with our employees are good.

All of our employment and consulting agreements include the employee’s and consultant’s undertaking with respect to assignment to us of intellectual property rights developed in the course of employment and confidentiality provisions. The enforceability of such provisions may be limited by Israeli law.

E.Share Ownership

See “Item 7.A. Major Shareholders” below.

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 27, 2026, by:

●	each<br> person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;
●	each<br> of our directors and executive officers; and
---	---
●	all<br> of our directors and executive officers as a group.
---	---

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to Ordinary Shares. Ordinary Shares issuable pursuant to outstanding options or warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days after March 27, 2026, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Percentage of shares beneficially owned is based on 809,169 Ordinary Shares outstanding on March 27, 2026.

We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of our company at a subsequent date. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise noted below, each beneficial owner’s address is c/o Nexera Technologies Ltd, 7 Mezada Street, Bnei Brak, Israel 5126112.

	No. of Shares Beneficially Owned
Holders of 5% or more of our voting securities:
-
Directors and executive officers who are not 5% holders:
Eliyahu Zamir^(1)^		1,494	*
Liron Carmel^(2)^		187	*
Tali Dinar^(3)^		187	*
Moshe Revach^(4)^		2,330	*
Ronen Zalayet^(5)^		935	*
Naor Bergman^(6)^		935	*
Oz Adler^(7)^		1,125	*
Amitay Wiess^(8)^		187	*
Tomer Etzyoni^(9)^		187	*
Israel Berenstein^(10)^		187	*
All directors and executive officers as a group (10 persons)			*
*	Indicates<br> less than 1%.
---	---
(1)	Includes (i) 482 vested<br> RSUs and (ii) 1,012 RSUs vesting within 60 days of March 27, 2026.
---	---
(2)	Includes (i) 60 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.
(3)	Includes (i) 60 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.
(4)	Includes (i) 2,203 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.
(5)	Includes (i) 302 vested<br> RSUs and (ii) 633 RSUs vesting within 60 days of March 27, 2026.
(6)	Includes (i) 302 vested<br> RSUs and (ii) 633 RSUs vesting within 60 days of March 27, 2026.
(7)	Includes: (i) 2 ordinary<br> shares; (ii) 362 vested RSUs; (iii) 759 RSUs vesting withing 60 days of March 27, 2026 and (iv) warrants to purchase up to 2 Ordinary<br> Shares exercisable within 60 days of March 27, 2026 at an exercise price of $43,749.2 per Ordinary Share.
(8)	Includes (i) 60 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.
(9)	Includes (i) 60 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.
(10)	Includes (i) 60 vested<br> RSUs and (ii) 127 RSUs vesting within 60 days of March 27, 2026.

Significant Changes in Percentage Ownershipby Major Shareholders

Invest Pro Shukai Hon Ltd., L.I.A. Pure Capital Ltd. and Capitalink Ltd. have each previously filed a Schedule 13G to the SEC on February 11, 2026, January 28, 2026, and January 28, 2026, reporting beneficial ownership of 9.99% each. To our knowledge, due to, among other reasons, recent share issuances in the Company, their holdings have been diluted and they each no longer have beneficial ownership of 5% or more of our Ordinary Shares. Each of Jeffrey J. Conroy, XYLO Technologies Ltd, Viki Hakmon were previously major shareholders of the Company during the past three years, however their holdings have been diluted and/or disposed and as a result they each are no longer major shareholders of the Company.

To our knowledge, other than these changes and as disclosed in the table above and in this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder during the past three years.

RecordHolders

As of March 27, 2026, there were 43 registered shareholders of our Ordinary Shares. This number is not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.

B.Related Party Transactions

The following is a description of related-party transactions we have entered into since January 1, 2023, with any of the members of the board of directors, executive officers or holders of more than 5% of any class of our voting securities at the time of such transaction.

Employmentand Service Agreements

We have entered into written employment and service agreements with each of our executive officers. All of these agreements contain customary provisions regarding confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under applicable law. In addition, we have entered into agreements with each executive officer and director pursuant to which we have agreed to indemnify each of them up to a certain amount and to the extent that these liabilities are not covered by directors and officers’ insurance. Members of our senior management are eligible for bonuses each year. The bonuses are payable upon meeting objectives and targets that are set by our Chief Executive Officer and approved annually by our board of directors that also set the bonus targets for our Chief Executive Officer. In addition, KeepZone entered into a consulting agreement with Moshe Revach, our director.

StockPurchase Agreement with SciSparc

On February 23, 2023, we and Jeffs’ Brands Holdings entered into a stock purchase agreement with SciSparc, or the Wellution Agreement, as amended on March 22, 2023 by Addendum No. 1 to the Wellution Agreement, or the Addendum, pursuant to which, on March 22, 2023, Jeffs’ Brands Holdings acquired from SciSparc 57shares of common stock of SciSparc Nutraceuticals, a wholly-owned subsidiary of SciSparc that owns and operates Wellution, a brand that sells hemp seed oil-based products on Amazon, representing approximately 49.1% of the issued and outstanding shares of common stock of SciSparc Nutraceuticals, for approximately $3.0 million in cash (including the Price Adjustment, as defined below), of which approximately $2.5 million was paid at the closing, or the Wellution Transaction. The Addendum provided for the payment by us to SciSparc of an additional amount of $489,330 in cash for the purchase price adjustments, or the Price Adjustment, related to inventory and working capital which was paid in five equal installments of $97,866. As collateral for the payment in full of the Price Adjustment, SciSparc held back 11 shares of common stock of SciSparc Nutraceuticals, which was released to Jeffs’ Brands Holdings on March 6, 2024, when the final payment was made. Mr. Oz Adler, the Chairman and a member of our board of directors is the chief executive officer and chief financial officer of SciSparc, Mr. Amitay Weiss, is the chairman of the board of directors of SciSparc, and is a member of our board of directors, and Mr. Moshe Revach is a member of our board of directors and SciSparc’s board of directors.

Pursuant to the Wellution Agreement, in connection with the closing of the Wellution Transaction, on March 22, 2023, we entered into a consulting agreement with SciSparc Nutraceuticals, or the SciSparc Consulting Agreement, pursuant to which we will provide management services to SciSparc Nutraceuticals for the Wellution brand for a monthly fee of $20,000, which was reduced to $10,000 in November 2023 and received a one-time signing bonus in the amount of $51,000. The SciSparc Consulting Agreement is for an undefined period of time and may be terminated by either party with 30 days’ advance notice.

Also pursuant to the Wellution Agreement, in connection with the closing of the Wellution Transaction, we issued Ordinary Shares to SciSparc and on March 29, 2023, SciSparc issued ordinary shares to us in a mutual share exchange, or, collectively, the Exchange Shares, representing approximately 2.97% and 4.99%, respectively, of the Company’s and SciSparc’s issued and outstanding ordinary shares as of the closing of the Wellution Transaction. The number of Exchange Shares acquired by each company was calculated by dividing $288,238, which was adjusted from $300,000, pursuant to the 4.99% ownership limitation included in the Wellution Agreement, by the average closing price of the relevant company’s shares on the Nasdaq Capital Market for the 30 consecutive trading days ending on the third trading day immediately prior to the closing date.

ResellerAgreement

On December 5, 2024, we entered into the ParaZero Reseller Agreement with ParaZero, pursuant to which we received an exclusive worldwide right to distribute and sell certain advanced drone safety systems developed by ParaZero and we are entitled to receive a percentage of the revenues generated from such sales. The ParaZero Reseller Agreement is in effect for a period of two years, with the option to renew for additional one year periods, and may be terminated by either party upon a 30 day advance notice period. Amitay Weiss, Moshe Revach and Tali Dinar, our directors, serve as members of the board of directors of ParaZero.

FortPurchase Agreement

On February 6, 2025, we entered into the Fort Purchase Agreement with Fort Technology, pursuant to which we completed the Fort Transaction. Mr. Moshe Revach and Mr. Oz Adler, our directors, are shareholders of Fort Technology, and Mr. Oz Adler is the chairman of the board of directors of Fort Technology, and Mr. Ronen Zalayet, our Chief Financial Officer, is the Chief Financial Officer of Fort Technology. See “Recent Developments – Fort Purchase Agreement” above for further information.

On February 5, 2026, we entered into a loan agreement with Fort Technology, pursuant to which we may provide loans, in the amount up to $450,000, to Fort Technology from time to time. The principal amount under the loan agreement accrues interest at a rate of 14% per annum and the outstanding amount is to be repaid by December 31, 2026.

January2026 Registered Direct Offering

On January 21, 2026, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold, at the closing on January 22, 2026, an aggregate of 714,286 Ordinary Shares at a purchase price of CAD 1.30 (approximately US$0.95) per share in a registered direct offering, for aggregate gross proceeds of approximately $2,404,275 before deducting offering expenses, and Eliyahu Zamir, our Chief Executive Officer, is a member of the board of directors of one of the investors.

C.Interests of Experts and Counsel

None.

ITEM

FINANCIAL INFORMATION.

A.Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements.”

LegalProceedings

From time to time, we may become involved in legal proceedings that arise in the ordinary course of business. During the period covered by the financial statements contained herein, we were not subject to any material legal proceedings that has had a material adverse effect on our financial position. No assurance can be given that future litigation will not have a material adverse effect on our financial position. When appropriate in management’s estimation, we may record reserves in our financial statements for pending litigation and other claims.

Dividends

We have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

The Companies Law imposes certain restrictions on our ability to declare and pay dividends. See “Divided and Liquidation Rights” in Exhibit 2.13 to this Annual Report for additional information.

Payment of dividends may be subject to Israeli withholding taxes. See “Item 10. E. Taxation” for additional information.

B.Significant Changes

No significant change, other than as otherwise described in this Annual Report, has occurred in our operations since the date of our consolidated financial statements included in this Annual Report.

ITEM

THE OFFER AND LISTING.

A.Offer and Listing Details

Our Ordinary Shares and Public Warrants were approved for listing on the Nasdaq Capital Market and commenced trading under the symbol “JFBR” and “JFBRW”, respectively, on August 26, 2022. Effective as of March 31, 2026, the symbol for our Ordinary Shares and Public Warrants was changed to “NEXR” and “NEXRW”, respectively.

B.Plan of Distribution

Not applicable.

C.Markets

See “Item 9A. Offer and Listing Details.”

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable.

F.Expenses of the Issue

Not applicable.

ITEM

ADDITIONAL INFORMATION

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

A copy of our amended and restated articles of association is attached as Exhibit 1.1 to this Annual Report. The information called for by this Item is set forth in Exhibit 2.13 to this Annual Report and is incorporated by reference into this Annual Report.

C.Material Contracts

For a description of each material contract, other than material contracts entered into in the ordinary course of business, to which we are or have been a party, for the two years immediately preceding the date of this Annual Report, see “Item 4.A. History and Development of the Company,” Item 4.B. Recent Developments “Item 4.B. Business Overview,” “Item 5.B. Liquidity and Capital Resources - Financial Arrangements,” “Item 6.C Board Practices - Indemnification,” “Item 6.C Share Ownership

Share Option Plan,” “Item 7.A. Major Shareholders,” and “Item 7.B. Related Party Transactions” above.

D.Exchange Controls

There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our Ordinary Shares or the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.

The ownership or voting of our Ordinary Shares by non-residents of Israel, except with respect to citizens of countries that are in a state of war with Israel, is not restricted in any way by our memorandum of association or amended and restated articles of association or by the laws of the State of Israel.

E.Taxation

Thefollowing description is not intended to constitute a complete analysis of all tax consequences relating to the ownership or dispositionof our Ordinary Shares. You should consult your own tax advisor concerning the tax consequences of your particular situation,as well as any tax consequences that may arise under the laws of any state, local, foreign, including Israeli, or other taxing jurisdiction.

IsraeliTax Considerations and Government Programs

The following is a description of the material Israeli income tax consequences concerning the acquisition, ownership and disposition of our Ordinary Shares. The following also contains a description of material relevant provisions of the current Israeli income tax structure applicable to companies in Israel, with reference to its effect on us. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. To the extent that the discussion is based on tax legislation which has not been subject to judicial or administrative interpretation, there can be no assurance that the applicable tax authorities or the courts will accept the views expressed in the discussion in question. The discussion below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below. The discussion is not intended, and should not be taken, as legal or professional tax advice and is not exhaustive of all possible tax considerations.

The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of our Ordinary Shares. Shareholders should consult their own tax advisors concerning the tax consequences of their particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.

GeneralCorporate Tax Structure in Israel

Israeli companies are generally subject to corporate tax, currently at the rate of 23%. However, the effective tax rate payable by a company that derives income from a Preferred Enterprise or Preferred Technological Enterprise (as discussed below) may be considerably less.

Capital gains derived by an Israeli resident company are subject to tax at the regular corporate tax rate. Under Israeli tax legislation, a corporation will be considered as an “Israeli resident company” if it meets one of the following criteria: (i) it was incorporated in Israel; or (ii) the control and management of its business are exercised in Israel.

Lawfor the Encouragement of Industry (Taxes), 5729-1969

The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies.”

The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident-company incorporated in Israel, which has 90% or more of its income in any tax year, other than income from certain government loans, derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961, referred to as the Ordinance. An “Industrial Enterprise” is defined as an enterprise which is held by an Industrial Company whose principal activity in a given tax year is industrial production.

The following corporate tax benefits, among others, are available to Industrial Companies:

●	amortization<br> of the cost to purchase a patent, rights to use a patent or know-how, that were purchased in good faith and are used for the development<br> or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised;
●	under<br> limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and
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●	expenses<br> related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.
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Eligibility for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.

Lawfor the Encouragement of Capital Investments, 5719-1959

The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets).

The Investment Law was significantly amended effective as of January 1, 2011, or the 2011 Amendment, and as of January 1, 2017, or the 2017 Amendment. The 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.

Taxbenefits under the 2011 Amendment

The 2011 Amendment canceled the availability of the benefits granted under the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 16% with respect to its income derived from its Preferred Enterprise, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 7.5%. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone.

Dividends distributed from income which is attributed to a “Preferred Enterprise” or a “Special Preferred Enterprise” should generally be subject to withholding tax at source at the following rates: (i) Israeli resident corporations - 0%, (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply), (ii) Israeli resident individuals - 20% and (iii) non-Israeli residents (individuals and corporations) - subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20%, or such lower rate as may be provided under the provisions of any applicable double tax treaty.

We currently do not intend to implement the 2011 Amendment.

Taxbenefits under the 2017 Amendment

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provided new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a technology company satisfying certain conditions should qualify as a Preferred Technological Enterprise, or PTE, and thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological Income”, as defined in the Investment Law. The tax rate is further reduced to 7.5% for a PTE located in development zone “A”. In addition, a PTE will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefited Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefited Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale received prior approval from the National Authority for Technological Innovation previously known as the Israeli Office of the Chief Scientist), to which we refer as IIA.

The 2017 Amendment further provides that a technology company satisfying certain conditions (including a group turnover of at least NIS 10 billion) should qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technological Enterprise should enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefited Intangible Assets” to a related foreign company if the Benefited Intangible Assets were either developed by the Special Preferred Technological Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from IIA. A Special Preferred Technological Enterprise that acquires Benefited Intangible Assets from a foreign company for more than NIS 500 million should be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed out of Preferred Technological Income to Israeli shareholders by a PTE or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, should generally be subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20%, or such lower rate as may be provided in an applicable tax treaty). However, if such dividends are paid to an Israeli company, no tax is generally required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, the aforesaid should apply). If such dividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate should be 4% (or such lower rate as may be provided in an applicable tax treaty, in either case, subject to the receipt in advance of a valid certificate from the ITA allowing for such reduced tax rate).

We are examining the potential impact of the 2017 Amendment and the degree to which we may qualify as a PTE, the amount of Preferred Technological Income that we may have and other benefits that we may receive from the 2017 Amendment in the future.

Taxationof our Shareholders

Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares of Israeli companies, by both residents and non-residents of Israel unless a specific exemption is available or a tax treaty between Israel and the seller’s country of residence provides otherwise. The Tax Ordinance distinguishes between real capital gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the relevant asset’s tax basis attributable to an increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of disposition. Inflationary surplus is not currently subject to tax in Israel. The real capital gain is the excess of the total capital gain over the inflationary surplus.

CapitalGains Taxes Applicable to Non-Israeli Resident Shareholders. A non-Israeli resident (whether an individual or a corporation) who derives capital gains from the sale of shares in an Israeli resident company purchased upon or after the registration of the shares on the TASE or on a regulated market outside of Israel (such as Nasdaq) should be exempt from Israeli tax unless the capital gain derived from the sale of shares was attributed to a permanent establishment that the non-resident maintains in Israel. However, a non-Israeli “body of persons” (as defined under the Tax Ordinance, which includes corporate entities, partnerships and other entities) will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest of more than 25% in such non-Israeli entity or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli entity, both, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed business income.

If not exempt, a non-Israeli resident shareholder would generally be subject to tax on capital gain at the ordinary corporate tax rate as specified in section 126 of the Tax Ordinance (23% in 2025), if generated by a company, or at a marginal tax rate according to section 121 of the Tax Ordinance but up to a rate of 25%, if generated by an individual, or 30%, if generated by an individual who is a “substantial shareholder” (as defined under the Tax Ordinance), at the time of sale or at any time during the preceding 12-month period (or if the shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares). A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means of control” generally include, among others, the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation as specified in section 126 of the Tax Ordinance (23% in 2025) and a marginal tax rate (up to 47% for an individual in 2025) as specified in section 121 of the Tax Ordinance (excluding excess tax as discussed below)) unless contrary provisions in a relevant tax treaty apply.

Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty between Israel and the shareholder’s country of residence. For example, under Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended, or the United States-Israel Tax Treaty, the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the United States-Israel Tax Treaty, or a Treaty U.S. Resident, is generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment that the shareholder maintains in Israel; (iv) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital of the company during any part of the 12-month period preceding the disposition, subject to certain conditions; or (v) such Treaty U.S. Resident is an individual and was present in Israel for a period or periods aggregating to 183 days or more during the relevant taxable year. In each case, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable.

Regardless of whether our non-Israeli shareholders may be liable for Israeli capital gains tax on the sale of their Ordinary Shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the ITA may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the ITA to confirm their status as non-Israeli tax residents, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold Israeli taxes at source.

CapitalGains Taxes Applicable to Israeli Resident Shareholders. An Israeli resident will generally be subject to a capital gains tax as an individual on any real capital gain at the rate of 25%. However, where an individual shareholder claims a deduction for interest expenditures or he is a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period, such gain will be taxed at the rate of 30%. Individual holders dealing in securities in Israel for whom the income from the sale of securities is considered “business income,” as defined in section 2(1) of the Ordinance, are taxed at the marginal tax rates applicable to business income (up to 47% in 2025 excluding, excess tax, if applicable, as described below).

An Israeli resident corporation that derives capital gains from the sale of shares of an Israeli resident company will generally be subject to tax on the real capital gain generated on such sale at the corporate tax rate of 23%.

Taxationof Non-Israeli Shareholders on Receipt of Dividends. Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our Ordinary Shares at the rate of 25%, which tax will be withheld at source, unless relief is provided in a treaty between Israel and the shareholder’s country of residence (provided that a certificate from the ITA allowing for a reduced withholding tax rate or a tax exemption is obtained in advance). With respect to a person who is a “substantial shareholder” (as detailed above) at the time of receiving the dividend or at any time during the preceding twelve months, the applicable tax rate is 30%. Dividends paid on publicly traded shares, like our Ordinary Shares, to non-Israeli residents, are generally subject to Israeli withholding tax at a rate of 25%, so long as the shares are registered with a nominee company (whether or not the recipient is a substantial shareholder), unless a lower rate is provided under an applicable tax treaty (provided that a certificate from the ITA allowing for a reduced withholding tax rate is obtained in advance). However, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced withholding tax rate, a distribution of dividends to non-Israeli residents is generally subject to withholding tax at source at a rate of 20% if the dividend is distributed from income attributed to a Preferred Enterprise or PTE, unless a reduced tax rate is provided under an applicable tax treaty. For example, under the United States-Israel Tax Treaty and subject to the eligibility to the benefits under such treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our Ordinary Shares who is a Treaty U.S. Resident is 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by our Preferred Enterprise or PTE, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to a Preferred Enterprise or PTE are not entitled to such reduction under the tax treaty but are subject to a withholding tax rate of 20% for a shareholder that is a U.S. corporation, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. The aforementioned rates under the United States-Israel Tax Treaty would not apply if the dividend income is derived through a permanent establishment of the U.S. resident in Israel. If the dividend is attributable partly to income derived from a Preferred Enterprise or PTE, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in the Code. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability.

A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not obligated to pay excess tax (as further explained below).

Taxationof Israeli Shareholders on Receipt of Dividends. An Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not). If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from Israeli corporate tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is liable to Israeli corporate tax (although, if such dividends are subsequently distributed to Israeli individuals or non-Israeli shareholders, the above shall apply). An exempt trust fund, pension fund or other entity that is exempt from tax under Section 9(2) or Section 129(C)(a)(1) of the Ordinance is exempt from tax on dividend.

ExcessTax

Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income exceeding NIS 721,560 for 2025 (which amount is generally linked to the annual change in the Israeli consumer price index (with the exception that based on Israeli new legislation such amount, and certain other statutory amounts will not be linked to the Israeli consumer price index for the years 2025-2027) , including, but not limited to, dividends, interest and capital gain. According to new legislation, in effect as of January 1, 2025, an additional 2% excess tax is imposed on Capital-Sourced Income (defined as income from any source other than employment income, business income or income from “personal effort”), to the extent that the Individual’s Capital Sourced Income exceeds the specified threshold of NIS 721,560 (and regardless of the employment/business income amount of such individual). This new excess tax applies, among other things, to income from capital gains, dividends, interest, rental income, or the sale of real property.

Estateand Gift Tax

Israeli tax law presently does not impose estate or gift taxes.

U.S.Federal Income Tax Considerations

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF ORDINARY SHARES, the Warrants, and the Ordinary Shares issued or issuable upon exercise of the Warrants, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.

Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the Ordinary Shares, the Warrants, and the Ordinary Shares issued or issuable upon exercise of the Warrants, collectively, the “securities”. For this purpose, a “U.S. Holder” is a holder of Ordinary Shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. Treasury regulations) created or organized under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; or (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations.

This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase our securities. This summary generally considers only U.S. Holders that will own our securities as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax consequences to a person that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof, (including with respect to the Tax Cuts and Jobs Act of 2017), and the U.S.-Israel Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the IRS with regard to the U.S. federal income tax treatment of an investment in our securities by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.

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This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder based on such holder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local, excise or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity;” (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our securities in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our securities as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts or grantor trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, securities representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of partnerships (or other pass-through entities) or persons who hold securities through a partnership or other pass-through entity are not addressed.

Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing of our securities, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.

Exerciseor Expiry of Warrants

No gain or loss will be realized on the exercise of a Warrant. When a Warrant is exercised, the U.S. Holder’s cost of the common share acquired thereby will be equal to the U.S. Holder’s adjusted cost basis of the Warrant plus the exercise price paid for the ordinary share. The expiry of an unexercised Warrant will generally give rise to a capital loss equal to the adjusted cost basis to the U.S. Holder of the expired Warrant. The holding period of the common share acquired thru the exercise of a Warrant includes the holding period of the Warrant.

Taxationof Dividends Paid on Securities

We do not intend to pay dividends in the foreseeable future and U.S. Holders of Warrants are not entitled to dividends. In the event that we do pay dividends, and subject to the discussion under the heading “Passive Foreign Investment Companies” below and the discussion of “qualified dividend income” below, a U.S. Holder, other than certain U.S. Holder’s that are U.S. corporations, will be required to include in gross income as ordinary income the amount of any distribution paid on securities (including distributions paid on Warrants if such warrants were to become entitled to dividends and the amount of any Israeli tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis for the securities to the extent thereof, and then capital gain. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income.

In general, preferential tax rates for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program. The IRS has stated that the U.S.-Israel Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.

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In addition, our dividends will be qualified dividend income if our securities are readily tradable on the Nasdaq Capital Market or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a PFIC, as described below under “Passive Foreign Investment Companies.” A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our securities for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our securities are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.

The amount of a distribution with respect to our securities will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Israeli taxes withheld therefrom. Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. dollar value. If the U.S. Holder subsequently converts the NIS into U.S. dollars or otherwise disposes of it, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.

Taxationof the Disposition of Securities

Except as provided under the PFIC rules described below under “Passive Foreign Investment Companies,” upon the sale, exchange or other disposition of our securities, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis for the securities in U.S. dollars and the amount realized on the disposition in U.S. dollar (or its U.S. dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale, exchange or other disposition of securities will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition. Individuals who recognize long-term capital gains may be taxed on such gains at reduced rates of tax. The deduction of capital losses is subject to various limitations.

PassiveForeign Investment Companies

Special U.S. federal income tax laws apply to U.S. taxpayers who own shares of a corporation that is a PFIC. We will be treated as a PFIC for U.S. federal income tax purposes for any taxable year that either:

●	75%<br> or more of our gross income (including our pro rata share of gross income for any company, in which we are considered to own 25%<br> or more of the shares by value), in a taxable year is passive; or
●	At<br> least 50% of our assets, averaged over the year and generally determined based upon fair market value (including our pro rata share<br> of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of,<br> or produce, passive income.
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For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from notional principal contracts. Cash is treated as generating passive income.

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Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2025, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of our securities.

If we currently are or become a PFIC, each U.S. Holder who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our securities at a gain: (1) have such distribution or gain allocated ratably over the U.S. Holder’s holding period for the securities, as the case may be; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to these special U.S. federal income tax rules.

The PFIC rules described above would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the securities while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. We do not intend to notify U.S. Holders if we believe we will be treated as a PFIC for any tax year. In addition, we do not intend to furnish U.S. Holders annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. Therefore, the QEF election will not be available with respect to our securities.

In addition, the PFIC rules described above would not apply if we were a PFIC and a U.S. Holder made a mark-to-market election. A U.S. Holder of our securities which are regularly traded on a qualifying exchange, including the Nasdaq Capital Market, can elect to mark the securities to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the securities and the U.S. Holder’s adjusted tax basis in the securities. Losses are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years.

U.S. Holders who hold our securities during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC. U.S. Holders are strongly urged to consult their tax advisors about the PFIC rules.

Taxon Net Investment Income

U.S. Holders who are individuals, estates or trusts will generally be required to pay a 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our securities), or in the case of estates and trusts on their net investment income that is not distributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.

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InformationReporting and Withholding

A U.S. Holder may be subject to backup withholding at a rate of 24% with respect to cash dividends and proceeds from a disposition of securities. In general, backup withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.

Pursuant to recently enacted legislation, a U.S. Holder with interests in “specified foreign financial assets” (including, among other assets, our securities, unless such securities are held on such U.S. Holder’s behalf through a financial institution) may be required to file an information report with the IRS if the aggregate value of all such assets exceeds $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year (or such higher dollar amount as may be prescribed by applicable IRS guidance); and may be required to file a Report of Foreign Bank and Financial Accounts if the aggregate value of the foreign financial accounts exceeds $10,000 at any time during the calendar year. You should consult your own tax advisor as to the possible obligation to file such information report.

F.Dividends and Paying Agents

Not applicable.

G.Statement by Experts

Not applicable.

H.Documents on Display

We are subject to certain information reporting requirements of the Exchange Act, applicable to foreign private issuers and under those requirements will file reports with the SEC. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and until March 18, 2026, our officers and directors were exempt, and our principal shareholders continue to be exempt, from the reporting provisions contained in Section 16 of the Exchange Act. Further, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form 6-K, unaudited half-yearly financial information.

We maintain a corporate website www.nexera-tech.io. Information contained on, or that can be accessed through, our website and the other websites referenced above do not constitute a part of this Annual Report. We have included these website addresses in this Annual Report solely as inactive textual references.

I.Subsidiary Information

Not applicable.

J.Annual Report to Security Holders

Not applicable.

104

ITEM

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 current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-minus. Accordingly, some of our cash and cash equivalents are held in deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of U.S. dollar/NIS, GBP/NIS and GBP/U.S. Dollar exchange rates, which is discussed in detail in the following paragraph. ****

Impactof Inflation and Currency Fluctuations

Our functional and reporting currency is the U.S. dollar. We incur some of our 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 2025. To date, we have not been subject to inflationary pressures. However, to mitigate any identified potential inflationary pressures, the Company purchased more inventory at the beginning of the year in order to avoid price increases that may be caused by the increase in inflation or shipping costs. We cannot assure you that we will not be adversely affected in the future.

The annual rate of inflation in Israel was 2.6% in 2025 and 3.2% in 2024. The NIS appreciated against the U.S. dollar by approximately 12.5% in 2025 and depreciated by approximately 0.55% in 2024. The NIS against the GBP appreciated by approximately 6.22% in 2025 and by approximately 1.0% in 2024.

ITEM

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.Debt Securities.

Not applicable.

B.Warrants and rights.

The information called for by this Item is set forth in Exhibit 2.13 to this Annual Report and is incorporated by reference into this Annual Report.

C.Other Securities

Not applicable.

D.American Depositary Shares

Not applicable.

105

PART

ITEM

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM

CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

General guidance from the SEC staff provides that if a registrant consummates a material purchase business combination during its fiscal year and it is not possible to conduct an assessment of the acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment, management may exclude the acquired business from management’s report on internal control over financial reporting.

In March 2025, the Company completed the acquisition of Pure Logistics. Pure Logistics represents 14.6% of the total assets and 14.3% of the total revenues of the company. Due to the timing of the acquisition and the scope of the integration activities required to incorporate the acquired entity’s operations into the Company’s internal control framework, management has excluded several transaction level processes and controls at Pure Logistics which represents 2% of total consolidated assets and 14.3% of total consolidated revenues from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. Management is in the process of integrating the acquired entity into the Company’s internal control structure and procedures and expects to include the internal control over financial reporting of Pure Logistics in the scope of its assessment for the fiscal year ending December 31, 2026.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

(b)Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

(c)Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the company’s registered public accounting firm due to an exemption for emerging growth companies under the JOBS Act.

(d)Changes in Internal Control over Financial Reporting

Other than the changes to our internal control over financial reporting resulting from the acquisition of a material business, Pure Logistics, in March 2025, there were no changes in our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM

[RESERVED]

ITEM

16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Tali Dinar is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq listing rules. Each of the members of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and satisfies the independent director requirements under the Nasdaq Stock Market Listing Rules.

106

ITEM

16B. CODE OF ETHICS

Codeof Business Conduct and Ethics

We have adopted a written Code of Business and Ethics that applies to our officers and employees, including the Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions, as well as our directors. Our Code of Business Ethics is posted on our website at www.nexera-tech.io. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. If we make any amendment to the Code of Business Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC including the instructions to Item 16B of Form 20-F. Any waiver of this Code for any Covered Person may be made only by the Board or the Audit Committee and will be promptly disclosed to stockholders and others, as required by applicable law. The Company must disclose changes to and waivers of the Code in accordance with applicable law. We have not granted any waivers under our Code of Business Conduct and Ethics.

ITEM

16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pre-Approvalof Auditors’ Compensation

Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm, or Brightman, has served as our principal independent registered public accounting firm for each of the two years ended December 31, 2025 and 2024.

The following table provides information regarding fees paid by us and our subsidiaries, to Brightman, including audit services, for the years ended December 31, 2025 and 2024.

	Year Ended December 31,
	2025		2024
Audit fees ^(1)^	$	428	$	210
Tax fees ^(2)^		5		3
Total	$	433	$	213
(1)	Includes<br> professional services rendered in connection with the audit of our and our subsidiaries’ annual financial statements, review<br> of our interim financial statements ,consents and comfort letters to underwriters.
---	---
(2)	Includes<br>Israeli tax compliance for the year ended December 31, 2025 and 2024.
---	---

Pre-Approvalof Auditors’ Compensation

Our board of directors have adopted an audit committee charter setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following:

●	oversight<br> of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of<br> our independent registered public accounting firm to the board of directors in accordance with Israeli law;
●	recommending<br> the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal<br> auditor and reviewing effectiveness of our system of internal control over financial reporting;
---	---

107

●	recommending<br> the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board<br> of directors; and
●	reviewing<br> and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive<br> reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our<br> board of directors if so required.
---	---

ITEM

16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM

16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM

16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM

16G. CORPORATE GOVERNANCE

The Sarbanes-Oxley Act, as well as related rules subsequently implemented by the SEC, require foreign private issuers, such as us, to comply with various corporate governance practices. In addition, we are required to comply with the Nasdaq Listing Rules. Under those rules, we may elect to follow certain corporate governance practices permitted under the Companies Law in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Listing Rules for U.S. domestic issuers.

In accordance with Israeli law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Listing Rules, we have elected to follow the provisions of the Companies Law, rather than the Nasdaq Listing Rules, with respect to the following requirements:

●

Quorum. While the Nasdaq Stock Market Listing Rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in the company’s bylaws, be no less than 33 1/3% of the company’s outstanding common voting stock, under Israeli law, a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our amended and restated articles of association provide that a quorum of two or more shareholders holding at least 25% of the voting rights in person or by proxy is required for commencement of business at a general meeting. However, the quorum set forth in our articles of association with respect to an adjourned meeting consists of at least one shareholders present in person or by proxy.

●

Compensation of officers. Israeli law and our articles of association do not require that the independent members of our board of directors (or a compensation committee composed solely of independent members of our board of directors) determine an executive officer’s compensation, as is generally required under the Nasdaq Stock Market Listing Rules with respect to the chief executive officer and all other executive officers. Instead, compensation of executive officers is determined and approved by our compensation committee and our board of directors, and in certain circumstances by our shareholders, either in consistency with our office holder compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations stated in the Companies Law (see “Item 6.C. - Board Practices - Fiduciary Duties and Approval of Related Party Transactions under Israeli Law” for additional information).

---

108

●	Shareholder approval. We will seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies<br> Law, rather than seeking approval for corporation actions in accordance with Nasdaq Listing Rule 5635. In particular, under this<br> Nasdaq listing rule, shareholder approval is generally required for: (i) an acquisition of shares/assets of another company that<br> involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder<br> has greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of shares leading to<br> a change of control; (iii) adoption or amendment of equity compensation arrangements (although under the provisions of the Companies<br> Law there is no requirement for shareholder approval for the adoption/amendment of the equity compensation plan); and (iv) issuances<br> of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company<br> via a private placement (and/or via sales by directors/officers/5% shareholders) if such equity is issued (or sold) at below the<br> greater of the book or market value of shares. By contrast, we follow Israeli practice, which is to have equity compensation plans<br> approved only by the compensation committee and board of directors, unless such arrangements are for the compensation of chief executive<br> officer or directors, in which case they also require the approval of the shareholders. In addition, we follow Israeli law, under<br> which a private placement of securities requires approval by our board of directors and shareholders if it will cause a person to<br> become a controlling shareholder (generally presumed at 25% ownership) or if: (a) the securities issued amount to 20% or more of<br> our outstanding voting rights before the issuance; (b) some or all of the consideration is other than cash or listed securities or<br> the transaction is not on market terms; and (c) transaction will increase the relative holdings of a shareholder that holds 5% or<br> more of our outstanding share capital or voting rights or will cause any person to become, as a result of the issuance, a holder<br> of more than 5% of our outstanding share capital or voting rights.
●	Approval of Related Party Transactions. All related party transactions are approved in accordance with the requirements and procedures<br> for approval of interested party acts and transaction as set forth in the Companies Law, which requires the approval of the audit<br> committee, or the compensation committee, as the case may be, the board of directors and shareholders, as may be applicable, for<br> specified transactions, rather than approval by the audit committee or other independent body of our board of directors as required<br> under the Nasdaq Listing Rules (see “Item 6.C.- Board Practices - Fiduciary Duties and Approval of Related Party Transactions<br> under Israeli Law” for additional information).
---	---
●	Annual Shareholders Meeting. As opposed to the Nasdaq listing Rule 5620(a), which mandates that a listed company hold its annual shareholders<br> meeting within one year of the company’s fiscal year-end, we are required, under the Companies Law, to hold an annual shareholder<br> meeting each calendar year and within 15 months of the last annual shareholders meeting.
---	---
●	Distribution of periodic reports to shareholders; proxy solicitation. As opposed to the Nasdaq Listing Rules, which require listed issuers<br> to make such reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute<br> periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports<br> to shareholders but to make such reports available through a public website. In addition to making such reports available on a public<br> website, we currently make our audited consolidated financial statements available to our shareholders at our offices and will only<br> mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation<br> rules.
---	---

ITEM

16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM

16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

109

ITEM

16J. INSIDER TRADING POLICIES

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is attached as Exhibit 11.1 to this Annual Report.

ITEM

16K. CYBERSECURITY

We use a third-party sub-contractor to manage all Information Technology (IT) issues, including protection against, detection, and response to cyberattacks.

The measures that are taken to ensure proper protection include:

●	All computers are protected using a cloud-powered endpoint security solution that helps enterprises prevent, detect, investigate, and respond to advanced threats on their networks. It offers endpoint protection, endpoint detection and response, mobile threat defense, and integrated vulnerability management. It also provides, among other things, malware and spyware detection and remediation, rootkit detection and remediation and network vulnerability detection.
●	All<br> Company computer hard drives are automatically encrypted.
---	---
●	All<br> Company e-mails are protected by a cloud-based email filtering service designed to protect the Company against advanced threats related<br> to email and collaboration tools.
---	---
●	Periodically,<br> all users on the Company’s computer network are required to perform multi-factor authentication.
---	---
●	The<br> Company uses a cloud-based identity and access management service that enables access to external resources.
---	---
●	Backup<br> is performed using a secure, automatic cloud-based backup and restore service.
---	---

Additionally, we believe that our third-party vendors and service providers have their own respective cybersecurity protocols which our management believes to be adequate for protecting any of the Company’s data that might be in their possession from time to time; however, having such protocols is not necessarily a condition for us using or not using the services of any such vendors or providers.

Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations or financial condition. The Company is not aware of any material security breach to date. Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems and information.

110

PART

III

ITEM

FINANCIAL STATEMENTS

We have elected to provide financial statements and related information pursuant to Item 18.

ITEM

FINANCIAL STATEMENTS

The financial statements and the related notes required by this Item are included in this Annual Report beginning on page F-1.

ITEM

EXHIBITS

The following documents are filed as part of this Annual Report.

Number	Exhibit Description
1.1	Amended and Restated Articles of Association of Nexera Technologies Ltd.
2.1	Form<br> of Warrant (filed as Exhibit 4.2 to Form F-1 (File No. 333-262835) filed on May 5, 2022, and incorporated herein by reference).
2.2	Form<br> of Underwriter’s Warrant (filed as Exhibit 4.5 to Form F-1 (File No. 333-262835) filed on May 5, 2022, and incorporated herein<br> by reference).
2.3	Form<br> of Additional Warrant (filed as Exhibit 4.6 to Form F-1 (File No. 333-262835) filed on August 16, 2022, and incorporated herein by<br> reference).
2.4	Form<br> of Investor Warrant (filed as Exhibit 4.5 to Post Effective Amendment to Form F-1 (File No. 333-262835) filed on November 28, 2022,<br> and incorporated herein by reference).
2.5	Form<br> of Series A Warrant, (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482) filed on January 29, 2024, and incorporated herein by<br> reference).
2.6	Form<br> of Series B Warrant, (filed as Exhibit 4.2 to Form 6-K (File No. 001-41482) filed on January 29, 2024, and incorporated herein by<br> reference).
2.7	Amended<br> and Restated Warrant to Purchase Ordinary Shares of Jeffs Brands Ltd (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482) filed<br> on September 9, 2025, and incorporated herein by reference).
2.8	Form<br> of Pre-Funded Warrant to Purchase Ordinary Shares of Jeffs’ Brands Ltd (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482)<br> filed on May 29, 2025 and incorporated herein by reference).
2.9	Form<br> of Convertible Promissory Note (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482) filed on June 26, 2025, and incorporated herein<br> by reference).
2.10	Convertible<br> Promissory Note (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482) filed on December 16, 2025, and incorporated herein by reference).
2.11	Third<br> Convertible Promissory Note (filed as Exhibit 4.1 to Form 6-K (File No. 001-41482) filed on February 19, 2026, and incorporated herein<br> by reference).
2.12	Warrant<br> to Purchase Ordinary Shares of Jeffs’ Brands Ltd (filed as Exhibit 4.2 to Form 6-K (File No. 001-41482) filed on February 19,<br> 2026 and incorporated herein by reference).
2.13*	Description<br> of Securities.
4.1+	Form<br> of Indemnification Agreement (filed as Exhibit 10.1 to Post Effective Amendment to Form F-1 (File No. 333-262835) filed on November<br> 28, 2022, and incorporated herein by reference).
4.2	Form<br> of Warrant Agent Agreement (filed as Exhibit 4.1 to Form F-1 (File No. 333-262835) filed on May 5, 2022, and incorporated herein<br> by reference).
4.3+	Jeffs’<br> Brands Ltd 2022 Incentive Option Plan (filed as Exhibit 10.21 to Form F-1 (File No. 333-262835) filed on May 5, 2022, and incorporated<br> herein by reference).

111

4.4+	Jeffs’<br> Brands Ltd 2024 Share Incentive Plan (filed as Exhibit 99.1 to Form S-8 (File No. 333-280459 filed on June 25, 2024, and incorporated<br> herein by reference).
4.5+	Services<br> Agreement, dated October 24, 2022, as amended on September 5, 2024 by and between Jeffs’ Brands Ltd and D.S. Blue White Assets<br> (2006) Ltd (filed as Exhibit 4.7 to Form 20-F (File No. 001-41482) filed on March 31, 2025 and incorporated herein by reference).
4.6+	Second<br> Amendment to Services Agreement, dated January 1, 2026 by and between Jeffs’ Brands Ltd and D.S. Blue White Assets (2006) Ltd
4.7	Warehouse<br> Services Agreement, dated October 31, 2022, between Pure NJ Logistics LLC and Smart Repair Pro. (filed as Exhibit 10.24 to Post Effective<br> Amendment to Form F-1 (File No. 333-262835) filed on November 28, 2022, and incorporated herein by reference).
4.8+	Compensation<br> Policy for Executive Officers and Directors (filed as Exhibit 99.1 to Form 6-K (File No. 001-41482) filed on June 11, 2024, and incorporated<br> herein by reference).
4.9+	Consulting<br> Agreement, dated March 22, 2023, as amended on November 1, 2023, by and between Jeffs’ Brands Ltd and SciSparc Nutraceuticals<br> Inc. (filed as Exhibit 10.3 to Form 6-K (File No. 001-41482) filed on March 31, 2023, and incorporated herein by reference).
4.10	Form<br> of Securities Purchase Agreement, (filed as Exhibit 10.1 to Form 6-K (File No. 001-41482) filed on January 29, 2024, and incorporated<br> herein by reference).
4.11	Form<br> of Registration Rights Agreement (filed as Exhibit 10.2 to Form 6-K (File No. 001-41482) filed on January 29, 2024, and incorporated<br> herein by reference)
4.12&	Share<br> Purchase Agreement, dated February 6, 2025, by and between Jeffs’ Brands Ltd, Fort Products Limited and Impact Acquisitions<br> Corp. (filed as Exhibit 4.14 to Form 20-F (File No. 001-41482) filed on March 31, 2025 and incorporated herein by reference).
4.13#	Purchase<br> Agreement by and among Jeffs’ Brands Ltd, Smart Repair Pro and the Sellers listed therein, dated March 10, 2025 (filed as Exhibit<br> 10.1 to Form 6-K (File No. 001-41482) filed on March 11, 2025 and incorporated herein by reference).
4.14	Form<br> of Securities Purchase Agreement, (filed as Exhibit 10.1 to Form 6-K (File No. 001-41482) filed on May 29, 2025, and incorporated<br> herein by reference).
4.15	Securities<br> Purchase Agreement, dated June 26, 2025, by and between Jeffs’ Brands Ltd and L.I.A Pure Capital Ltd., (filed as Exhibit 10.1<br> to Form 6-K (File No. 001-41482) filed on June 26, 2025, and incorporated herein by reference).
4.16	Strategic<br> Advisory Agreement, dated June 26, 2025, by and between Jeffs’ Brands Ltd and Aegis Capital Corp (filed as Exhibit 10.2<br> to Form 6-K (File No. 001-41482) filed on June 26, 2025, and incorporated herein by reference).
4.17+	Services<br> Agreement, dated July 21, 2025, by and between Jeffs’ Brands Ltd and Eliyahu Zamir (filed as Exhibit 10.19 to Form F-1/A (File<br> No. 333-288355) filed on July 24, 2025, and incorporated herein by reference).
4.18	Form<br> of Securities Purchase Agreement, (filed as Exhibit 10.1 to Form 6-K (File No. 001-41482) filed on January 21, 2026, and incorporated<br> herein by reference).
4.19	Addendum<br> No. 1 to Securities Purchase Agreement, dated February 18, 2026, by and between the Company and L.I.A. Pure Capital Ltd (filed as<br> Exhibit 10.1 to Form 6-K (File No. 001-41482) filed on February 19, 2026, and incorporated herein by reference)
4.20+*	Consulting<br> Agreement, dated January 26, 2026, by and between KeepZone AI Inc and Moshe Revach.
8.1*	List of Subsidiaries.

112

11.1*	Amended and Restated Insider Trading Policy
12.1*	Certification of the Principal Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2*	Certification of the Principal Financial and Accounting Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1%	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350.
13.2%	Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350.
15.1*	Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm.
97	Clawback<br> Policy for Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to our Annual Report on Form 20-F (File No. 001-41482)<br> filed on April 1, 2024 and incorporated herein by reference).
101	The<br> following financial information from the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025, formatted<br> in Inline XBRL (eXtensible Business Reporting Language): (i) Report of Independent Registered Public Accounting Firm; (ii) Consolidated<br> Balance Sheets; (iii) Consolidated Statements of Operations; (iv) Consolidated Statements of Changes in Convertible Preferred Shares<br> and Shareholders’ Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial<br> Statements, tagged as blocks of text and in detail.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).
*	Filed<br> herewith.
---	---
%	Furnished<br> herewith.
---	---
+	Compensatory<br> arrangement.
---	---
&	Certain<br> information from these exhibits has been redacted since disclosure of such information would constitute a clearly unwarranted invasion<br> of personal privacy.
---	---
#	Certain<br> schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally<br> a copy of any omitted schedule or exhibit to the SEC upon request.
---	---

113

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F filed on its behalf.

	Nexera Technologies Ltd
Date:<br> April 1, 2026	By:	/s/<br> Eliyahu Zamir
		Eliyahu<br> Zamir
		Chief<br> Executive Officer

114

NEXERA TECHNOLOGIES LTD

(FORMERLY JEFFS’ BRANDS LTD)CONSOLIDATED FINANCIAL STATEMENTS

as

of december 31, 2025

TABLE

OF CONTENTS

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Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2

| Consolidated Balance Sheets | F-3 |

| Consolidated Statements of Operations | F-4 |

| Consolidated Statements of Changes in Shareholders’ Equity | F-5 |

| Consolidated Statements of Cash Flows | F-6 |

| Notes to the Consolidated Financial Statements | F-8 – F-39 |

F-1

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Shareholders and Board of Directors of Nexera Technologies Ltd

(formerly Jeffs’ Brands Ltd)

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd) and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

Tel Aviv, Israel

April 1, 2026

We have served as the Company’s auditor since 2021.

F-2

NEXERA TECHNOLOGIES LTD

(FORMERLY JEFFS’ BRANDS LTD)

CONSOLIDATED

BALANCE SHEETS (U.S. dollars in thousands)

		December 31
	Note	2025			2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			1,636			2,564
Restricted deposit			22			17
Trade receivables			691			420
Other receivables	4		572			491
Inventory	5		4,669			4,052
Total current assets			7,590			7,544
NON-CURRENT ASSETS:
Property and equipment, net			328			184
Equity method investment	9		515			754
Convertible loan receivable	8		2,990			-
Investment at fair value			-			5
Intangible assets, net	6		6,191			4,945
Goodwill	6		951			-
Other receivables	4		385			-
Deferred taxes	16		134			-
Operating lease right-of-use assets	7		3,126			292
Total non-current assets			14,620			6,180
TOTAL ASSETS			22,210			13,724
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables			634			458
Other payables	10		2,460			1,168
Convertible promissory note	11(e)		329			-
Operating lease liabilities	7		750			89
Total current liabilities			4,173			1,715
NON-CURRENT LIABILITIES:
Derivative liabilities	11(c)		1,259			6,220
Convertible promissory note	11(e)		350			-
Convertible debenture	12		1,688			-
Non-current operating lease liabilities	7		2,284			199
Deferred taxes	16		-			33
Total non-current liabilities			5,581			6,452
TOTAL LIABILITIES			9,754			8,167
SHAREHOLDERS’ EQUITY:
Ordinary shares of no par value per share – Authorized: 1,500,000,000 and 90,000,000 shares as of December 31, 2025 and December 31, 2024, respectively; Issued and outstanding: 250,727 and 7,209 shares as of December 31, 2025 and December 31, 2024(*), respectively.	13		-			-
Additional paid-in-capital			31,529			21,637
Accumulated deficit			(19,757	)		(16,080	)
Transactions with noncontrolling interests			(319	)		-
Total Nexera shareholders’ equity			11,453			5,557
Noncontrolling interest			1,003			-
TOTAL SHAREHOLDERS’ EQUITY			12,456			5,557
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			22,210			13,724

(*)	Share data in these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits effected in November 2024, June 2025 and February 2026. See Note 1(d).

The

accompanying notes are an integral part of the consolidated financial statements

F-3

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)

CONSOLIDATED

STATEMENTS OF OPERATIONS (U.S. dollars in thousands, except per share data)

		Year ended December 31
		2025			2024			2023
Revenues
Product			14,412			13,688			10,008
Service			2,418			-			-
Total revenues			16,830			13,688			10,008
Cost of revenues
Product			12,955			12,119			9,032
Service			2,099			-			-
Total cost of revenues			15,054			12,119			9,032
Gross profit			1,776			1,569			976
Operating expenses:
Sales and marketing			1,757			1,302			833
General and administrative			7,411			5,405			4,262
Equity losses	9		239			1,186			1,249
Other expenses (income)			210			(120	)		(279	)
Operating loss			(7,841	)		(6,204	)		(5,089	)
Financial expenses (income), net	15		(3,058	)		1,290			(523	)
Loss before taxes			(4,783	)		(7,494	)		(4,566	)
Tax expense (benefit)	16		(736	)		310			32
Net loss			(4,047	)		(7,804	)		(4,598	)
Net loss attributable to noncontrolling interests			(370	)		-			-
Net loss attributable to Nexera Technologies Ltd shareholders			(3,677	)		(7,804	)		(4,598	)
Basic and diluted net loss per ordinary share attributable to Nexera Technologies Ltd (*)	17		(81.07	)		(2,835.12	)		(12,010.49	)
Weighted-average ordinary shares used in computing net loss per share, basic and diluted (*)	17		45,357			2,753			383

(*)	Share and per share data in these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits effected in November 2024, June 2025 and February 2026. See Note 1(d).

The

accompanying notes are an integral part of the consolidated financial statements

F-4

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)

CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (U.S. dollars in thousands, except per share data)

	Ordinary Share				Additional <br> paid-in-		Accumulated			Transactions<br> with<br> noncontrolling			Total Nexera<br> shareholders’			Noncontrolling
	Number (*)		Amount		capital		deficit			interests			equity			interest			Total
BALANCE AT DECEMBER 31, 2022		382		-		16,499		(3,678	)		-			12,821			-			12,821
Loss for the year		-		-		-		(4,598	)		-			(4,598	)		-			(4,598	)
Issuance of ordinary shares to SciSparc Ltd.		11		-		288		-			-			288			-			288
BALANCE AT DECEMBER 31, 2023		393		-		16,787		(8,276	)		-			8,511			-			8,511
Loss for the year								(7,804	)		-			(7,804	)		-			(7,804	)
Issuance of ordinary shares and pre-funded warrants, net		609		-		2,557		-			-			2,557			-			2,557
Exercise of pre-funded warrants		2,739		-		-		-			-			-			-			-
Exercise of Series A Warrants		3,468		-		2,293		-			-			2,293			-			2,293
BALANCE AT DECEMBER 31, 2024		7,209		-		21,637		(16,080	)		-			5,557			-			5,557
Loss for the year		-		-				(3,677	)		-			(3,677	)		(370	)		(4,047	)
Issuance of ordinary shares and pre-funded warrants, net		2,784		-		541		-			-			541			-			541
Exercise of pre-funded warrants		5,362		-		-		-			-						-			-
Exercise of Series A Warrants		3,850		-		1,007		-			-			1,007			-			1,007
Conversions of convertible promissory note		227,348		-		7,517		-			-			7,517			-			7,517
Reclassification of warrants from liability to equity		-		-		232		-						232			-			232
Effect of reverse recapitalization (Note 3(b))		-		-		-					203			203			506			709
Fort’s loan conversion (Note 3(b))		-		-		-		-			(530	)		(530	)		530			-
Exercise of options in subsidiary		-		-		-		-			8			8			3			11
Share-based payment in connection with issuance costs of convertible debentures		-		-		-		-			-			-			242			242
Share-based compensation		4,174		-		595		-			-			595			92			687
BALANCE AT DECEMBER 31, 2025		250,727		-		31,529		(19,757	)		(319	)		11,453			1,003			12,456

(*)	Share and per share data in these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits effected in November 2024, June 2025 and February 2026. See Note 1(d).

The

accompanying notes are an integral part of the consolidated financial statements.

F-5

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)

CONSOLIDATED

                                        STATEMENTS OF CASH FLOWS
                                        \(U.S. dollars in thousands\)

	Year ended December 31
	2025			2024			2023
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss		(4,047	)		(7,804	)		(4,598	)
Adjustments to reconcile net loss to net cash used in operating activities:
Exchange rate differences on cash and cash equivalents		(29	)		8			34
Amortization and impairment of intangible assets		1,129			768			730
Depreciation of property and equipment		72			20			8
Equity losses		239			1,186			1,249
Share-based compensation		688			-			-
Changes in deferred taxes, net		(746	)		201			(58	)
Derecognition of the lease upon early termination		(111	)		-			-
Revaluation of derivative liabilities		(5,011	)		607			(841	)
Revaluation of convertible promissory notes		1,628			-			-
Revaluation of deferred consideration (see Note 3(a))		38			-			-
Revaluation of investment at fair value		5			62			221
Financing expenses on convertible loan receivable		(12	)		-			-
Financing expenses on convertible debenture		115			-			-
Issuance costs on financial instruments classified as derivative liabilities		-			603			-
Interest expense on short-term loan		-			-			(1	)
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables		(24	)		209			(302	)
Decrease (increase) in other receivables		(163	)		106			182
Increase in inventory		(617	)		(1,666	)		(596	)
Increase (decrease) in trade payables and other payables		319			(172	)		1,304
Decrease in operating lease right-of-use assets		1,631			109			67
Decrease in operating lease liabilities		(1,324	)		(112	)		(67	)
Net cash used in operating activities		(6,221	)		(5,875	)		(2,668	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment		(11	)		(144	)		(25	)
Restricted deposit		678			-			(17	)
Purchase of investment accounted for using the equity method		-			(98	)		(3,091	)
Acquisition of Pure Logistics, net of cash acquired (see Note 3(a))		(2,253	)		-			-
Investment in convertible loan receivable (Note 8)		(2,718	)		-			-
Purchase of intangible assets (see Note 6)		(200	)		(330	)		(1,681	)
Net cash used in investing activities		(4,504	)		(572	)		(4,814	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Short-term loans repaid		-			-			(86	)
Proceeds from issuance of convertible notes (Note 11(d) & Note 11(e))		7,515			-
Repayment of convertible notes		(271	)		-			-
Repayment of deferred payment (see Note 3(a))		(513	)		-			-
Cash acquired in connection with the reverse recapitalization, net (see Note 3(b))		4			-			-
Issuance of convertible debenture, net of issuance costs (Note 12)		1,866			-			-
Issuance of ordinary shares, pre-funded warrants and warrants, net		541			6,255			-
Exercise of warrants and options		624			2,229			-
Net cash from (used in) financing activities		9,768			8,484			(86	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(957	)		2,037			(7,568	)
CHANGES FROM EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS		29			(8	)		(34	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR		2,564			535			8,137
CASH AND CASH EQUIVALENTS AT END OF THE YEAR		1,636			2,564			535

F-6

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollar in thousands)

Supplemental disclosure of cash flow information:
Taxes paid	108		180	28
Interest received	16		78	-
Interest paid	47		10	2
Supplemental disclosure of noncash investing and financing activities:
Issuance of ordinary shares upon conversion of the January Note	3,159		-	-
Issuance of ordinary shares upon conversion of the June Notes	4,358		-	-
Issuance of ordinary shares upon conversion of Series A Warrants	394		64	-
Reclassification of warrants from liability to equity	232		-	-
Convertible debenture’s issuance costs in ordinary shares	242		-	-
Issuance of 12 ordinary shares to SciSparc Ltd. in consideration for 73 ordinary shares (see note 7(b))	-		-	288
Consideration payable to sellers of Fort Products Ltd. included in other payables	-		-	332
Consideration payable to seller of SciSparc U.S. shares included in other payables	-		-	98
Right of use assets obtained in exchange for lease liabilities	155		273	57
Derecognition of the lease upon early termination	(1,715	)	-	-
Purchase of intangible assets not yet paid	800		-	-
Supplemental disclosure of the acquisition of Pure Logistics:
Working capital other than cash	493		-	-
Property and equipment, net	205		-	-
Operating lease right-of-use assets	6,024		-	-
Intangible assets – customer relationships	1,376		-	-
Goodwill	951		-	-
Operating lease liabilities	(5,742	)	-	-
Deferred tax liability	(579	)	-	-
Deferred payment	(475	)	-	-
Total cash from investment in newly consolidated subsidiary	2,253		-	-

The

accompanying notes are an integral part of the consolidated financial statements.

F-7

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD)

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar 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 March 7, 2021. As of the date of issuance of these financial statements the Company has seven wholly or majority owned subsidiaries held directly or through its subsidiaries - Fort Technology Inc., a TSX-listed company (“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 also holds, through KeepZone, a minority interest in SciSparc Nutraceuticals Inc. (“SciSparc U.S.”).

The Company and its subsidiaries (“Group”), other than Pure Logistics and KeepZone, are engaged in the acquisition, improvement and operation of virtual stores (the “Brands”) mainly on the Amazon marketplace (“Amazon”). As of December 31, 2025, 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.

Pure Logistics operates a logistics center specializing in warehousing and distribution services.

Through KeepZone, the Group is expanding into homeland security solutions, aiming to deliver multi-layered security systems for critical infrastructure while leveraging its data-driven operation expertise.

b.	Concentration risk

The Group’s activities, except as distinguished in Note 1(a), 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 its Brands. Any material changes 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.

c.	Liquidity

During the year ended December 31, 2025, the Group incurred a net loss of $4,047 and cash flows used in operating activities were $6,221. As of December 31, 2025, the Group had an accumulated deficit of approximately $19,757.

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 financings and debt financings.

As of December 31, 2025, the Group has access to funding under its June 2025 convertible note facility with an aggregate commitment of up to $100,000, subject to the terms of the agreement and satisfaction of applicable conditions (see note 11(e)). As of the filing date of these consolidated financial statements, the Company may request additional drawdowns of up to $92,500 under the facility over the remaining term of approximately 4.25 years, subject to the agreement’s terms and conditions. In addition, the Company completed on January 22, 2026 a direct offering with gross proceeds of $2,404 (see note 20(5)).

Management believes that its cash on hand together with expected cash flows from the June 2025 convertible note facility are sufficient to support the Group’s current operations for more than 12 months from the issuance date of these consolidated financial statements.

F-8

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE1 — GENERAL INFORMATION (cont.)

d.	Reverse Share Splits

On October 17, 2023, the Company effected a one-for-seven (1-for-7) reverse share split of its ordinary shares. As a result of such reverse split, every seven (7) shares of ordinary shares issued and outstanding were combined into one ordinary share.

On November 20, 2024, the Company effected a one-for-thirteen (1-for-13) reverse share split of its ordinary shares. As a result of such reverse split, every thirteen (13) shares of ordinary shares issued and outstanding were combined into one ordinary share.

On June 16, 2025, the Company effected a one-for-seventeen (1-for-17) reverse share split of its ordinary shares. As a result of such reverse split, every seventeen (17) shares of ordinary shares issued and outstanding were combined into one ordinary share.

On February 17, 2026, the Company effected a one-for-fourteen (1-for-14) reverse share split of its ordinary shares. As a result of such reverse split, every fourteen (14) shares of ordinary shares issued and outstanding were combined into one ordinary share.

All outstanding securities entitling their holders to purchase or receive ordinary shares, including promissory notes and warrants convertible into or exercisable for ordinary shares and restricted share units (“RSUs”), were adjusted pursuant to their terms, as a result of the above-mentioned reverse splits. Those 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.

NOTE

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.	Basis of preparation of the financial statements

The Group’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For those subsidiaries in which the Company’s ownership is less than 100 percent, the outside shareholders’ interests are shown as non-controlling interests in the accompanying consolidated balance sheets.

b.	Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of the Group’s assets and liabilities.

F-9

NEXERA

                                        TECHNOLOGIES LTD \(FORMERLY JEFFS’ BRANDS LTD\)
                                        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

c.	Functional and presentation currency

The functional and reporting currency of the Group is the United States dollar (“U.S. dollar”) as the U.S. dollar is the currency of the primary economic environment in which the Group has operated and expects to continue to operate in the foreseeable future.

The Group’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-U.S. dollar transactions and balances have been remeasured to U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-U.S. dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.

d.	Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid bank deposits readily convertible to known amounts of cash with original maturities of three months or less as of the date of its purchase.

e.	Accounts receivable and credit losses

Accounts receivables are stated at realizable value, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivable and establishes an allowance for credit losses, if needed. These allowances are reevaluated and adjusted periodically as additional information is available. No provision for credit losses has been recorded as of December 31, 2025 and 2024.

f.	Inventories

Inventories are stated at the lower of cost or market based on net realizable value. Inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions. Cost is determined in accordance with first-in, first-out method (“FIFO”). The cost of inventory includes all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition including shipment and freight costs.

g.	Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Repairs and maintenance are charged to the statement of operations during the period in which they are incurred.

F-10

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives, as follows:

****	Estimated Useful Life (years)

| Computers equipment | 3 |

| Office Equipment/Furniture | 5-7 |

| Plant & Machinery | 5 |

| Leasehold improvements | Shorter of remaining lease term or estimated useful life |

h.	Leases

The Company recognizes a right-of-use asset (“ROU”) and lease liability for all operating lease with a term greater than twelve months upon lease arrangement inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the terms of lease contracts. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since most of the Company’s leases do not provide an implicit rate, the Company's incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to terminate the lease or extend it when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense.

i.	Asset acquisition

The Group accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired.

j.	Intangible assets

The Group’s intangible assets consist primarily of its Brands and certain acquired intangible assets (e.g., customer relationships and distribution agreements). Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives. Each period the Group evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

F-11

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The intangible assets are amortized using the straight-line method to allocate their cost over their estimated useful lives, as follows:

	Estimated Useful Life (years)

| Brands | 10 |

| Customer relationships | 5 |

| Distribution agreement | Shorter of remaining agreement term or estimated useful life |

k.	Goodwill

Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other”, at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any excess of the carrying amount of the reporting unit over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

l.	Impairment of long-lived assets

Impairmentof Property, Equipment and Intangible Assets

The Group reviews long-lived assets and intangible assets on a periodic basis, as well as when such review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, considering the undiscounted cash flows expected from them. If applicable, the Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such assets, in accordance with ASC 360-10 “Property, Plant and Equipment”.

Impairmentof Goodwill

The Group performs a qualitative analysis when testing goodwill for impairment. A qualitative goodwill impairment test is performed when the fair value of a reporting unit has significantly exceeded the carrying value of its net assets and based on current operations is expected to continue to exceed it. Otherwise, the Company is required to conduct a quantitative impairment test and estimate the fair value of the reporting unit using a combination of an income approach based on discounted cash flow analysis and a market approach based on market multiples. If the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference.

m.	Investment in affiliates

The investment in affiliated company is accounted for by the equity method under ASC 323-10, “Investments - Equity Method and Joint Ventures”. The Company uses the equity method when it has the ability to exercise significant influence over operating and financial policies of an entity but does not have control of the entity. Under the equity method of accounting, an investment is initially recorded on the balance sheet at cost, representing the Company’s proportionate share of fair value. The investment is subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses recognized, distributions received, contributions made and certain other adjustments, as appropriate. The Company does not record losses of the equity method investee in excess of its investment balance unless the Company is liable for obligations of the equity method investee or is otherwise committed to provide financial support to the equity method investee.

The Company evaluates its equity method investments for impairment at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when determining whether an investment has been other-than-temporarily-impaired, include, but are not limited to, the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

F-12

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

n.	Financial instruments

Loan receivables are recorded at amortized cost using the effective interest method, unless otherwise elected or required. The Group evaluates loan receivables for expected credit losses in accordance with ASC 326. Commitments and other instruments with equity-linked features are evaluated under ASC 815 to determine whether they should be accounted for as derivatives and measured at fair value through earnings.

o.	Derivative instruments

The Group accounts for freestanding and embedded derivative instruments in accordance with ASC 815. Derivatives are recognized at fair value and remeasured at each reporting date, with changes in fair value recognized in earnings. The Group evaluates whether contracts indexed to and potentially settled in its own equity qualify for equity classification under ASC 815-40.

p.	Fair value measurement

The Group applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Group uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Group. Unobservable inputs are inputs that reflect the Group’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts of cash and cash equivalents, restricted deposit, trade receivables, other receivables, trade payables, other payables and accrued expenses approximate their fair value due to the short-term maturity of such instruments.

The Group’s derivative liabilities in respect of Additional Warrants, Series A Warrants, the January Note, and the June Notes and loan commitment liability are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. For more details, see note 11 (Derivative liabilities and convertible promissory notes) and note 8 (Convertible loan receivable).

The Group’s financial asset in respect of the investment in SciSparc Ltd. (“SciSparc”) is classified within Level 1 of the fair value hierarchy, because the ordinary shares have quoted prices as they are traded on the Nasdaq Stock Market LLC.

F-13

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

q.	Debt and issuance costs

Convertible debentures are accounted for as debt and recorded at proceeds received, net of discounts and issuance costs, and subsequently measured at amortized cost using the effective interest method. Issuance costs are presented as a direct deduction from the carrying amount of the related debt and amortized to interest expense over the term of the debt.

r.	Business Combinations

The Company allocates the purchase price of an acquired company, including when applicable, the fair value of deferred or contingent consideration between tangible and intangible assets acquired and liabilities assumed from the acquired business based on estimated fair values, with any residual of the purchase price recorded as goodwill. Estimating fair values requires significant judgments, estimates and assumptions including but not limited to discount rates, future cash flows and the economic lives of acquired intangibles. These estimates are based on historical experience and information obtained from the management of the acquired companies, and are inherently uncertain. During the measurement period, which not exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill only for adjustments resulting from facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of income.

s.	Noncontrolling interests

Noncontrolling interests represent equity interests in consolidated subsidiaries not attributable to the Company and are presented as a separate component of equity. Net income (loss) is attributed to controlling and noncontrolling interests based on their respective ownership interests. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions in accordance with ASC 810.

t.	Revenue recognition

The Group recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”. The Group derives revenue primarily from (i) Product Revenue: sale of consumer products through online markets (mainly in Amazon) and (ii) Service Revenue: logistics services.

(i)

Product Revenue is recognized when control of the product transfers to the customer, being at the point that the goods are delivered (i.e., when the Company’s performance obligation is satisfied). Each of the Company’s contracts have a single distinct performance obligation, which is the promise to transfer individual goods. Payment of the transaction price is due immediately at the point the customer purchases the goods.

The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes).

The Group evaluates the criteria outlined in ASC 606-10-55, “Principal versus Agent Considerations”, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. The Group evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, management has determined that it is the principal in these arrangements; therefore, sales are recorded on a gross basis.

F-14

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Under the Group’s standard contract terms, customers have a right of return within 45 days. For contracts with rights of return, the Group recognizes revenue based on the amount of the consideration which the Group expects to receive for products which are not expected to be returned and recognizes a refund liability for the amount not expected to be received. At the end of each reporting period, the Group updates its estimates of expected product returns and adjusts the refund liabilities with a corresponding adjustment in revenues.

(ii)

Service revenue is generated primarily from warehousing services, including storage, handling and fulfillment services provided by Pure Logistics to third-party customers. The Group evaluates the promised services in each contract to determine whether they represent distinct performance obligations. Service arrangements generally include a combination of storage and handling/fulfillment activities, which are priced based on contractual rate schedules and billed on a periodic basis.

Revenue for storage services is recognized over time as the customer simultaneously receives and consumes the benefits of the services as they are performed. Storage revenue is generally recognized monthly based on the customer’s actual storage utilization, typically determined by the occupied square footage and inventory levels during the month, in accordance with the applicable contractual rates. Revenue for handling and fulfillment activities (e.g., receiving, pick-and-pack and related services) is generally recognized as performed, consistent with the satisfaction of the related performance obligations.

u.	Cost of revenues
(i)	Product<br> cost of revenue primarily consists of cost of goods sold, expenses related to Amazon’s<br> commissions, storage, leasing of warehouses and salaries to warehouses employees, freight<br> and duty.
---	---

In accordance with Amazon’s terms of use, the Group is obligated to pay to Amazon incremental costs, such as sales fulfillment commissions which are contingent on making binding sales. Sales commissions would not have been incurred if the contract had not been obtained.

(ii)	Service<br> cost of revenue primarily consists of warehouses lease and salaries to warehouses employees.

v.	Advertising expenses

The Group expenses advertising costs as incurred and included within sales and marketing expenses, were $1,279, $1,216 and $719 for the years ended December 31, 2025, 2024 and 2023, respectively.

w.	Share-based compensation

The Group accounts for share-based compensation in accordance with ASC 718, “Compensation - Stock Compensation”. Share-based awards are granted to employees, directors, and service providers and consist of ordinary shares and RSUs. Compensation cost is measured at the grant-date fair value, which for ordinary shares and RSUs is based on the Company’s quoted market price on the grant date.

Compensation expense is recognized in the consolidated statements of operations for the portion of awards expected to vest for RSUs, and is recognized on a straight-line basis over the requisite service period, as the awards vest in tranches based solely on service-based vesting conditions.

x.	Income taxes

The Group accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2025 and 2024 a partial valuation allowance was recorded on the Group’s deferred tax assets.

The Group implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2025 and 2024, no liability for unrecognized tax positions was recognized.

F-15

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

y.	Basic and diluted net loss per share

The Group calculates basic net loss per share by dividing the net loss attributable to the Company by the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period.

z.	Reclassifications

Certain prior year amounts have been reclassified to conform to the current financial statement presentation.

aa.	Recently Issued Accounting Pronouncements

Adoptionof New Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the year ended December 31, 2025 on a prospective basis. The adoption of the amendment did not have an impact on the Company’s financial position, results of operations or cash flows. See note 16 with regards to applicable disclosure.

AccountingPronouncements Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires all public companies to disclose more detailed information about certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of the disclosure requirements regarding specific expense categories in these consolidated financial statements.

In July 2025, the FASB issued 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 ASU is effective for annual and interim periods beginning January 1, 2026, on a prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-05 on these consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for annual and interim periods beginning January 1, 2028. The Company is currently evaluating the impact the adoption of ASU 2025-11 will have on these consolidated financial statements and related disclosures.

F-16

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

3 — BUSINESS COMBINATION AND REVERSE RECAPITALIZATION

a.	Pure Logistics’ acquisition

On March 10, 2025, the Company and Smart Pro entered into a definitive agreement to acquire Pure Logistics, a New Jersey limited liability company that operates a strategically located logistics center in New Jersey. On March 18, 2025, the acquisition closed, and Smart Pro acquired all of the issued and outstanding equity interests of Pure Logistics. As consideration for the acquisition, Smart Pro paid $2,347 in cash at the closing and an additional amount of $500 in the aggregate (the “Deferred Payment”) to be repaid through promissory notes (the “Pure Logistics Promissory Notes”). The Pure Logistics Promissory Notes bore annual interest of 9% and on July 1, 2025, the Company settled the Deferred Payment in full.

The following table summarizes the fair value of the consideration paid to acquire Pure Logistics as of March 18, 2025 (in thousands):

	March<br> 18, <br> 2025
Cash paid		2,347
Deferred Payment		475
Total purchase price		2,822

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed in connection with the acquisition of Pure Logistics as of March 18, 2025 (in thousands):


Working capital<br> ()*	587
Property and equipment, net	205
Operating lease right-of-use assets	6,024
Operating lease liabilities	(5,742	)
Deferred tax liability	(579	)
Intangible assets:
Customer<br> relationships	1,376
Fair value of acquired identifiable assets	1,871
Purchase price	2,822
Goodwill	951

()*	Working capital includes cash and cash equivalents, trade receivables, other receivables, trade payables, and other payables.

F-17

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE3 — BUSINESS COMBINATION AND REVERSE RECAPITALIZATION (cont.)

b.	Fort reverse recapitalization

On February 6, 2025, the Company entered into a share purchase agreement (the “SPA”) pursuant to which, on July 7, 2025 (the “Closing Date”), Impact Acquisitions Corp. (a public shell company incorporated under the Business Corporations Act (British Columbia)) acquired all of the issued and outstanding shares of Fort (the “Transaction”). In connection with the closing, Impact Acquisitions Corp. changed its name to Fort Technology Inc.

Pursuant to the SPA, the Company received 7,142,857 common shares of Fort Technology and is eligible to receive up to an additional 4,714,287 common shares upon the achievement of specified milestones (the “Contingent Right Shares”). As of the Closing Date, the Company held approximately 75.02% of the outstanding common shares (or up to 83.29% assuming issuance of all Contingent Right Shares).

Fort Technology will issue to the Company additional common shares upon the achievement of the Contingent Right Shares milestones as follows:

i.	1,571,429 common shares upon the completion of a transaction resulting in the listing of Fort Technology securities on the New York Stock Exchange, the Nasdaq Stock Market LLC, or another U.S. national securities exchange, if completed within 24 months from the closing date,
ii.	1,571,429 common shares upon the successful capital raising by Fort Technology, within 48 months of the closing date, in equity and/or debt financing totaling at least $8 million,
---	---
iii.	1,571,429 common shares upon Fort Technology reaching annual revenues of at least $15 million by December 31, 2028, as reflected in its audited financial statements.
---	---

The Transaction was accounted for as a reverse recapitalization in accordance with ASC 805, Business Combinations. Fort was determined to be the accounting acquirer based primarily on the Company’s continuing controlling financial interest and the composition of the post-transaction governing body and senior management. Accordingly, the Transaction was accounted for as a capital transaction.

Because the legal acquirer (Fort Technology) did not meet the definition of a business, the identifiable assets acquired and liabilities assumed of Fort Technology were recognized at their historical carrying amounts. No goodwill or other intangible assets were recognized as a result of the Transaction.

The Contingent Right Shares are issuable upon achievement of specified milestones and are required to be settled in a fixed number of common shares with no cash settlement or other variable settlement provisions. The Company evaluated the Contingent Right Shares under ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, and ASC 480, “Distinguishing Liabilities from Equity”, and concluded that the Contingent Right Shares are classified in equity. Accordingly, the Contingent Right Shares are not subsequently remeasured. Changes in the Company’s ownership interest in Fort that do not result in a loss of control are accounted for as equity transaction and recorded in transactions with noncontrolling interests. The noncontrolling interest was measured as the proportionate share of the accounting acquirer’s pre-Transaction equity.

F-18

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE3 — BUSINESS COMBINATION AND REVERSE RECAPITALIZATION (cont.)

On December 24, 2025, Fort Technology entered into a debt settlement agreement with the Company. Pursuant to the agreement, On December 31, 2025, Fort Technology issued 1,700,801 common shares to the Company with an aggregate fair value of $2,463, in settlement of a portion of related parties balance owed to the Company. As of December 31, the Company holds 71.5% of Fort Technology’s common shares.

NOTE

4 — OTHER RECEIVABLES

	December 31,
	2025		2024
Advances<br> to suppliers		347		256
Government institutions		155		123
Other receivables		70		112
		572		491

NOTE

5 — INVENTORY

	December 31,
	2025		2024
Goods<br> in transit		721		510
Finished<br> goods		3,948		3,542
		4,669		4,052

F-19

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

6 — GOODWILL AND INTANGIBLE ASSETS

Goodwill:

During the year ended December 31, 2025, the Company recognized goodwill in connection with the acquisition of Pure Logistics (note 3(a)). The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Pure Logistics.

The Company performs its annual goodwill impairment test on each December 31 and when triggering events occur. As of December 31, 2025, the Company performed its annual impairment assessment and concluded that no goodwill impairment existed.

The following table presents a rollforward of goodwill:

	Goodwill
Balance as of December 31, 2024		-
Goodwill<br> acquired		952
Balance as of December<br> 31, 2025		952

Intangibleassets:

Total intangible assets consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025

| Brands | | 7,281 | | (3,230 | ) | | 4,051 | | 4.89 |

| Customer relationships (Note 3(a)) | | 1,376 | | (200 | ) | | 1,176 | | 4.25 |

| Distribution agreement (Note 6(b)) | | 1,000 | | (36 | ) | | 964 | | 1.93 |

| Total intangible assets | | 9,657 | | (3,466 | ) | | 6,191 | | |

	December 31, 2024

| Brands | | 7,774 | | (2,829 | ) | | 4,945 | | 5.92 |

Amortization expense was $989, $768 and $730, for the years ended December 31, 2025, 2024, and 2023, respectively. The amortization expenses were recorded as general and administrative expenses in the consolidated statements of operations

F-20

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE6 — GOODWILL AND INTANGIBLE ASSETS (cont.)

****Estimated annual amortization expense for each of the next five years is as follows:

2026	1,262
2027	1,224
2028	761
2029	714
2030	507

Management evaluates definite-lived intangible assets for impairment when performance expectations, events, or changes in circumstances indicate that the asset’s carrying value may not be recoverable. During the year ended December 31, 2025, management decided to discontinue the sale and marketing of one of the Company’s brands in the E-commerce segment, which constituted a triggering event. Based on this decision, the Company concluded that the brand would not generate future economic benefits and recorded a full impairment of the brand’s carrying amount of $140, within general and administrative expenses.

Management evaluated its other definite-lived intangible assets, including other brands, customer relationships, and a distribution agreement, and determined that there were no indicators of impairment for those assets during the year ended December 31, 2025.

a.	Fort - asset acquisition

On March 2, 2023, the Company entered into a share purchase agreement (the “Fort SPA”), with the holders (the “Sellers”), of all of the issued and outstanding share capital of Fort, a company incorporated under the laws of England and Wales and engaged in the sale of pest control products primarily through Amazon, pursuant to which on March 9, 2023, the Company acquired all of the issued and outstanding share capital of Fort, for approximately £2,039 thousand (approximately $2,458) (the “Fort Acquisition”).

Fort did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the acquisition. Therefore, the transaction was accounted for as an asset acquisition, as the acquired assets did not meet the definition of a business as defined by ASC 805, Business Combinations.

On March 9, 2023, the Company recognized a Brand name in the amount of $1,991 paid in connection with the Fort Acquisition amortized over a period of 10 years.

As part of the Fort SPA, the employment of these employees was terminated within three months, and all termination costs were paid by the Sellers.

b.	KeepZone - distribution agreement

On December 4, 2025, KeepZone entered into a distribution agreement with Scanary Ltd. (“Scanary”) pursuant to which KeepZone obtained exclusive distribution rights for certain territories in exchange for total consideration of $1,000, payable in five monthly installments starting from December 2025. The distribution rights represent a contract-based intangible asset under ASC 350. The distribution agreement period determined for an initial term of 2 years, with the potential for an additional 2 years extension upon achievement of specified purchase targets. The Company capitalized the exclusivity distribution rights as a definite-lived intangible asset and amortizes the asset on a straight-line basis over the expected period of benefit, initially estimated at 2 years.

The agreement includes contingent profit-sharing payments from Scanary based on its sales outside the exclusive territories. These contingent features are not recognized at inception and are accounted for when realization becomes probable and reasonably estimable in accordance with ASC 450.

F-21

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

7 — LEASES

The Company leases office space in Israel pursuant to a lease agreement effective as of October 1, 2022. The lease agreement expires on September 30, 2025, with an option to extend the lease with same terms for an additional two years. The monthly payment is approximately NIS 18 thousand (approximately $5). During September 2025, the company renewed the lease for additional two years. The monthly rent payment as of December 31, 2025, was approximately NIS 20 thousand (approximately $6).

Fort leases two warehouse facilities in the UK. The first lease agreement expired on February 23, 2025, but Fort continues to occupy the premises by mutual agreement with the lessors, until a new negotiated agreement is signed. On January 28, 2026, Fort signed a new lease agreement with annual rent of £44 thousand (approximately $60) paid quarterly. The second warehouse which Fort leases under a lease agreement effective as July 1, 2024, is for a fixed five-year term with no early termination option. The annual rent as of December 31, 2025, was £52 thousand (approximately $70), paid monthly. There is no option for further extension.

Since the acquisition of Pure Logistics (see Note 3(a)), Pure Logistics leases logistics center, with a term expiring on November 30, 2029. The monthly payment as of December 31, 2025 was approximately $67.

On June 30, 2025, Pure Logistics decided not to exercise the renewal option related to one of its warehouses and returned the premises. As a result, the Company reduced its right-of-use asset by $1,826 and its lease liability by $1,715. The difference of $111, which resulted primarily from the straight-line recognition of lease expense under ASC 842 in prior periods compared to the variable lease payments actually incurred, was recognized as a gain from reassessment of lease term within cost of sales.

As of December 31, 2025, the Company’s operating lease assets and lease liabilities (both the current and non-current portion) for operating leases totaled $3,126 and $3,034, respectively.

The Company uses its incremental borrowing rate as the discount rate for its leases, as the implicit rate in the lease is not readily determinable.

Supplemental weighted-average information for leases was as follows:

	December 31,

| | 2025 | | | 2024 | | |

| Weighted-average discount rate | | 9.86 | % | | 8.25 | % |

Future lease payments under operating leases as of December 31, 2025, were as follows:

2026	809
2027	806
2028	759
2029	745
2030	730
Total future operating<br> lease payments	3,849
Less: imputed interest	(815	)
Present value of lease<br> liability	3,034

F-22

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

8 — CONVERTIBLE LOAN RECEIVABLE

On August 8, 2025, Fort Technology entered into a convertible loan agreement with EEH Ventures Ltd. (“EEH”), a privately held company organized under the laws of the United Kingdom. Under the agreement, the Company funded a loan (the “Primary Loan”) in the principal amount of £2 million (approximately $2,718). The Primary Loan is denominated in GBP, bears a yearly interest rate of 7.5%, and is due at maturity three years from the drawdown date, August 12, 2025, unless earlier converted.

Under the terms of the agreement, Fort Technology has the right to convert the outstanding principal and accrued interest of the Primary Loan into ordinary shares of EEH representing 19.9% of EEH’s fully diluted share capital.

In addition, EEH has an option, exercisable one year after the signing of the convertible loan agreement, to draw an additional loan of up to £1 million (the “Additional Loan”) on similar terms. If drawn and subsequently converted, the combined conversion of the Primary Loan and the Additional Loan would entitle the Company to receive shares representing up to 25% of EEH’s fully diluted share capital.

As of December 31, 2025, only the Primary Loan had been drawn but no amounts had been converted.

At initial recognition, the Company allocated the transaction price between the funded Primary Loan and the undrawn Additional Loan based on their respective relative fair values. The carrying amount allocated to the Primary Loan and the fair value of the Additional Loan were £2,192 thousand (approximately $2,977 thousand) and £192 thousand (approximately $260 thousand), respectively.

The Primary Loan is accounted for as a loan receivable under ASC 310 - “Receivables” and is subsequently measured at amortized cost using the effective interest method. The difference between the initial carrying amount allocated to the Primary Loan and the contractual amount receivable at maturity, including stated interest, is accreted to interest income over the contractual term using the effective interest rate determined at initial recognition. The Company also evaluates the Primary Loan for expected credit losses in accordance with ASC 326, “Financial Instruments - Credit Losses.”

The undrawn Additional Loan represents a contractual commitment to provide credit on terms that include an equity conversion feature and that are considered, in aggregate, to be potentially favorable to the borrower. The Company accounts for this undrawn Additional Loan as a loan commitment liability, recorded in other payables, measured at FVTPL, with changes in fair value recognized in finance expense (income), net.

The fair value of the Additional Loan is determined using a Black-Scholes pricing model. As such, the Additional Loan is classified within Level 3 of the fair value hierarchy. A summary of significant unobservable inputs (Level 3 inputs) used in measuring the fair value of the loan commitment liability issued are as follows:


Conversion ratio of EEH’s<br> fully diluted share capital	5.1	%
Underlying asset value ( in thousands)	12,012
Expected term (years)	2
Exercise price ( in thousands)	1,156
Expected volatility	27.52	%
Risk-free interest rate	3.92	%
Expected dividend yield	-

All values are in British Pounds.

F-23

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE8 — CONVERTIBLE LOAN RECEIVABLE (cont.)

As of December 31, 2025, there was no change to the Additional Loan’s fair value in GBP since initial recognition. The change in the U.S. dollar carrying amounts between these dates arose from changes in GBP/USD exchange rate over the period. The net foreign exchange difference on the Primary Loan and the Additional Loan in the amount of $31 was recognized within financial expenses, net.

On January 13, 2026, Fort Technology entered into an amendment to the convertible loan agreement with EEH. The amendment eliminated the undrawn Additional Loan and modified the conversion feature of the Primary Loan such that, upon conversion, EEH is required to transfer to the Company 4,774 ordinary shares of Wigan Topco Limited (“Wigan”), representing all of the shares in Wigan beneficially owned by EEH (constituting 35.8% of Wigan’s issued share capital as of the amendment date), in full satisfaction of the outstanding principal and accrued interest.

NOTE

9 — INVESTMENT IN AFFILIATE

a.	KeepZone owns approximately 49% of the voting rights in SciSparc U.S. and has the right to appoint two out of five directors. SciSparc U.S. operates a brand, Wellution, that sells hemp seed oil-based products on Amazon. Management has determined that it has significant influence over SciSparc U.S. and accordingly accounts for its investment under the equity method.

Management assesses whether impairment indicators are present that may indicate an other than temporary impairment (“OTTI”) exists. Management determined that the decrease in revenues and operating losses of SciSparc U.S. were indicative of an OTTI impairment as of December 31 2025 and 2024. Accordingly, management’s performed an impairment test of the equity investment and determined that the carrying value exceed the discounted cash flows. As a result, an impairment loss of $56 and $659 was recorded within equity losses in the statement of operations for the year ended December 31, 2025, and 2024, respectively.

Theactivity in the investment in SciSparc U.S. account was as follows:


Balance as of January 1, 2024	1,940
Equity losses	(1,186	)
Balance as of December<br> 31, 2024	754
Equity losses	(239	)
Balance as of December<br> 31, 2025	515

F-24

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE9 — INVESTMENT IN AFFILIATE (cont.)

Summarized financial information:

Summarizedbalance sheet of SciSparc U.S.:

	December 31,
	2025			2024
Current assets		243			285
Long-term assets		1,172			1,479
Current liabilities		(364	)		(226	)
Equity		1,051			1,538

Summarizedstatement of operation of SciSparc U.S.:


Revenues	(856	)	(1,306	)	(2,137	)
Cost of revenues	670		1,461		1,409
Impairment of intangible asset	115		1,344		1,042
General and administrative	416		578		748
Sales and marketing	142		365		468
Taxes on income	-		(21	)	22
Net loss	488		2,421		1,552

NOTE

10 — OTHER PAYABLES

	December 31,
	2025		2024
Government institutions		20		188
Employees and related benefits		123		145
Loan commitment liability		258		-
Revenue sharing payment payable		214		171
Accrued expenses		790		628
Payable due to distribution agreement (see<br> note 6(b))		800		-
Other payables		255		36
		2,460		1,168

F-25

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

11 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES

a.	Additional Warrants:

On November 28, 2022, in connection with certain adjustments pursuant to the terms of the Initial Public Offering (“IPO”) Warrants (see note 13(b)(1)), the Company issued additional 2,824,525 warrants (the “Additional Warrants”) to certain qualified holders (as defined in the IPO Warrants). The Additional Warrants are exercisable to purchase up to 130 ordinary shares. The term of each Additional Warrant is five years from the issuance date.

Each Additional Warrant holder receives semi-annual payments equal to approximately 2.3% of the Company’s gross revenues, calculated for the first and second six-month fiscal periods, shared pro rata among qualified holders (“Revenue Sharing Payment”). The Additional Warrants may be redeemed by the Company at any time at a price equal to three times the initial exercise price of $43,749. The Revenue Sharing Payment related to 2025 ,2024 and 2023 was $384, $312 and $269, respectively.

Because the Additional Warrants include provisions that require payments based on the Company’s gross revenues and provide for cash redemption, the Company classified the Additional Warrants as derivative liabilities. The Additional Warrants are measured at fair value at each reporting date, with changes in fair value recognized within finance expenses (income), net.

The value of the Additional Warrants was calculated based on the binomial option pricing model. Additionally, the revenue forecast over the contractual term of the Additional Warrants is a significant input in the valuation.

The following table lists the significant unobservable inputs used for calculation of fair value of the Additional Warrants:

	December 31,<br><br> 2025			December 31,<br><br> 2024
Expected volatility		152.67	%		133.54	%
Exercise price	$	3,125		$	43,749
Share price	$	11.51		$	611.66
Risk-free interest rate		3.47	%		4.27	%
Dividend yield		-			-
Expected life		1.91			2.91
Weighted average cost of capital (WACC)		20.4	%		21.9	%
b.	Series A Warrants:
---	---

In connection with a Private Placement that closed on January 29, 2024 (see note 13(b)(4)), the Company issued Series A Warrants initially exercisable for up to 1,093 ordinary shares at an exercise price of $8,322.86 per share and expiring 66 months from the issuance date.

The Series A Warrants contained a price-based reset mechanism tied to the effectiveness of the resale registration statement. Upon the effectiveness of the resale registration statement on March 11, 2024, the Series A Warrants became exercisable for 4,323 ordinary shares at an exercise price of $2,103 (subject to certain anti-dilution and share combination event protections).

The Series A Warrants also included a down-round adjustment feature under which the exercise price may be reduced in connection with certain future equity issuances at prices below the then-current exercise price.

In addition, the Series A Warrants included a reset feature triggered by certain capital structure events (including share splits, reverse share splits, share dividends, recapitalizations, and similar transactions), under which the exercise price and the number of shares issuable could be adjusted based on the post-event reference trading price. Following the reverse share split on November 26, 2024 (see Note 1(d)), the Series A Warrants were adjusted to an exercise price of $643 per share and 14,148 underlying ordinary shares. Following an additional reverse share split that was effected on June 16, 2025, no further adjustment was required because the reset mechanism did not result in a lower post–reverse split reference price. See note 20(8) regarding adjustment of the reset mechanism following the reverse share split on February 17, 2026.

Because the Series A Warrants include ongoing price and share reset features, the Company concluded that the Series A Warrants did not meet the equity classification conditions in ASC 815-40. Accordingly, the Series A Warrants are classified as derivative liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized within finance expenses (income), net.

F-26

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE11 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES (cont.)

The following table lists the significant unobservable inputs used for calculation of fair value of Series A Warrants:

	December 31,<br><br> 2025			December 31,<br><br> 2024
Expected volatility		152.67	%		114.9	%
Exercise price	$	14.42		$	642.79
Share price	$	11.51		$	611.66
Risk-free interest rate		3.6	%		4.4	%
Dividend yield		-			-
Expected life		3.58			4.58
c.	Series B Warrants:
---	---

In connection with the Private Placement that closed on January 29, 2024 (see note 13(b)(4)), the Company issued Series B Warrants that became exercisable upon satisfaction of specified conditions and were subject to the resale registration statement reset mechanism. Upon effectiveness of the resale registration statement on March 11, 2024, the Series B Warrants became exercisable for 2,555 ordinary shares at an exercise price of $0.03 per share.

Following the effectiveness of the resale registration statement on March 11, 2024, the terms of the Series B Warrants became fixed and no longer included variable settlement provisions. Accordingly, the Company reassessed classification under ASC 815-40 and reclassified the Series B Warrants from liability to equity as of March 11, 2024.

The following table presents changes in the fair value of the derivative Series A Warrants and the Additional Warrants liability during the period:

	Series<br> A <br> Warrants
Balance<br> as of December 31, 2023		-		1,375		1,375
Issuance<br> on January 29, 2024		4,301		-		4,301
Exercise<br> of warrants		(63	)	-		(63	)
Change<br> in fair value		968		(361	)	607
Balance<br> as of December 31, 2024		5,206		1,014		6,220
Exercise<br> of warrants		(394	)	-		(394	)
Change<br> in fair value		(4,288	)	(280	)	(4,567	)
Balance<br> as of December 31, 2025		525		734		1,259
d.	January 2025 Convertible promissory notes and warrants:
---	---

On January 16, 2025, the Company issued a non-recourse convertible promissory note (the “January Note”) to an institutional investor in the principal amount of $2,850 and a warrant to purchase up to 3,197 ordinary shares (the “January Warrant”). The Company received net proceeds of $2,565 thousand, after a 10% issuance discount, in connection with such issuance.

The January Note bears interest at an annual rate of 8% and is repayable in a single payment on July 16, 2026. The outstanding amount under the January Note is convertible, at the option of the holder, into the Company’s ordinary shares at a conversion price equal to the lower of (i) $668.74, representing 110% of the volume-weighted average price (“VWAP”) of the Company’s ordinary shares on January 15, 2025, or (ii) 95% of the lowest daily VWAP during the 20 consecutive trading days immediately preceding the applicable conversion date.

The January Warrant was issued with an initial exercise price of $580 per share, subject to certain anti-dilution adjustments and other adjustments, and was exercisable upon issuance for a term of 5.5 years, expiring on July 16, 2030.

F-27

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE11 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES (cont.)

Upon issuance, both the January Note and the January Warrant were classified as liabilities and recorded at fair value through profit or loss, as the conversion and adjustment features did not meet the criteria for equity classification. At the issuance date, the fair value of the January Note was $4,246 and the fair value of the January Warrant was $1,520 thousand. Because the combined fair value exceeded the proceeds received, the Company recognized an immediate expense of $3,201 in financial expense, net.

From January 2025 to June 30, 2025, the holder of the January Note converted an aggregate of $2,673 of the principal amount into ordinary shares. On July 1, 2025, the Company repaid the remaining balance of the January Note in the amount of $271 thousand.

On June 30, 2025, the Company and the holder amended certain terms of the January Warrant. Following an evaluation of the amended terms, the Company concluded that the warrant is considered indexed to its own equity and reclassified the warrant liability to additional paid-in capital in the amount of $232.

The following table lists the significant unobservable inputs used for calculation of fair value of January Note and January Warrant as of January 16, 2025:

	January<br><br> Note			January<br><br> Warrant
Expected volatility		152.28	%		110.69	%
Exercise price	$	667.80		$	667.80
Share price	$	583.10		$	583.10
Risk-free interest rate		4.21	%		4.41	%
Dividend yield		-			-
Expected life		1.5			5.5

The following table presents changes in the fair value of the January Note and the January Warrants during the period:

	January<br><br> Note
Balance as of December 31, 2024		-		-
Issuance of promissory notes<br> and derivative liability		4,246		1,520
Conversions into ordinary shares		(3,159	)	-
Change in fair value(*)		(816	)	(1,288	)
Reclassification to equity		-		(232	)
Repayment		(271	)	-
Balance as of December 31, 2025		-		-
(*)	Upon issuance, the Company recognized a day-one loss of $3,201 thousand relating to the January Note and January Warrant, in addition to the revaluation disclosed above.
---	---
e.	Convertible Promissory Notes - June 2025 Facility:
---	---

On June 26, 2025, the Company entered into a securities purchase agreement (the “June SPA”) with an institutional investor (the “Investor”), pursuant to which the Company may, from time to time and subject to specified conditions, issue and sell convertible promissory notes (the “June Notes”, and each a “June Note”) in an aggregate principal amount of up to $100,000.

At the initial closing, the Company issued a June Note with a principal amount of $5,000 for a purchase price of $4,500 in cash. Beginning December 1, 2025, and subject to the terms of the June SPA and satisfaction of certain conditions, the Company may request additional drawdowns of up to $2,500 each quarter, with a purchase price equal to 90% of the principal amount.

Each June Note bears interest at an annual rate of 4% (increasing to 14% upon an event of default) and is repayable in ten equal monthly installments beginning on the 18th month following its date of issuance, unless repaid earlier at the Company’s discretion or extended at the Investor’s option. The outstanding balance is convertible, at the option of the Investor, at a conversion price equal to the lower of (i) $95.20 per share and (ii) 88% of the lowest daily VWAP during the 20 trading days preceding conversion, subject to a floor of $14.40 per share and certain other adjustments.

F-28

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE11 — DERIVATIVE LIABILITIES AND CONVERTIBLE PROMISSORY NOTES (cont.)

The following table lists the significant unobservable inputs used for calculation of fair value of June Notes:

	December 31,<br><br> 2025			June 28,<br><br> 2025
Expected volatility		150.73	%		156.93	%
Exercise price	$	14.42		$	14.39
Share price	$	11.51		$	115.64
Risk-free interest rate		3.48	%		3.83	%
Dividend yield		-			-
Expected life		0.98			1.5

The June Notes contain variable conversion terms and other features that do not qualify for equity classification under ASC 815-40. Accordingly, the June Notes are accounted for as liabilities measured at fair value with changes in fair value recognized in financial expense (income), net.

The Company issued an additional June Note on December 9, 2025 with a principal amount of $500 thousand for a purchase price of $450 thousand in cash, which included a conversion price floor of $12.91 per share.

The activity in the June Notes is summarized below:


Balance as of January 1, 2025	-		-
Issuance of June Notes (June<br> 26, 2025)	5,000		4,500
Issuance of June Note (December 9, 2025)	500		450
Conversions	(4,358	)	(4,358	)
Accrued interest	85		85
Remeasurement gain<br> (loss) recognized in financial expense, net	-		1
Balance as of December<br> 31, 2025	1,227		678

NOTE

12 — CONVERTIBLE DEBENTURES

On August 21, 2025, Fort Technology issued unsecured convertible debentures in an aggregate principal amount of CAD 5,000 thousand (approximately $3,630 thousand) (the “Convertible Debentures”). The Convertible Debentures mature on August 21, 2027 and bear interest at 10% per annum, payable quarterly in cash.

The holders of the Convertible Debentures may convert the principal amount into units of Fort Technology at any time from issuance up to maturity at a conversion price of $1.86 per unit. Each unit consists of one common share and one warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.86 per share and is exercisable until August 21, 2030. Any unconverted principal is repayable in cash at maturity.

The Convertible Debentures are accounted for as debt and are subsequently measured at amortized cost using the effective interest method. Interest expense includes contractual coupon interest and the amortization of any discount and issuance costs and is presented within financial expense, net.

Total issuance costs were $408, consisting of (i) $242 related to common shares issued to advisors and certain investors and (ii) $166 of cash fees paid to advisors and certain investors. Issuance costs attributable to the Convertible Debentures were recorded as a debt discount and are amortized to interest expense over the term of the Convertible Debentures using the effective interest method.

Because the Company participated in the financing, any Convertible Debentures held by the Company are eliminated in consolidation. Accordingly, the Convertible Debentures are presented in the consolidated financial statements only to the extent held by external investors.

As of December 31, 2025, no amounts under the Convertible Debentures had been converted into units of Fort Technology. The principal amount of the Convertible Debentures held by external investors was $2,033, and the carrying amount was $1,685, net of unamortized discount and issuance costs of $348. Total interest expense recognized on the Convertible Debentures for the year ended December 31, 2025 was $135.

F-29

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

13 — SHARE CAPITAL

a.	The share capital composed of ordinary shares as follows:

The ordinary shares confer upon their holders the following rights: (i) the right to vote in any general meeting of the Company, (ii) the right to receive dividends, if and when declared by the Board of Directors and (iii) the right to receive upon liquidation of the Company a sum equal to the nominal value of the share, and if a surplus remains, to receive such surplus, subject to the rights conferred on any class of shares which may be issued in the future.

b.	Issuance of ordinary shares and warrants:
(1)	On August 30, 2022, the Company completed its IPO for aggregate gross proceeds of $15,465 (before deducting underwriting discounts and offering expenses). The Company issued 172 ordinary shares, and warrants (“IPO Warrants”) to purchase up to 172 ordinary shares. The ordinary shares and IPO Warrants were sold together in the IPO as units (“Units”) at an IPO price of $90,097.28 per Unit.
---	---

The IPO Warrants expire five years from the issuance date and had an initial exercise price of $87,498.32. The IPO Warrants included a two-year down-round protection feature, subject to an exercise price floor of $43,749.16. On November 28, 2022, the exercise price was adjusted to $43,749.16 and subsequently became fixed. The IPO Warrants were classified as equity because they met the equity classification conditions in ASC 815-40.

In connection with the adjustment of the IPO Warrants’ exercise price on November 28, 2022, the Company issued Additional Warrants to certain qualified holders pursuant to the IPO Warrant terms (see Note 11(a)).

The ordinary shares and IPO Warrants trade on the Nasdaq under the symbol “JFBR” and “JFBRW”, respectively.

(2)	On August 30, 2022, the Company issued warrants to lenders (“Lender Warrants”) to purchase up to 4 ordinary shares, exercisable for three years at an exercise price of $87,498.32 per share (cashless exercise permitted). The Lender Warrants are accounted for as equity instruments under ASC 815-40.
(3)	On August 30, 2022, the Company issued warrants to an advisor to purchase up to 1 ordinary shares at an exercise price of $87,498.32 per ordinary share (adjusted to $43,749.16 following the exercise price adjustment), exercisable until August 30, 2027. The warrants are accounted for as equity instruments under ASC 815-40.
---	---

(4)

On January 29, 2024, the Company raised gross proceeds of $7,275 (before deducting fees to the placement agent and other expenses) through a private placement. The Company issued an aggregate of (i) 609 ordinary shares; (ii) pre-funded warrants to purchase up to 266 ordinary shares at an exercise price of $0.03 per ordinary share; (iii) Series A Warrants and (iv) Series B Warrants. The Series A Warrants were classified as derivative liabilities and measured at fair value with changes recognized in earnings. The Series B Warrants were initially classified as liabilities and were subsequently reclassified to equity on March 11, 2024 upon the terms becoming fixed (see note 11(b) and note 11(c)). During the year ended December 31, 2024, 32,159 Series B Warrants were exercised and all of the pre-funded warrants were exercised in full. No Series B Warrants were exercised during the year ended December 31, 2025. During the year ended December 31, 2025 and 2024, 3,847 and 3,469 Series A Warrants were exercised, resulting proceeds of $613 and $2,229, respectfully.

(5)

On May 28, 2025, the Company issued to an institutional investor in a registered direct offering: (i) 2,784 ordinary shares, at an offering price of $71.40 per ordinary share, and (ii) pre-funded warrants to purchase up to 5,362 ordinary shares, at an offering price of $71.40 per pre-funded warrant. The pre-funded warrants are exercisable immediately upon issuance, at an exercise price of $71.40 per ordinary share, and do not expire until they are exercised in full. The Company received gross proceeds of approximately $582 thousand from the offering. All of the pre-funded warrants issued in the offering were exercised.

---

F-30

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

14 — EQUITY INCENTIVE PLAN

a.	Equity Incentive Plan:

On May 15, 2024, the Company adopted the 2024 Share Incentive Option Plan (the “2024 Plan”). A total of 65,429 ordinary shares are reserved and subject to the 2024 Plan. The Plan is intended as an incentive to retain directors, officers, employees, consultants and advisers of the Company.

b.	Shares granted to service providers:
1.	On April 9, 2025, the Company granted certain service providers 2,203 ordinary shares in the aggregate and recorded an expense of $509 in general and administrative expenses in respect for such grants.
---	---
2.	On December 23, 2025, the Company granted certain service providers 1,974 ordinary shares in the aggregate and recorded an expense of $28 in general and administrative expenses in respect for such grants.
---	---
c.	RSUs granted to employees:
---	---
1.	On September 10, 2025 and October 16, 2025, the Company granted 7,244 RSUs to officers and members of the Board of Directors. The RSUs will vest in 8 quarterly tranches over 2 years from the vesting commencement date, September 10, 2025. The fair value of each RSU at the grant date was $53.62 and 52.08, respectively, based on the Company’s ordinary share price on their grant date. During 2025, 911 RSUs vested, no RSUs were forfeited or expired. The Company recorded an expense of $59 in respect of such grant, included in general and administrative expenses.
---	---
2.	On September 15, 2025, Fort Technology granted 139,286 RSUs to its officers and members of the Board of Directors and 128,571 RSUs to its consultants. The RSUs are, upon vesting, exchangeable on a one-for-one basis with Fort Technology’s common shares. Half of the RSUs granted will vest after one year and the other half will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards and recorded under noncontrolling interest in the consolidated statements of changes in shareholders’ equity. The fair value of each RSU at the grant date was $2.32, based on Fort Technology’s common share price on their grant date. During 2025, no RSUs vested, were forfeited, or expired. The Company recorded an expense of $92 in respect of such grant, included in general and administrative expenses.
---	---

As of December 31, 2025, unrecognized share-based compensation expense that will be recognized over the next 1.71 years is $532.

F-31

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE14 — EQUITY INCENTIVE PLAN (cont.)

d.	Share Based Compensation Expense:

The total share-based compensation expense, related to the issuance of ordinary shares and RSUs granted to employees, directors and service providers was comprised, at each period, as follows:

	Year<br> ended December 31
	2025			2024		2023
General<br> and administrative		688			-		-
		688			-		-
Less:<br> Share-based compensation expense attributable to noncontrolling interests		(92	)		-		-
Share-based<br> compensation expense attributable to Nexera		596			-		-

NOTE

15 — FINANCE (INCOME) EXPENSE, NET

	Year<br> ended December 31
	2025			2024			2023
Finance income:
Change in fair value of derivative<br> liabilities and convertible promissory notes		(3,562	)		-			(841	)
Interest income		(100	)		(78	)		(4	)
Total finance income		(3,662	)		(78	)		(845	)
Finance expense:
Change in fair value of derivative liabilities		-			607			-
Finance expenses in respect of third-party<br> loan		-			7			-
Exchange rate differences		3			51			91
Issuance costs		160			603			-
Interest expense on loans from shareholders<br> and related parties		175			-			-
Other finance expenses		261			37			10
Revaluation of securities<br> -fair value through profit or loss		5			63			221
Total finance expenses		604			1,368			322
Finance expense (income),<br> net		(3,058	)		1,290			(523	)

F-32

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

16 — TAXES ON INCOME

Nexera and Top Rank are taxed according to Israeli tax laws. The corporate tax rate in Israel is 23% since 2022.

Smart Pro, KeepZone and Fort U.S. are taxed according to U.S. federal California state and Delaware state laws. The blended corporate tax rate has been 28% since 2022.

Fort is taxed according to United Kingdom tax law. The corporate tax rate was 19% until March 2024 and 25% thereafter.

Fort Technology is taxed according to Canadian federal tax law and the British Columbia Provincial tax. The relevant companies’ tax applicable to Fort commencing from 2025 (acquisition year) and thereafter is 27%

Capital gains are subject to capital gain tax according to the corporate tax rate for the year during which the assets are sold.

For financial reporting purposes loss before taxes includes the following components:

	Year<br> ended December 31
	2025			2024			2023
Israel		(1,217	)		(5,467	)		(2,866	)
Foreign		(3,566	)		(2,027	)		(1,700	)
		(4,783	)		(7,494	)		(4,566	)

Income tax expense (benefit) was as follows:

	Year<br> ended December 31
	2025			2024		2023
Israel		-			8		7
Foreign		3			101		78
Total current income tax expense		3			109		85
Deferred:
Israel		-			-		-
Foreign		(747	)		201		(53	)
Total deferred tax expenses (income)		(747	)		201		(53	)
Prior year adjustments:
Israel		-			-		-
Foreign		8			-		-
Total prior year<br> adjustments		8			-		-
Total tax expense (benefit)		(736	)		310		32

F-33

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE16 — TAXES ON INCOME (cont.)

A reconciliation of the Group’s statutory income tax rate to effective income tax rate for the year ended December 31, 2025 after the adoption of ASU 2023-09 is as follows:

	Year<br> ended December 31,
	2025
	%
Loss before taxes as reported in<br> the consolidated statements of income		(4,783	)
Statutory rate tax				23	%
Theoretical Tax Income		(1,101	)
Foreign Tax Effects:
United States
Statutory tax rate difference		(73	)	1.53	%
Changes in valuation allowances		(81	)	1.69	%
UK
Statutory tax rate difference		(13	)	0.27	%
Previous years taxes		(8	)	0.15	%
Other reconciling items		7		-0.15	%
Canada
Statutory tax rate difference		(44	)	0.92	%
Changes in valuation allowances		297		-6.21	%
Changes in valuation allowances		280		-5.85	%
Effective<br> tax expense (benefit)		(736	)	13.66	%

Deferred taxes are comprised of the following components:

	Year<br> ended December 31,
	2025			2024
Deferred tax asset
Intangible assets		914			487
Investment accounted for using the equity method		354			511
Operating lease right of use asset		836			72
Operating loss carryforward		5,518			2,719
Total deferred tax assets		7,622			3,789
Valuation allowance		(6,239	)		(3,717	)
Total<br> deferred tax assets after valuation allowance		1,383			72
Deferred tax liabilities
Intangible assets acquired on business combination<br> (see note 3(a))		442			-
Property and equipment		29			33
Operating lease liability		780			72
Total<br> deferred tax liability		1,251			105
Net deferred tax (liability)<br> assets		134			(33	)

Deferred tax assets on losses for tax purposes carried forward to subsequent years are recognized if utilization of the related tax benefit against a future taxable income is expected.

As of December 31, 2025, the Group had net operating loss carryforwards of approximately $15,436 at the Company (compared to $10,002 as of December 31, 2024), $2,852 at Fort-Technology (acquired in 2025), $3,681 at Smart and Pure Logistics* (compared to $1,494 as of December 31, 2024), and $38 at KeepZone (with no carryforwards as of December 31, 2024). Management does not expect to realize the related deferred tax assets for the Company, Fort-Technology, Smart, Pure Logistics, and KeepZone and, accordingly, a valuation allowance was recorded against these net operating loss carryforwards.

Fort had net operating loss carryforwards of approximately $634 as of December 31, 2025 (with no carryforwards as of December 31, 2024), and the Company recorded a deferred tax asset for the full amount based on its expectation of utilization.

*	Pure<br> Logistics was acquired in 2025 and, from the acquisition date, is reported together with<br> Smart Repair Pro as a disregarded entity.

F-34

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

17 — NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO NEXERA TECHNOLOGIES LTD

The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders:

	Year<br> ended December 31
	2025			2024			2023
Numerator:
Net<br> loss attributable to Nexera Technologies Ltd. shareholders		(3,677	)		(7,804	)		(4,598	)
Denominator:
Shares<br> of ordinary share used in computing basic and diluted net loss per share(*)		45,357			2,753			383
Basic<br> and diluted net loss per ordinary share attributable to Nexera (*)		(81.07	)		(2,835.12	)		(12,010.49	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, because such securities had an antidilutive impact (the securities presented according to the number of issuable shares):

	Year<br> ended December 31
	2025		2024		2023
IPO Warrants and Additional<br> Warrants (Note 13(b))		302		302		302
Series A Warrants		6,833		10,679		-
Series B Warrants		81		81		-
Underwriter warrants (Note 13)		28		28		28
Other warrants		4		4		4
		7,248		11,094		334
(*)	Share<br> and per share data in these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits<br> effected in November 2024, June 2025 and February 2026 (see Note 1(d)).
---	---

NOTE

18 — SEGMENT INFORMATION

Segment information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), manages the business, makes operational decisions and assesses performance. The Company has two operating and reportable segments: (i) E-commerce, which consist primarily of the acquisition, improvement and operation of the Group’s Brands sold mainly through online marketplaces (including Amazon), and (ii) Logistics, which consists of warehousing and distribution services provided by Pure Logistics.

The CODM evaluates segment performance and allocates resources primarily based on segment net loss. Segment results include revenues and expenses directly attributable to each segment, and may include allocations of certain corporate costs, as applicable. The CODM reviews total consolidated assets for purpose of assessing segment assets, accordingly, asset information by segment is not presented.

F-35

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE18 — SEGMENT INFORMATION (cont.)

The following table sets forth reporting segment information:

Year ended December 31, 2025
Revenues	14,412		2,418				16,830
Cost of revenues and Cost of advertising (1)	(14,235	)	(2,099	)			(16,334	)
Operating expenses (2)	(7,562	)	(327	)			(7,889	)
Other segment items (3)	-		-		3,346		3,346
Net loss	(7,385	)	(8	)	3,346		(4,047	)
Year ended December 31, 2024
Revenues	13,688		-		-		13,688
Cost of revenues and Cost of advertising (1)	(13,291	)			-		(13,291	)
Operating expenses (2)	(5,357	)	-		-		(5,357	)
Other segment items (3)	-		-		(2,844	)	(2,844	)
Net loss	(4,960	)	-		(2,844	)	(7,804	)
Year ended December 31, 2023
Revenues	10,008		-		-		10,008
Cost of revenues and Cost of advertising (1)	(9,757	)	-		-		(9,757	)
Operating expenses (2)	(3,540	)	-		-		(3,540	)
Other segment items (3)	-		-		(1,309	)	(1,309	)
Net loss	(3,289	)	-		(1,309	)	(4,598	)

(1)	Includes cost of goods sold and direct advertising expenses related to Amazon and other sites.

(2)	Operating expenses include payroll (which are not included in the cost of goods sold), interest income (expense), net, exchange rate differences, advertising and marketing expenses which are not included in cost of advertising rent, insurance, travel and entertainment, income taxes, consultants fee, legal fees and miscellaneous expenses.

(3)	Other segment expense items include equity losses, changes in the fair value of derivative liabilities and investments measured at fair value, finance expenses related to convertible debt, convertible loan receivable and loan commitment liabilities, other financial expenses, depreciation and amortization of intangible assets and income taxes.

Revenuesare attributed to geographic areas:

	Year ended December 31,
	2025		2024		2023
America		5,200		3,082		3,865
United Kingdom (*)		9,413		9,380		5,406
France (*)		830		582		146
Other Europe		1,387		644		591
		16,830		13,688		10,008

F-36

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

19 — RELATED PARTIES

a.	Transactions with related parties:

	Year<br> ended December 31,
	2025			2024			2023
Cost of sales:
Inventory storage<br> (c1)		55			405			545
Purchased<br> goods		20			-			-
General and administrative:
Consulting fees (c1), (c2)		176			485			180
Share-based compensation<br> (c6)		173			-			-
Revenue<br> Sharing Payment (c4)		5			47			40
Other income:
Consulting Agreement (c3)		(120	)		(120	)		(255	)
Financial expenses (income),<br> net:
Interest expense on deferred<br> payment (c5)		103			-			-

b.	Balances with related parties:

	Year<br> ended December 31,
	2025		2024
Assets:
Other receivables – non-current<br> (c3)		232		122
Liabilities:
Other payables (c1) (c2) (c4)		15		120

c.	Additional information:

(*)

Pure Capital holds 100% of Xylo Technologies Ltd. (formerly Medigus Ltd.) (“Xylo”). 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 related party transactions with Pure Capital and Xylo presented for the year ended December 31, 2025 reflect activity through July 31, 2025, and no related party balances with Pure Capital or Xylo were outstanding as of December 31, 2025.

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 57.75 thousand (approximately $16). Pursuant to the Pure Capital Consulting Agreement, Pure Capital is also entitled during the term of the consulting agreement to the following payments: (i) an amount equal to 7% of the gross proceeds paid to the Company in connection with any exercise of warrants, including warrants then outstanding or issued thereafter, and (ii) 8% of the total consideration paid in connection with any purchase of a new brand, businesses, or similar events initiated or assisted by Pure Capital. 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. As described in Note 3, 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).

F-37

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands, except per share data)

NOTE19 — RELATED PARTIES (cont.)

On February 5, 2024, the Company paid Pure Capital $100 under the Pure Capital Consulting Agreement, in connection with the Company’s IPO.

On April 7, 2025, the Company and Pure Capital entered into an amendment to the Pure Capital Consulting Agreement, to be effective as of January 1, 2024. Pursuant to the amendment, Pure Capital is entitled to a special bonus upon the consummation of an offering of securities of the Company, including proceeds received from the exercise of warrants, based on the following distribution of gross proceeds: (i) up to $2,500, Pure Capital will be entitled to a bonus payment of $175; (ii) between $2,500 and $5,000, Pure Capital will be entitled to a bonus payment between $175 to $300; (iii) between $5,000 and $10,000, Pure Capital will be entitled to a bonus payment between $300 to $700; and (iv) above $10,000, Pure Capital will be entitled to a bonus payment between $700 to $1,300. In addition, in lieu of a bonus payment of $124 that Pure Capital was entitled to pursuant to the amendment, the Company issued 5,964 ordinary shares to Pure Capital.

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, instead, reimbursement of monthly expenses up to $5.

On April 30, 2024, the Company entered into a consulting agreement (the “Xylo Consulting Agreement”) with Xylo, as amended in April 2025, pursuant to which Xylo provides consulting services to the Company for a monthly fee of $10. The Xylo Consulting Agreement is for a 36-month term beginning in January 2024 and may be terminated for cause upon 30 days’ prior notice.

On March 22, 2023, the Company entered into a consulting agreement with SciSparc U.S. (the “SciSparc Consulting Agreement”), as amended in November 2023, pursuant to which the Company agreed to provide management services to SciSparc U.S. for the Wellution brand for a monthly fee of $10 . The SciSparc Consulting Agreement has no defined term and may be terminated by either party with 30 days’ prior notice. 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 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 April 2024, the Company paid $12 to Xylo and $9 to Pure Capital as a revenue sharing payment.
5.	On January 16, 2025, the Company issued convertible promissory note<br>to the Investor,. see Note 11(d).

6.	On April 9, 2025, the Company granted service providers ordinary shares,<br>see Note 14(b).

F-38

NEXERA

TECHNOLOGIES LTD (FORMERLY JEFFS’ BRANDS LTD) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollar in thousands, except per share data)

NOTE

20 — SUBSEQUENT EVENTS

1.	On January 1, 2026, the Company granted 32,260 RSUs to officers, employees and members of the Board of Directors. The RSUs will vest in 8 quarterly tranches over two years from the vesting commencement date, January 1, 2026.

2.	On January 1, 2026, the Company amended the June Notes agreement with the Investor to decrease the conversion price floor applicable to the June 2025 June Note to $4.62 per share.

3.	On January<br> 13, 2026, Fort Technology entered into an amendment to its convertible loan agreement with EEH (see note 8)

4.	On January 16, 2026, the holder of the June Note converted outstanding principal and accumulated interest balance of $733 under the June Notes into the Company’s ordinary shares.

5.	On January 22, 2026, the Company issued to certain investors in a registered direct offering 286,224 ordinary shares, at an offering price of $8.4 per ordinary share for gross proceeds of $2,404.

6.	On January 26, 2026, the Company granted 2,143 RSUs to one of the members of the Board. The RSUs vested immediately upon grant.
7.	On January 28, 2026, Fort signed a new lease agreement (see Note 7)
---	---

8.	On February 17, 2026 the Company effected a reverse share split – see note 1(d). Such reverse share split triggered an adjustment to the Series A Warrants under the reverse split reset mechanism (see note 11(b)). As a result, an additional 1,108,369 Series A Warrants were issued at an exercise price of $3.9663 per warrant.

9.	On February 18, 2026, the Company issued an additional June Note to the Investor with a principal amount of $600 for a purchase price of $540 in cash.
	In addition, on that date, the Company issued to the Investor warrants to purchase 178,959 Ordinary Shares with exercise price of $5.53.

10.	On February 23, 2026, the Company closed a share transfer agreement<br>entered into with institutional investors. Following, the Company sold 714,286 common shares of Fort Technology, in aggregate amount of<br>$680 (CAD 928 thousand).
11.	On March 27, 2026, the Company issued 156,057 restricted ordinary shares to consultants at a price of $4 per ordinary share.
12.	During 2026, KeepZone entered into multiple reseller and distribution<br>agreements in the homeland security (“HLS”) sector with various technology providers, primarily relating to security, surveillance,<br>and defense solutions.
13.	On February 28, a joint military operation by<br>the United States and Israel against targets in Iran was launched, followed by retaliatory actions by Iran and increased hostilities involving<br>Hezbollah. These developments led to security measures in Israel, including restrictions on movement, temporary business limitations,<br>and partial disruption of economic activity.<br><br><br><br><br><br>During this period, the Company’s offices in Israel were closed<br>on certain days. However, the Company has not experienced any material disruption to its operations, and its business activities have<br>continued substantially as planned. Accordingly, as of the date of this report, these events have not had a material impact on the Company’s<br>operations or financial position. The Company continues to monitor developments and will assess any potential future effects as necessary.

F-39

Exhibit 1.1

AMENDED& RESTATED ARTICLES

THE COMPANIES LAW, 1999

A LIMITED LIABILITY COMPANY

ARTICLESOF ASSOCIATIONOF

NEXERATECHNOLOGIES LTD.

1. Definitions; Interpretation.

(a) In these Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite to them respectively, unless inconsistent with the subject or context.

“Articles”	shall<br> mean these Articles of Association, as amended from time to time.
“Board of Directors”	shall<br> mean the Board of Directors of the Company.
“Chairperson”	shall<br> mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context provides.
“Company”	shall<br> mean NEXERA TECHNOLOGIES LTD נקסרה טכנולוגיות<br> בע”מ
“Companies Law”	shall<br> mean the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Companies Law shall include reference to<br> the Companies ordinance (New Version), 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof.
“Director(s)”	shall<br> mean the member(s) of the Board of Directors holding office at any given time, including alternate directors.
“General Meeting”	shall<br> mean an Annual General Meeting or Special General Meeting of the Shareholders, as the case may be.
“NIS”	shall<br> mean New Israeli Shekels.
“Office”	shall<br> mean the registered office of the Company at any given time.
“Office Holder” or “Officer”	shall<br> mean as defined in the Companies Law.
“RTP Law”	shall<br> mean the Israeli Restrictive Trade Practices Law, 5758-1988.
“Securities Law”	shall<br> mean the Israeli Securities Law, 5728-1968.
“Shareholder(s)”	shall<br> mean the shareholder(s) of the Company, at any given time.
“in writing” or “writing”	shall<br> mean written, printed, photocopied, photographic, typed, sent via email, facsimile or produced by any visible substitute for writing,<br> or partly one and partly another, and signed shall be construed accordingly.

(b) Unless otherwise defined in these Articles or required by the context, terms used herein shall have the meaning provided therefor under the Companies Law.

(c) Unless the context shall otherwise require: words in the singular shall also include the plural, and vice versa; any pronoun shall include the corresponding masculine, feminine and neuter forms; the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and “hereunder” and words of similar import refer to these Articles in its entirety and not to any part hereof; all references herein to Articles, Sections or clauses shall be deemed references to Articles, Sections or clauses of these Articles; any references to any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law and all rules and regulations promulgated thereunder (including, any rules, regulations or forms prescribed by any governmental authority or securities exchange commission or authority, if and to the extent applicable); any reference to a “day” or a number of “days” (without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of calendar days; reference to month or year means according to the Gregorian calendar; any reference to a “company”, “corporate body” or “entity” shall include a, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and reference to a “person” shall mean any of the foregoing or an individual.

(d) The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

LIMITEDLIABILITY

2.	The Company is a limited<br> liability company and therefore each shareholder’s obligations to the Company shall be limited to the payment of the nominal<br> value of the shares held by such shareholder, subject to the provisions of the Companies Law.

PUBLICCOMPANY; COMPANY’S OBJECTIVES

PUBLIC COMPANY; OBJECTIVES.

(a) The Company is a Public Company as such term is defined in and as long as it so qualifies under the Companies Law.

(b) The Company’s objectives are to carry on any business, and do any act, which is not prohibited by law.

4. Donations.

The Company may donate a reasonable amount of money (in cash or in kind, including the Company’s securities) for any purpose that the Board of Directors finds appropriate.

SHARECAPITAL

Authorized Share Capital**.**

(a) The share capital of the Company shall consist of 1,500,000,000 ordinary shares, no par value each (the “Shares”).

(b) The shares shall rank pari passu in all respects.

6. Increase of Authorized Share Capital**.**

(a) The Company may, from time to time, by a shareholders’ resolution, whether or not all the shares then authorized have been issued, and whether or not all the shares theretofore issued have been called up for payment, increase its authorized share capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as such resolution shall provide.

(b) Except to the extent otherwise provided in such resolution, any new shares included in the authorized share capital increased as aforesaid shall be subject to all the provisions of these Articles which are applicable to shares of such class included in the existing share capital without regard to class (and, if such new shares are of the same class as a class of shares included in the existing share capital, to all of the provisions which are applicable to shares of such class included in the existing share capital).

Special or Class Rights; Modification of Rights**.**

(a) If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class, unless otherwise provided by the companies Law or these Articles, may be modified or cancelled by the company by a resolution of the General Meeting of the holders of all shares as one class, without any required separate resolution of any class of shares.

(b) The provisions of these Articles relating to General Meetings shall, mutatis mutandis, apply to any separate General Meeting of the holders of the shares of a particular class, it being clarified that the requisite quorum at any such separate General Meeting shall be two or more shareholders present in person or by proxy and holding not less than 15 percent of the issued shares of such class.

(c) Unless otherwise provided by these Articles, an increase in the authorized share capital, the creation of a new class of shares, an increase in the authorized share capital of a class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital, shall not be deemed, for purposes of this Article 7, to modify or derogate or cancel the rights attached to previously issued shares of such class or of any other class.

8. Consolidation, Division, Cancellation and Reduction of Share Capital**.**

(a) The company may, from time to time, by or pursuant to an authorization of a shareholders’ resolution, and subject to applicable law:

(i) consolidate all or any part of its issued or unissued authorized share capital into shares of a per share nominal value which is larger, equal to or smaller than the per share nominal value of its existing shares;

(ii) divide or sub-divide its shares (issued or unissued) or any of them, into shares of smaller or the same nominal value (subject, however, to the provisions of the companies Law), and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special rights, or be subject to any such restrictions, as the company may attach to unissued or new shares;

(iii) cancel any shares which, at the date of the adoption of such resolution, have not been taken or agreed to be taken by any person, and reduce the amount of its share capital by the amount of the shares so canceled; or

(iv) reduce its share capital in any manner.

(b) With respect to any consolidation of issued shares and with respect to any other action which may result in fractional shares, the Board of Directors may settle any difficulty which may arise with regard thereto, as it deems fit, and, in connection with any such consolidation or other action which could result in fractional shares, may, without limiting its aforesaid power:

(i) determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into a share of a larger, equal or smaller nominal value per share;

(ii) issue, in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;

(iii) redeem such shares or fractional shares sufficient to preclude or remove fractional share holdings;

(iv) round up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional shares; or

(v) cause the transfer of fractional shares by certain shareholders of the company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article 8(b)(v).

Issuance of Share Certificates, Replacement of Lost Certificates**.**

(a) To the extent that the Board of Directors determines that all shares shall be certificated or, if the Board of Directors does not so determine, to the extent that any shareholder requests a share certificate, share certificates shall be issued under the corporate seal of the company or its written, typed or stamped name and may bear the signature of one Director, the company’s CEO or of any other person or persons authorized therefor by the Board of Directors. signatures may be affixed in any mechanical or electronic form, as the Board of Directors may prescribe. For the avoidance of doubt, any transfer agent designated by the company may issue share certificates on behalf of the company even if the signatories on the share certificate no longer serve in the relevant capacities at the time of such issuance.

(b) Subject to the Article 9(a), each shareholder shall be entitled to one numbered certificate for all the shares of any class registered in his name. Each certificate may also specify the amount paid up thereon. The company (as determined by an officer of the company to be designated by the chief Executive officer) shall not refuse a request by a shareholder to obtain several certificates in place of one certificate, unless such request is, in the opinion of such officer, unreasonable. Where a shareholder has sold or transferred some of such shareholder’s shares, such shareholder shall be entitled to receive a certificate in respect of such shareholder’s remaining shares, provided that the previous certificate is delivered to the company before the issuance of a new certificate.

(c) A share certificate registered in the names of two or more persons shall be delivered to the person first named in the Register of shareholders in respect of such co-ownership.

(d) A share certificate which has been defaced, lost or destroyed, may be replaced, and the company shall issue a new certificate to replace such defaced, lost or destroyed certificate upon payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board of Directors in its discretion deems fit.

10. Registered Holder**.**

Except as otherwise provided in these Articles or the companies Law, the company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by the companies Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

11. Issuance and Repurchase of Shares**.**

(a) The unissued shares from time to time shall be under the control of the Board of Directors (and to the full extent permitted by law any committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable into or other rights to acquire from the company to such persons, on such terms and conditions (including inter alia terms relating to calls set forth in Article 13(f) hereof), and either at par or at a premium, or subject to the provisions of the companies Law, at a discount and/or with payment of commission, and at such times, as the Board of Directors (or the committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the company any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board of Directors (or the Committee, as the case may be) deems fit.

(b) The Company may at any time and from time to time, subject to the Companies Law, repurchase or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board of Directors shall determine, whether from any one or more shareholders. Such purchase shall not be deemed as payment of dividends and no shareholder will have the right to require the Company to purchase his shares or offer to purchase shares from any other shareholders.

12. Payment in Installment.

If pursuant to the terms of issuance of any share, all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company on the due date thereof by the then registered holder(s) of the share or the person(s) then entitled thereto.

13. Calls on Shares**.**

(a) The Board of Directors may, from time to time, as it, in its discretion, deems fit, make calls for payment upon shareholders in respect of any sum (including premium) which has not been paid up in respect of shares held by such shareholders and which is not, pursuant to the terms of issuance of such shares or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board of Directors, as any such times may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated in the resolution of the Board of Directors (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all the shares in respect of which such call was made.

(b) Notice of any call for payment by a shareholder shall be given in writing to such shareholder not less than fourteen (14) days prior to the time of payment fixed in such notice, and shall specify the time and place of payment, and the person to whom such payment is to be made. Prior to the time for any such payment fixed in a notice of a call given to a shareholder, the Board of Directors may in its absolute discretion, by notice in writing to such shareholder, revoke such call in whole or in part, extend the time fixed for payment thereof, or designate a different place of payment or person to whom payment is to be made. In the event of a call payable in installments, only one notice thereof needs be given.

(c) If pursuant to the terms of issuance of a share or otherwise, an amount is made payable at a fixed time (whether on account of such nominal value of such share or by way of premium), such amount shall be payable at such time as if it were payable by virtue of a call made by the Board of Directors and for which notice was given in accordance with paragraphs (a) and (b) of this Article 13, and the provision of these Articles with regard to calls (and the non-payment thereof) shall be applicable to such amount or such installment (and the non payment thereof).

(d) Joint holders of a share shall be jointly and severally liable to pay all calls for payment in respect of such share and all interest payable thereon.

(e) Any amount called for payment which is not paid when due shall bear interest from the date fixed for payment until actual payment thereof, at such rate (not exceeding the then prevailing debtor rate charged by leading commercial banks in Israel), and payable at such time(s) as the Board of Directors may prescribe.

(f) Upon the issuance of shares, the Board of Directors may provide for differences among the holders of such shares as to the amounts and times for payment of calls for payment in respect of such shares.

Prepayment.

With the approval of the Board of Directors, any shareholder may pay to the Company any amount not yet payable in respect of such shareholder’s shares, and the Board of Directors may approve the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance, at such rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to repay all or any part of the money so advanced, without premium or penalty. Nothing in this Article 14 shall derogate from the right of the Board of Directors to make any call for payment before or after receipt by the Company of any such advance.

15. Forfeiture and Surrender**.**

(a) If any shareholder fails to pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the Board of Directors, may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.

(b) upon the adoption of a resolution as to the forfeiture of a shareholder’s share, the Board of Directors shall cause notice thereof to be given to such shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board of Directors), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board of Directors may cancel such resolution of forfeiture, but no such cancellation shall stop the Board of Directors from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.

(c) Without derogating from Articles 52 and 56 hereof, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.

(d) The Company, by resolution of the Board of Directors, may accept the voluntary surrender of any share.

(e) Any share forfeited or surrendered as provided herein, shall become the property of the Company as a dormant share, and the same, subject to the provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board of Directors deems fit.

(f) Any person whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article 13(e) above, and the Board of Directors, in its discretion, may, but shall not be obligated to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. in the event of such forfeiture or surrender, the Company, by resolution of the Board of Directors, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the person in question (but not yet due) in respect of all shares owned by such shareholder, solely or jointly with another.

(g) The Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re-issued or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board of Directors from re-exercising its powers of forfeiture pursuant to this Article 15.

Lien.

(a) Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his debts, liabilities and engagements to the Company arising from any amount payable by such shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.

(b) The Board of Directors may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board of Directors deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such shareholder, his executors or administrators.

(c) The net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the residue (if any) shall be paid to the shareholder, his executors, administrators or assigns.

17. Sale After Forfeiture of Surrender or in Enforcement of Lien**.**

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall not be impeached by any person, and person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

18. Redeemable Shares**.**

The Company may, subject to applicable law, issue redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such shares or in their terms of issuance.

TRANSFEROF SHARES

Registration of Transfer**.**

No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors) has been submitted to the Company (or its transfer agent), together with any share certificate(s) and such other evidence of title as the Board of Directors may reasonably require. Notwithstanding anything to the contrary herein, shares registered in the name of The Depository Trust Company or its nominee shall be transferrable in accordance with the policies and procedures of The Depository Trust Company. until the transferee has been registered in the Register of shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on the Nasdaq or on any other stock exchange on which the Company’s shares are then listed for trading.

20. Suspension of Registration**.**

The Board of Directors may, in its discretion to the extent it deems necessary, close the Register of shareholders of registration of transfers of shares for a period determined by the Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Register of shareholders is so closed.

TRANSMISSIONOF SHARES

Decedents’ Shares.

(a) in case of a share registered in the names of two or more holders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the provisions of Article 21(b) have been effectively invoked.

(b) Any person becoming entitled to a share in consequence of the death of any person, upon producing evidence of the grant of probate or letters of administration or declaration of succession (or such other evidence as the Board of Directors may reasonably deem sufficient (or to an officer of the company to be designated by the chief Executive officer)), shall be registered as a shareholder in respect of such share, or may, subject to the provisions as to transfer contained herein, transfer such share.

22. Receivers and Liquidators**.**

(a) The company may recognize any receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder, and a trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to a shareholder or its properties, as being entitled to the shares registered in the name of such shareholder.

(b) such receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder and such trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceedings with respect to a shareholder or its properties, upon producing such evidence as the Board of Directors (or an officer of the company to be designated by the chief Executive officer) may deem sufficient as to his authority to act in such capacity or under this Article, shall with the consent of the Board of Directors (which the Board of Directors may grant or refuse in its absolute discretion), be registered as a shareholder in respect of such shares, or may, subject to the regulations as to transfer herein contained, transfer such shares.

GENERALMEETINGS

General Meetings.

(a) An annual General Meeting (“Annual General Meeting”) shall be held at such time and at such place, either within or out of the state of Israel, as may be determined by the Board of Directors, no later than fifteen (15) months after the date of the last Annual General Meeting.

(b) All General Meetings other than Annual General Meetings shall be called “Special General Meetings”.

24. Record Date for General Meeting**.**

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of shareholders of record entitled to notice of or to vote at a meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

25. Shareholder Proposal Request**.**

Any Shareholder or Shareholders of the Company holding at least the required percentage, under the Companies Law of the voting rights of the Company which entitles such Shareholder(s) to require the Company to include a matter on the agenda of a General Meeting (the “ProposingShareholder(s)”) may request, subject to the Companies Law, that the Board of Directors include a matter on the agenda of a General Meeting to be held in the future, provided that the Board of Directors determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board of Directors to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable law, and the Proposal Request must comply with the requirements of these Articles (including this Article 25) and any applicable law and stock exchange rules and regulations. The Proposal Request must be in writing, signed by all of the Proposing shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the secretary (or, in the absence thereof by the Chief Executive officer of the Company). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable law. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable law, the Proposal Request must include the following: (i) the name, address, telephone number, fax number and email address of the Proposing shareholder (or each Proposing shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of shares held by the Proposing shareholder(s), directly or indirectly (and, if any of such shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing shareholder, accompanied by evidence satisfactory to the Company of the record holding of such shares by the Proposing shareholder(s) as of the date of the Proposal Request; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting, and a representation that the Proposing Shareholder(s) intend to appear in person or by proxy at the general meeting; (iv) a description of all arrangements or understandings between the Proposing shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company. The Board of Directors, may, in its discretion, to the extent it deems necessary, request that the Proposing shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as the Board of Directors may reasonably require. A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing shareholder is, directly or indirectly, a general partner or managing member.

(a) The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five business days before the General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.

(b) The provisions of Articles 25(a) and 25(b) shall apply, mutatis mutandis, on any matter to be included on the agenda of a special General Meeting which is convened pursuant to a request of a shareholder duly delivered to the Company in accordance with the Companies Law.

26. Notice of General Meetings; Omission to Give Notice**.**

(a) The Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law, and any other requirements applicable to the company. Notwithstanding anything herein to the contrary, to the extent permitted under the companies Law, with the consent of all shareholders entitled to vote thereon, a resolution may be proposed and passed at such meeting although a lesser notice period than hereinabove prescribed has been given.

(b) The accidental omission to give notice of a General Meeting to any shareholder, or the non-receipt of notice sent to such shareholder, shall not invalidate the proceedings at such meeting or any resolution adopted thereat.

(c) No shareholder present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof, or any item acted upon at such meeting.

(d) The company may add additional places for shareholders to review the full text of the proposed resolutions to be adopted at a General Meeting, including an internet site.

PROCEEDINGSAT GENERAL MEETINGS

Quorum.

(a) No business shall be transacted at a General Meeting, or at any adjournment thereof, unless the quorum required under these Articles for such General Meeting or such adjourned meeting, as the case may be, is present when the meeting proceeds to business.

(b) In the absence of contrary provisions in these Articles, two or more shareholders (not in default in payment of any sum referred to in Article 13 hereof), present in person or by proxy and holding shares conferring in the aggregate at least twenty five percent (25%) of the voting power of the Company, shall constitute a quorum in Company’s General Meetings. A proxy may be deemed to be two (2) or more Shareholders pursuant to the number of Shareholders represented by the proxy holder.

(c) If within half an hour from the time appointed for the meeting a quorum is not present, then the meeting shall be canceled if it was convened upon requisition under Section 63 of the Companies Law, and in any other case, without any further notice the meeting shall be adjourned either (i) to the same day in the next week, at the same time and place, (ii) to such day and at such time and place as indicated in the notice to such meeting, or (iii) to such day and at such time and place as the Chairperson of the General Meeting shall determine (which may be earlier or later than the date pursuant to clause (i) above). No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting any shareholder (not in default as aforesaid) present in person or by proxy, shall constitute a quorum.

28. Chairperson of General Meeting**.**

The Chairperson of the Board of Directors shall preside as Chairperson of every General Meeting of the Company. If at any meeting the Chairperson is not present within fifteen (15) minutes after the time fixed for holding the meeting or is unwilling to act as Chairperson, any of the following may preside as Chairperson of the meeting (and in the following order): Director, Chief Executive officer, Chief Financial officer, Secretary or any person designated by any of the foregoing. if at any such meeting none of the foregoing persons is present or all are unwilling to act as Chairperson, the Shareholders present (in person or by proxy) shall choose a Shareholder or its proxy present at the meeting to be Chairperson. The office of Chairperson shall not, by itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairperson to vote as a shareholder or proxy of a shareholder if, in fact, he is also a shareholder or such proxy).

29. Adoption of Resolutions at General Meetings**.**

(a) Except as required by the Companies Law or these Articles, including, without limitation, Article 39 below, a resolution of the shareholders shall be adopted if approved by the holders of a simple majority of the voting power represented at the General Meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power present and voting. Without limiting the generality of the foregoing, a resolution with respect to a matter or action for which the Companies Law prescribes a higher majority or pursuant to which a provision requiring a higher majority would have been deemed to have been incorporated into these Articles, but resolutions with respect to which the Companies Law allows the Company’s Articles to provide otherwise, shall be adopted by a simple majority of the voting power represented at the General Meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power present and voting.

(b) Every question submitted to a General Meeting shall be decided by a show of hands, but the Chairperson of the General Meeting may determine that a resolution shall be decided by a written ballot. A written ballot may be implemented before the proposed resolution is voted upon or immediately after the declaration by the Chairperson of the results of the vote by a show of hands. if a vote by written ballot is taken after such declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by such written ballot.

(c) A declaration by the Chairperson of the General Meeting that a resolution has been carried unanimously, or carried by a particular majority, or rejected, and an entry to that effect in the minute book of the Company, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

30. Power to Adjourn.

A General Meeting, the consideration of any matter on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting at which a quorum is present (and he shall if so directed by the meeting, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the question of adjournment), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called; or (ii) by the Board (whether prior to or at the General Meeting).

31. Voting Power**.**

Subject to the provisions of Article 32(a) and to any provision hereof conferring special rights as to voting, or restricting the right to vote, every shareholder shall have one vote for each share held by him of record, on every resolution, without regard to whether the vote thereon is conducted by a show of hands, by written ballot or by any other means.

32. Voting Rights.

(a) No shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls then payable by him in respect of his shares in the Company have been paid.

(b) A company or other corporate body being a shareholder of the Company may duly authorize any person to be its representative at any meeting of the Company or to execute or deliver a proxy on its behalf. Any person so authorized shall be entitled to exercise on behalf of such shareholder all the power which the shareholder could have exercised if it were an individual. upon the request of the Chairperson of the General Meeting, written evidence of such authorization (in form acceptable to the Chairperson) shall be delivered to him.

(c) Any shareholder entitled to vote may vote either in person or by proxy (who need not be shareholder of the Company), or, if the shareholder is a company or other corporate body, by representative authorized pursuant to Article (b) above.

(d) if two or more persons are registered as joint holders of any share, the vote of the senior who tenders a vote, in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s). For the purpose of this Article 32(d), seniority shall be determined by the order of registration of the joint holders in the Register of shareholder.

(e) A shareholder who wishes to vote at a General Meeting shall prove his title to a share to the Company as required under the Companies Law and regulations promulgated thereunder. without prejudice to the aforesaid, the Board of Directors may prescribe regulations and procedures with regard to proof of title to the Company’s shares.

PROXIES

Instrument of Appointment**.**

(a) An instrument appointing a proxy shall be in writing and shall be substantially in the following form:

“I of

(Name of Shareholder)	(Address of Shareholder)
Being a shareholder of<br> NEXERA TECHNOLOGIES LTD. hereby appoints	(Name of Proxy)
of	(Address of Proxy)

as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the ___ day of___, ____and at any adjournment(s) thereof.

Signed this__________day of ________, _____________.

(Signature of Appointor)” or in any such form as may be approved by the Board of Directors.

(b) Subject to the Companies Law, the original instrument appointing a proxy or a copy thereof (and the power of attorney or other authority, if any, under which such instrument has been signed) shall be delivered to the Company (at its office, at its principal place of business, or at the offices of its registrar or transfer agent, or at such place as notice of the meeting may specify) not less than forty eight (48) hours (or such shorter period as the notice shall specify) before the time fixed for such meeting. Notwithstanding the above, the Chairperson shall have the right to waive the time requirement provided above with respect to all instruments of proxies and to accept any and all instruments of proxy until the beginning of a General Meeting. A document appointing a proxy shall be valid for every adjourned meeting of the General Meeting to which the document relates.

34. Effect of Death of Appointor of Transfer of Share and or Revocation of Appointment**.**

(a) A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing shareholder (or of his attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the company or by the chairperson of such meeting prior to such vote being cast.

(b) subject to the companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the company or the chairperson, subsequent to receipt by the company of such instrument, of written notice signed by the person signing such instrument or by the shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under Article 33(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument revoked thereby as referred to in Article 33(b) hereof, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the chairperson of such meeting of written notice from such shareholder of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 34(b) at or prior to the time such vote was cast.

BOARDOF DIRECTORS

Powers of Board of Directors**.**

(a) The Board of Directors may exercise all such powers and do all such acts and things as the Board of Directors is authorized by law or as the company is authorized to exercise and do and are not hereby or by law required to be exercised or done by the General Meeting. The authority conferred on the Board of Directors by this Article 35 shall be subject to the provisions of the companies Law, these Articles and any regulation or resolution consistent with these Articles adopted from time to time at a General Meeting, provided, however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been valid if such regulation or resolution had not been adopted.

(b) Without limiting the generality of the foregoing, the Board of Directors may, from time to time, set aside any amount(s) out of the profits of the company as a reserve or reserves for any purpose(s) which the Board of Directors, in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the company without being bound to keep the same separate from other assets of the company, and may subdivide or redesignate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board of Directors may from time to time think fit.

36. Exercise of Powers of Board of Directors**.**

(a) A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretion vested in or exercisable by the Board of Directors.

(b) A resolution proposed at any meeting of the Board of Directors shall be deemed adopted if approved by a majority of the Directors present, entitled to vote and voting thereon when such resolution is put to a vote.

(c) The Board of Directors may adopt resolutions, without convening a meeting of the Board of Directors, in writing or in any other manner permitted by the companies Law.

37. Delegation of Powers**.**

(a) The Board of Directors may, subject to the provisions of the companies Law, delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors”, or “Committee”), each consisting of one or more persons (who may or may not be Directors), and it may from time to time revoke such delegation or alter the composition of any such committee. No regulation imposed by the Board of Directors on any committee and no resolution of the Board of Directors shall invalidate any prior act done pursuant to a resolution by the committee which would have been valid if such regulation or resolution of the Board had not been adopted. The meeting and proceedings of any such committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, so far as not superseded by any regulations adopted by the Board of Directors or by the Companies Law. Unless otherwise expressly prohibited by the Board of Directors in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers.

(b) Without derogating from the provisions of Article 49, the Board of Directors may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons.

(c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

Number of Directors**.**

(a) The Board of Directors shall consist of such number of Directors, not less than three (3) nor more than twelve (12), including the External Directors, which will be elected if and as required under the Companies Law, as may be fixed from time to time by the Board of Directors.

(b) Notwithstanding anything to the contrary herein, this Article 38 may only be amended or replaced by a resolution adopted at a General Meeting by a majority of 70% of the voting power represented at the General Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting.

39. Election and Removal of Directors**.**

(a) The Directors, excluding the External Directors if any (who shall be elected and serve in office in strict accordance with the provisions of the companies Law, if so required by the companies Law), shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, hereby designated as class i, class ii and class iii.

(i) The term of office of the initial class i directors shall expire at the first Annual General Meeting to be held in 2022 and when their successors are elected and qualified,

(ii) The term of office of the initial class ii directors shall expire at the first Annual General Meeting following the Annual General Meeting referred to in clause (i) above and when their successors are elected and qualified, and

(iii) The term of office of the initial class iii directors shall expire at the first Annual General Meeting following the Annual General Meeting referred to in clause (ii) above and when their successors are elected and qualified.

(b) Directors (other than External Directors), may be elected only in Annual Meetings. At each Annual General Meeting, commencing with the Annual General Meeting to be held in 2022, each of the successors elected to replace the Directors of a class whose term shall have expired at such Annual General Meeting shall be elected to hold office until the third Annual General Meeting next succeeding his or her election and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each Director shall serve until his or her successor is elected and qualified or until such earlier time as such Director’s office is vacated.

(c) if the number of Directors (excluding External Directors) that constitutes the Board of Directors is hereafter changed, the then-serving Directors shall be redesignated to other classes and/or any newly created directorships or decrease in directorships shall be apportioned by the Board of Directors among the classes so as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

(d) Prior to every Annual General Meeting of the company at which Directors are to be elected, and subject to clauses 39(a) and (h) of this Article, the Board of Directors (or a committee thereof) shall select, by a resolution adopted by a majority of the Board of Directors (or such committee), a number of Persons to be proposed to the shareholders for election as Directors at such Annual General Meeting (the “Nominees”).

(e) Any Proposing shareholder requesting to include on the agenda of an Annual General Meeting a nomination of a Person to be proposed to the shareholders for election as Director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 39(e) and Article 25 and applicable law. Unless otherwise determined by the Board, a Proposal Request relating to Alternate Nominee is deemed to be a matter that is appropriate to be considered only in an Annual General Meeting. in addition to any information required to be included in accordance with applicable law, such a Proposal Request shall include information required pursuant to Article 25, and shall also set forth: (i) the name, address, telephone number, fax number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the company’s notices and proxy materials relating to the Annual General Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be named in the company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the companies Law and any other applicable law and stock exchange rules and regulations for the appointment of such an Alternate Nominee and an undertaking that all of the information that is required under law and stock exchange rules and regulations to be provided to the company in connection with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements under Form 20-F or any other applicable form prescribed by the U.s. securities and Exchange commission); (v) a declaration made by the Alternate Nominee of whether he or she meets the criteria for an independent director and/or External Director of the company under the companies Law and/or under any applicable law, regulation or stock exchange rules, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the Proposal Request by applicable law, regulations or stock exchange rules. in addition, the Proposing shareholder shall promptly provide any other information reasonably requested by the company. The Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The company shall be entitled to publish any information provided by a Proposing shareholder pursuant to this Article 39(e) and Article 25, and the Proposing shareholder shall be responsible for the accuracy and completeness thereof.

(f) The Nominees or Alternate Nominees shall be elected by a resolution adopted at the Annual General Meeting at which they are subject to election.

(g) Notwithstanding anything to the contrary herein, this Article 39 and Article 42(e) may only be amended, replaced or suspended by a resolution adopted at a General Meeting by a majority of 70% of the voting power represented at the General Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting.

(h) Notwithstanding anything to the contrary in these Articles, the election, qualification, removal or dismissal of External Directors shall be only in accordance with the applicable provisions set forth in the Companies Law.

(i) Directors whose terms of office have expired or terminated may be re-elected. The aforesaid will not apply to external directors, whose reappointment shall be in accordance with the provisions of the Companies Law and the regulations promulgated thereunder.

40. Commencement of Directorship**.**

Without derogating from Article 39, the term of office of a Director shall commence as of the date of his appointment or election, or on a later date if so specified in his appointment or election.

Continuing Directors in the Event of Vacancies**.**

The Board may at any time and from time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to the number of Directors serving being less than the maximum number stated in Article 38 hereof). in the event of one or more such vacancies in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if they number less than the minimum number provided for pursuant to Article 38 hereof, they may only act in an emergency or to fill the office of director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 38 hereof. The office of a Director that was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director whose service has ended was filled would have held office, or in case of a vacancy due to the number of Directors serving being less than the maximum number stated in Article 38 hereof, the Board shall determine at the time of appointment the class pursuant to Article 39 to which the additional Director shall be assigned.

42. Vacation of Office**.**

The office of a Director shall be vacated and he or she shall be dismissed or removed:

(a) ipso facto, upon his or her death;

(b) if he or she is prevented by applicable law from serving as a Director;

(d) if his or her directorship expires pursuant to these Articles and/or applicable law;

(e) by a resolution adopted at an Annual Meeting by a majority of 70% of the voting power represented at the Annual Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting. such removal shall become effective on the date fixed in such resolution;

(f) by his or her written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the company, whichever is later; or

(g) with respect to an External Director, and notwithstanding anything to the contrary herein, only pursuant to applicable law.

43. Conflict of Interests; Approval of Related Party Transactions**.**

(a) Subject to the provisions of the applicable law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit in the company or in any company in which the company shall be a shareholder or otherwise interested, or from contracting with the company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the company in which any Director shall be in any way interested, be avoided, nor, other than as required under the companies Law, shall any Director be liable to account to the company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director’s holding that office or of the fiduciary relations thereby established, but the nature of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board of Directors at which the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting of the Board of Directors after the acquisition of his interest.

(b) Subject to the Companies Law and these Articles, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an Office Holder of the Company has a personal interest, in each case, which is not an Extraordinary Transaction (as defined by the Companies Law), shall require only approval by the Board of Directors or a Committee of the Board of Directors. Such authorization, as well as the actual approval, may be for a particular transaction or more generally for specific type of transactions.

Alternate Directors**.**

(a) subject to the provisions of the companies Law, a Director may, by written notice to the company, appoint, remove or replace any person as an alternate for himself; provided that the appointment of such person shall have effect only upon and subject to its being approved by the Board (in these Articles, an “Alternate Director”). Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to the company, limits such appointment to a specified period of time or restricts it to a specified meeting or action of the Board of Directors, or otherwise restricts its scope, the appointment shall be for all purposes, and for a period of time concurrent with the term of the appointing Director.

(b) Any notice to the company pursuant to Article 44(a) shall be given in person to, or by sending the same by mail to the attention of the chairperson of the Board of Directors at the principal office of the company or to such other person or place as the Board of Directors shall have determined for such purpose, and shall become effective on the date fixed therein, upon the receipt thereof by the company (at the place as aforesaid) or upon the approval of the appointment by the Board, whichever is later.

(c) An Alternate Director shall have all the rights and obligations of the Director who appointed him, provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides), and (ii) an Alternate Director shall have no standing at any meeting of the Board of Directors or any committee thereof while the Director who appointed him is present.

(d) Any individual, who qualifies to be a member of the Board of Directors, may act as an Alternate Director. one person may not act as Alternate Director for several directors.

(e) The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 42, and such office shall ipso facto be vacated if the office of the Director who appointed such Alternate Director is vacated, for any reason.

PROCEEDINGSOF THE BOARD OF DIRECTORS

Meetings.

(a) The Board of Directors may meet and adjourn its meetings and otherwise regulate such meetings and proceedings as the Directors think fit.

(b) Any Director may at any time, and the secretary, upon the request of such Director, shall, convene a meeting of the Board of Directors, but not less than forty-eight (48) hours’ notice shall be given of any meeting so convened, unless such notice is waived by all of the Directors as to a particular meeting or unless the matters to be discussed at such meeting are of such urgency and importance, as determined by the chairperson, that notice ought reasonably to be waived under the circumstances.

(d) Notwithstanding anything to the contrary herein, failure to deliver notice to a director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board of Directors shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.

Quorum.

Until otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or by any means of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the meeting. No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or by any means of communication) when the meeting proceeds to business.

47. Chairperson of the Board of Directors**.**

The Board of Directors shall, from time to time, elect one of its members to be the Chairperson of the Board of Directors, remove such Chairperson from office and appoint in his place. The Chairperson of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such Chairperson, or if at any meeting he is not present within fifteen (15) minutes of the time fixed for the meeting or if he is unwilling to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of such meeting. The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.

48. Validity of Acts Despite Defects**.**

All acts done or transacted at any meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of the participants in such meeting or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.

CHIEFEXECUTIVE OFFICER

Chief Executive Officer**.**

(a) The Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as chief Executive officer of the company and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board of Directors as the Board of Directors may deem fit, subject to such limitations and restrictions as the Board of Directors may from time to time prescribe. such appointment(s) may be either for a fixed term or without any limitation of time, and the Board of Directors may from time to time (subject to any additional approvals required under, and the provisions of, the companies Law and of any contract between any such person and the company) fix their salaries and compensation, remove or dismiss them from office and appoint another or others in his or their place or places.

(b) unless otherwise determined by the Board of Directors, the chief Executive officer shall have authority with respect to the management and operations of the company in the ordinary course of business.

MINUTES

Minutes.

Any minutes of the General Meeting or the Board of Directors or any committee thereof, if purporting to be signed by the chairperson of the General Meeting, the Board or a committee thereof, as the case may be, or by the chairperson of the next succeeding General Meeting, meeting of the Board or meeting of a committee thereof, as the case may be, shall constitute prima facie evidence of the matters recorded therein.

DIVIDENDS

Declaration of Dividends**.**

The Board of Directors may from time declare, and cause the company to pay, such dividend as may appear to the Board of Directors to be justified by the profits of the company and as permitted by the companies Law. The Board of Directors shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

52. Amount Payable by Way of Dividends**.**

(a) subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the company shall be allocated among the shareholders (not in default in payment of any sum referred to in Article 13 hereof) entitled thereto in proportion to their respective holdings of the shares in respect of which such dividends are being paid.

(b) Whenever the rights attached to any shares or the terms of issue of the shares do not provide otherwise, shares which are fully paid up or which are credited as fully or partly paid within any period which in respect thereof dividends are paid shall entitle the holders thereof to a dividend in proportion to the amount paid up or credited as paid up in respect of the nominal value of such shares and to the date of payment thereof (pro rata temporis).

53. Interest.

No dividend shall carry interest as against the company.

54. Capitalization of Profits, Reserves, etc**.**

The Board of Directors may determine that the company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital, or may cause any part of such capitalized fund to be applied on behalf of such shareholders in paying up in full, either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture stock of the company which shall be distributed accordingly, in payment, in full or in part, of the uncalled liability on any issued shares or debentures or debenture stock; and (ii) may cause such distribution or payment to be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum.

55. Implementation of Powers**.**

For the purpose of giving full effect to any resolution under Article 54, and without derogating from the provisions of Article 56 hereof, the Board of Directors may settle any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular, may fix the value for distribution of any specific assets and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed, or that fractions of less value than a certain determined value may be disregarded in order to adjust the rights of all parties, and may vest any such cash, shares, debentures, debenture stock or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalized fund as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed in accordance with Section 291 of the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalized fund.

Deductions from Dividends**.**

The Board of Directors may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by such shareholder to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

57. Retention of Dividends.

(a) The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

(b) The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under Articles 21 or 22, entitled to become a shareholder, or which any person is, under said Articles, entitled to transfer, until such person shall become a shareholder in respect of such share or shall transfer the same.

58. Unclaimed Dividends**.**

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the company until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the company a trustee in respect thereof, and any dividend unclaimed after a period of seven years from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the company, provided, however, that the Board of Directors may, at its discretion, cause the company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.

59. Mechanics of Payment**.**

Any dividend or other moneys payable in cash in respect of a share may be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register of shareholders or his bank account or the person who the company may then recognize as the owner thereof or entitled thereto under Article 21 or 22 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the company.

60. Receipt from a Joint Holder**.**

if two or more persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.

ACCOUNTS

61. Books of Account**.**

The company’s books of account shall be kept at the office of the company, or at such other place or places as the Board of Directors may think fit, and they shall always be open to inspection by all Directors. No shareholder, not being a Director, shall have any right to inspect any account or book or other similar document of the company, except as conferred by law or authorized by the Board of Directors. The company shall make copies of its annual financial statements available for inspection by the shareholders at the principal offices of the company. The company shall not be required to send copies of its annual financial statements to the shareholders.

62. Auditors.

The appointment, authorities, rights and duties of the auditor(s) of the company, shall be regulated by applicable law, provided, however, that in exercising its authority to fix the remuneration of the auditor(s), the shareholders in General Meeting may act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board of Directors (with right of delegation to management) to fix such remuneration subject to such criteria or standards, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with the volume and nature of the services rendered by such auditor(s).

62A.Internalauditor.

To the extent required by the companies Law the Board of Directors will appoint an internal auditor according to the audit committee’s recommendation (“Internal Auditor”).

The internal Auditor shall submit, for the approval of the Board of Directors or the audit committee, as determined by the Board of Directors, a proposal for an annual or periodic work plan, and the Board of Directors or the audit committee shall approve such plan with such changes as it deems fit. unless the Board of Directors determines otherwise, the work plan shall be submitted to the Board of Directors and approved by it.

SUPPLEMENTARYREGISTERS

63. Supplementary Registers**.**

subject to and in accordance with the provisions of sections 138 and 139 of the companies Law, the company may cause supplementary registers to be kept in any place outside Israel as the Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

EXEMPTION,INDEMNITY AND INSURANCE

64. Insurance.

Subject to the provisions of the Companies Law with regard to such matters, the Company may enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders imposed on such Office Holder due to an act performed by or an omission of the Office Holder in the Office Holder’s capacity as an Office Holder of the Company arising from any matter permitted by law, including the following:

(a) a breach of duty of care to the Company or to any other person;

(b) a breach of duty of loyalty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds to assume that the act that resulted in such breach would not prejudice the interests of the Company;

(d) any other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, insure an Office Holder, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b) (1) of the Securities Law, if and to the extent applicable, and Section 50P of the RTP Law).

65. Indemnity.

(a) Subject to the provisions of the Companies Law, the Company may retroactively indemnify an Office Holder of the Company with respect to the following liabilities and expenses, provided that such liabilities or expenses were imposed on such Office Holder or incurred by such Office Holder due to an act performed by or an omission of the Office Holder in such Office Holder’s capacity as an Office Holder of the Company:

(i) a financial liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court in respect of an act performed by the Office Holder;

(ii) reasonable litigation expenses, including attorneys’ fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offence that does not require proof of criminal intent;

(iii) reasonable litigation costs, including attorney’s fees, expended by an Office Holder or which were imposed on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which did not require proof of criminal intent; and

(iv) any other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of the Securities Law, if and to the extent applicable, and Section 50P(b)(1) of the RTP Law).

(b) Subject to the provisions of the Companies Law, the Company may undertake to indemnify an Office Holder, in advance, with respect to those liabilities and expenses described in the following Articles:

(i) Sub-Article 65(a)(ii) to 65(a)(iv); and

(ii) Sub-Article 65(a)(i), provided that:

(1) the undertaking to indemnify is limited to such events which the Board of Directors shall deem to be likely to occur in light of the operations of the Company at the time that the undertaking to indemnify is made and for such amounts or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and

(2) the undertaking to indemnify shall set forth such events which the Directors shall deem to be likely to occur in light of the operations of the Company at the time that the undertaking to indemnify is made, and the amounts and/or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.

The maximum amount of indemnification payable by the Company with respect to those liabilities and expenses described in Sub-Article 65(a)(i), for each Office Holder and for all Office Holders together, individually or in aggregate, under all letters of indemnification issued or to be issued by the Company, shall not exceed the amount stated in the Company’s compensation policy, as amended from time to time, if applicable, or as approved according to applicable law.

66. Exemption.

Subject to the provisions of the Companies Law and the Securities Law, the Company may exempt and release, in advance, any Office Holder from any liability to the Company for damages arising out of a breach of the Office Holder’s duty of care towards the Company.

Notwithstanding the foregoing, the Company may not exempt a Director in advance from his liability for damages with respect to violation of his duty of care to the Company with respect to distributions. in addition, the Company may not exempt an Office Holder from his liability to the Company with regard to a resolution and/or a transaction in which the controlling Shareholder and/or any Office Holder has a personal interest.

67.

Subject to the provisions of the Companies Law and the provisions of any other law, the Company may exempt, insure and/or indemnify (whether retroactively or by way of advance indemnity undertaking) a person who has held, holds or will hold office and/or who was employed, is employed or will be employed on the Company’s behalf or in another company in which the Company holds securities, directly or indirectly, or in which the Company has any interest due to liability, payment or cost imposed upon him or expensed by him in consequence of an action made by him in his capacity as an officer or an employee in such company, and Articles 64 through 66 shall apply, mutatis mutandis, in that respect.

68.

The provisions of Articles 64 through 66 shall also apply to an alternate director.

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69. General.

(a) Any amendment to the Companies Law adversely affecting the right of any Office Holder to be indemnified or insured pursuant to Articles 64 to 68 and any amendments to Articles 64 to 68 shall be prospective in effect and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

(b) The provisions of Articles 64 to 68 (i) shall apply to the maximum extent permitted by law (including, the Companies Law, the Securities Law and the RTP Law); and (ii) are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of insurance and/or in respect of indemnification (whether in advance or retroactively) and/or exemption, in favor of any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder; and/or any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law.

WINDINGUP

70. Winding Up**.**

If the Company is wound up, then, subject to applicable law and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect of which such distribution is being made.

FORUMFOR ADJUDICATION OF DISPUTES

71. FORUM FOR ADJUDICATION OF DISPUTES.

(a) Unless the Company consents in writing to the selection of an alternative forum, with respect to any causes of action arising under the U.S. Securities Act of 1933 as amended, against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants or underwriters, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended; and (b) unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions.

NOTICES

72. Notices.

(a) Any written notice or other document may be served by the Company upon any shareholder either personally, by facsimile, email or other electronic transmission, or by sending it by prepaid mail (airmail if sent internationally) addressed to such shareholder at his address as described in the Register of shareholders or such other address as he may have designated in writing for the receipt of notices and other documents.

(b) Any written notice or other document may be served by any shareholder upon the company by tendering the same in person to the secretary or the chief Executive officer of the company at the principal office of the company, by facsimile transmission, or by sending it by prepaid registered mail (airmail if posted outside Israel) to the company at its office.

(i) in the case of mailing, forty-eight (48) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted;

(ii) in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three business days after it has been sent;

(iii) in the case of personal delivery, when actually tendered in person, to such addressee; or

(iv) in the case of facsimile, email or other electronic transmission, on the first business day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

(d) if a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 71.

(e) All notices to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of shareholders, and any notice so given shall be sufficient notice to the holders of such share.

(f) Any shareholder whose address is not described in the Register of shareholders, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice from the company.

(g) Notwithstanding anything to the contrary contained herein, notice by the company of a General Meeting, containing the information required by applicable law and these Articles to be set forth therein, which is published, within the time otherwise required for giving notice of such meeting, in the manner required by applicable law.

AMENDMENT

73. Amendment.

Any amendment of these Articles shall require, in addition to the approval of the General Meeting of shareholders in accordance with these Articles, also the approval of the Board of Directors with the affirmative vote of a majority of the then serving Directors.

* * *

Exhibit 2.13

DESCRIPTION OF SECURITIES

Nexera Technologies Ltd has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: ordinary shares, no par value per share, or Ordinary Shares, and warrants to purchase ordinary shares, or IPO Warrants. References herein to “we,” “us,” “our” and the “Company” refer to Nexera Technologies Ltd and not to any of its subsidiaries. The following description may not contain all of the information that is important to you, and we therefore refer you to our amended and restated articles of association, or Articles of Association, a copy of which is filed with the Securities and Exchange Commission, or the SEC, as an exhibit to this Annual Report on Form 20-F.

ORDINARY SHARES

As of the date of this Annual Report, our authorized share capital consisted of 1,500,000,000 Ordinary Shares. All of our outstanding Ordinary Shares have been validly issued, fully paid and non-assessable. Our Ordinary Shares are not redeemable and are not subject to any preemptive right.

Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “JFBR” since August 26, 2022. Effective as of March 31, 2026, the symbol for our Ordinary Shares was changed to “NEXR”.

Articles of Association

Purposes and Objects of the Company

Our purpose as stated in our Articles of Association includes every lawful purpose.

The Powers of the Directors

Our board of directors shall direct our policy and shall supervise the performance of our Chief Executive Officer and his actions. Our board of directors may exercise all powers that are not required under the Israeli Companies Law – 1999, or the Companies Law, or under our Articles of Association to be exercised or taken by our shareholders.

Rights Attached to Shares

Our Ordinary Shares shall confer upon the holders thereof:

●	equal right to attend and to vote at all of our general meetings, whether regular or special, with each Ordinary Share entitling the holder thereof, which attend the meeting and participate at the voting, either in person or by a proxy or by a written ballot, to one vote;
●	equal right to participate in distribution of dividends, if any, whether payable in cash or in bonus shares, in distribution of assets or in any other distribution, on a per share pro rata basis; and
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●	equal right to participate, upon our dissolution, in the distribution of our assets legally available for distribution, on a per share pro rata basis.
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Transfer of Shares

Our fully paid Ordinary Shares are issued in registered form and may be freely transferred under our Articles of Association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of the Nasdaq. The ownership or voting of Ordinary Shares by non-residents of Israel is not restricted in any way by our Articles of Association, or the laws of the State of Israel, except for ownership by nationals of some countries that are, have been, or will be, in a state of war with Israel.

Election of Directors

Under our Articles of Association, our board of directors must consist of not less than three but no more than twelve directors. Each of our directors, other than external directors (if any), for whom special election requirements apply under the Companies Law, are appointed by a simple majority vote of holders of Ordinary Shares, participating and voting at an annual general meeting of our shareholders. Our directors are classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, and designated as Class I, Class II and Class III, with one class being elected each year at the annual general meeting of our shareholders, and serve on our board of directors until the third annual general meeting following such election or re-election or until they are removed by a vote of 70% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events in accordance with the Companies Law and our Articles of Association. The board of directors may assign members of the Board already in office to such classes at the time such classification becomes effective. If the number of directors is changed, any newly created directors or decrease in directors must be apportioned by the board among the classes to make them equal in number. In addition, our Articles of Association allow our board of directors to appoint directors to fill vacancies and/or as an addition to the board of directors (subject to the maximum number of directors). A director so appointed will hold office until the next annual general meeting of our shareholders for the election of the class of directors in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors, until the next annual general meeting of our shareholders for the election of the class of directors to which such director was assigned by our board of directors. External directors, if any, are elected for an initial term of three years, may be elected for additional terms of three years each under certain circumstances, and may be removed from office pursuant to the terms of the Companies Law.

Dividend and Liquidation Rights

We may declare a dividend to be paid to the holders of Ordinary Shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our Articles of Association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors.

Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to the Company’s most recently reviewed or audited financial statements (less the amount of previously distributed dividends, if not reduced from the earnings), provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the distribution. If we do not meet such criteria, then we may distribute dividends only with court approval; as a company listed on an exchange outside of Israel, however, court approval is not required if the proposed distribution is in the form of an equity repurchase, provided that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity to initiate a court proceeding to review the repurchase. If within 30 days such creditors do not file an objection, then we may proceed with the repurchase without obtaining court approval. In each case, we are only permitted to distribute a dividend if our board of directors and, if applicable, the court determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.

In the event of the Company’s liquidation, after satisfaction of liabilities to creditors, its assets will be distributed to the holders of Ordinary Shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights which may be authorized in the future.

Exchange control

There are currently no Israeli currency control restrictions on remittances of dividends on Ordinary Shares, proceeds from the sale of the Ordinary Shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that at the time are, or have been, in a state of war with Israel.

Annual and Special Meetings

Under the Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year, at such time and place which shall be determined by our board of directors, that must be no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as special general meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special general meeting of our shareholders upon the written request of: (a) any two of our directors or such number of directors equal to one quarter of the directors then at office; and/or (b) As a company listed on an exchange in the U.S., one or more shareholders holding, in the aggregate, (i) 10% or more of our outstanding issued shares and 1% of our outstanding voting power or (ii) 10% or more of our outstanding voting power.

Under the Companies Law, one or more shareholders holding at least 1% of the voting rights at the general meeting of shareholders may request that the board of directors include a matter in the agenda of a general meeting of shareholders to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting. Notwithstanding the foregoing, as a company listed on an exchange outside of Israel, a matter relating to the appointment or removal of a director may only be requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of the shareholders.

Our Articles of Association contain procedural guidelines and disclosure items with respect to the submission of shareholder proposals for general meetings. Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which, as a company listed on an exchange outside Israel, may be between four and forty days prior to the date of the meeting. Resolutions regarding the following matters must be passed at a general meeting of our shareholders:

●	amendments to our Articles of Association;
●	the exercise of our board of director’s powers by a general meeting if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management;
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●	appointment or termination of our auditors;
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●	appointment of directors, including external directors;
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●	approval of acts and transactions requiring general meeting approval pursuant to the provisions of the Companies Law (mainly certain related party transactions and certain compensation matters) and any other applicable law;
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●	increases or reductions of our authorized share capital; and
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●	a merger (as such term is defined in the Companies Law).
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Notices

The Companies Law and our Articles of Association require that a notice of any annual or special shareholders meeting be provided at least 14 or 21 days prior to the meeting (as applicable), and if the agenda of the meeting includes, among other things, the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, approval of the company’s chief executive officer to serve as the chairman of the board of directors or an approval of a merger, notice must be provided at least 35 days prior to the meeting.

Quorum

As permitted under the Companies Law, the quorum required for our general meetings consists of at least two shareholders present in person, by proxy, written ballot or voting by means of electronic voting system, who hold or represent between them at least 25% of the total outstanding voting power. If within half an hour of the time set forth for the general meeting a quorum is not present, the general meeting shall stand adjourned the same day of the following week, at the same hour and in the same place, or to such other date, time and place as prescribed in the notice to the shareholders and in such adjourned meeting, if no quorum is present within half an hour of the time arranged, any number of shareholders participating in the meeting, shall constitute a quorum.

If a special general meeting was summoned following the request of a shareholder, and within half an hour a legal quorum shall not have been formed, the meeting shall be cancelled.

Adoption of Resolutions

Our Articles of Association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required under the Companies Law or our Articles of Association. A shareholder may vote in a general meeting in person, by proxy or by a written ballot.

In order to amend our Articles of Association, in addition and prior to the approval of a general meeting of shareholders, the approval of the board of directors with the affirmative vote of a majority of the directors then in office and entitled to vote thereon is required in order to approve any amendment to the Articles of Association.

Changing Rights Attached to Shares

Unless otherwise provided by the terms of the shares and subject to any applicable law, any modification of rights attached to any class of shares must be adopted by the holders of a majority of the shares of that class present a general meeting of the affected class or by a written consent of all the shareholders of the affected class.

The enlargement of an existing class of shares or the issuance of additional shares thereof, shall not be deemed to modify the rights attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares.

Limitations on the Right to Own Securitiesin Our Company

There are no limitations on the right to own our securities in our Articles of Association. In certain circumstances the IPO Warrants have restrictions upon the exercise of such warrants if such exercise would result in the holders thereof owning more than 4.99% or 9.99% of our Ordinary Shares upon such exercise, as further described below.

Access to Corporate Records

Under the Companies Law, all shareholders generally have the right to review minutes of our general meetings, our shareholder register (including with respect to material shareholders), our Articles of Association, our financial statements, other documents as provided in the Companies Law, and any document we are required by law to file publicly with the Israeli Registrar of Companies or the Israeli Securities Authority. Any shareholder who specifies the purpose of its request may request to review any document in our possession that relates to any action or transaction with a related party which requires shareholder approval under the Companies Law. We may deny a request to review a document if it determines that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s disclosure may otherwise impair its interests.

Anti-Takeover Provisions

Acquisitions under Israeli Law

Full Tender Offer

A person wishing to acquire shares of a public Israeli company who would, as a result, hold over 90% of the target company’s voting rights or the target company’s issued and outstanding share capital (or of a class thereof), is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company (or the applicable class). If (a) the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company (or the applicable class) and the shareholders who accept the offer constitute a majority of the offerees that do not have a personal interest in the acceptance of the tender offer or (b) the shareholders who did not accept the tender offer hold less than 2% of the issued and outstanding share capital of the company (or of the applicable class), all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. A shareholder who had its shares so transferred may petition an Israeli court within six months from the date of acceptance of the full tender offer, regardless of whether such shareholder agreed to the offer, to determine whether the tender offer was for less than fair value and whether the fair value should be paid as determined by the court. However, an offeror may provide in the offer that a shareholder who accepted the offer will not be entitled to petition the court for appraisal rights as described in the preceding sentence, as long as the offeror and the company disclosed the information required by law in connection with the full tender offer. If the full tender offer was not accepted in accordance with any of the above alternatives, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s voting rights or the company’s issued and outstanding share capital (or of the applicable class) from shareholders who accepted the tender offer. Shares purchased in contradiction to the full tender offer rules under the Companies Law will have no rights and will become dormant shares.

Special Tender Offer

The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there is already another holder of 25% or more of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company. These requirements do not apply if (i) the acquisition occurs in the context of a private placement by the company that received shareholder approval as a private placement whose purpose is to give the purchaser 25% or more of the voting rights in the company, if there is no person who holds 25% or more of the voting rights in the company or as a private placement whose purpose is to give the purchaser 45% of the voting rights in the company, if there is no person who holds 45% of the voting rights in the company, (ii) the acquisition was from a shareholder holding 25% or more of the voting rights in the company and resulted in the purchaser becoming a holder of 25% or more of the voting rights in the company, or (iii) the acquisition was from a shareholder holding more than 45% of the voting rights in the company and resulted in the purchaser becoming a holder of more than 45% of the voting rights in the company. A special tender offer must be extended to all shareholders of a company. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding the purchaser, its controlling shareholders, holders of 25% or more of the voting rights in the company and any person having a personal interest in the acceptance of the tender offer, or anyone on their behalf, including any such person’s relatives and entities under their control).

In the event that a special tender offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. The board of directors shall also disclose any personal interest that any of the directors has with respect to the special tender offer or in connection therewith. An office holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain a competing offer.

If a special tender offer is accepted, then shareholders who did not respond to or that had objected the offer may accept the offer within four days of the last day set for the acceptance of the offer and they will be considered to have accepted the offer from the first day it was made.

In the event that a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity at the time of the offer may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer. Shares purchased in contradiction to the special tender offer rules under the Companies Law will have no rights and will become dormant shares.

Merger

The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain conditions described under the Companies Law are met, a simple majority of the outstanding shares of each party to the merger that are represented and voting on the merger. The board of directors of a merging company is required pursuant to the Companies Law to discuss and determine whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into account the financial status of the merging companies. If the board of directors determines that such a concern exists, it may not approve a proposed merger. Following the approval of the board of directors of each of the merging companies, the boards of directors must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies. For purposes of the shareholder vote of a merging company whose shares are held by the other merging company, or by a person or entity holding 25% or more of the voting rights at the general meeting of shareholders of the other merging company, or by a person or entity holding the right to appoint 25% or more of the directors of the other merging company, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares voted on the matter at the general meeting of shareholders (excluding abstentions) that are held by shareholders other than the other party to the merger, or by any person or entity who holds 25% or more of the voting rights of the other party or the right to appoint 25% or more of the directors of the other party, or any one on their behalf including their relatives or corporations controlled by any of them, vote against the merger. In addition, if the non-surviving entity of the merger has more than one class of shares, the merger must be approved by each class of shareholders. If the transaction would have been approved but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the valuation of the merging companies and the consideration offered to the shareholders. If a merger is with a company’s controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.

Under the Companies Law, each merging company must deliver to its secured creditors the merger proposal and inform its unsecured creditors of the merger proposal and its content. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of a merging company, and may further give instructions to secure the rights of creditors.

addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the merger is filed with the Israeli Registrar of Companies and 30 days from the date that shareholder approval of both merging companies is obtained.

Anti-Takeover Measures

The Companies Law allows us to create and issue shares having rights different from those attached to the Ordinary Shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. No preferred shares are authorized under our Articles of Association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of the Ordinary Shares. The authorization and designation of a class of preferred shares will require an amendment to our Articles of Association, which requires the prior approval of the holders of a majority of the voting power attached to our issued and outstanding shares at a general meeting of our shareholders. The convening of the meeting, the shareholders entitled to participate and the vote required to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law and our Articles of Association.” In addition, as disclosed under “— Election of Directors,” we have a classified board structure, which effectively limits the ability of any investor or potential investor or group of investors or potential investors to gain control of our board of directors.

Lastly, Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock swap.

Changes in Our Capital

The general meeting may, by a simple majority vote of the shareholders attending the general meeting:

●	increase our registered share capital by the creation of new shares from the existing class or a new class, as determined by the general meeting;
●	cancel any registered share capital which have not been taken or agreed to be taken by any person;
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●	consolidate and divide all or any of our share capital into shares of larger nominal value than our existing shares;
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●	subdivide our existing shares or any of them, our share capital or any of it, into shares of smaller nominal value than is fixed; and
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●	reduce our share capital and any fund reserved for capital redemption in any manner, and with and subject to any incident authorized, and consent required, by the Companies Law.
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Exclusive Forum

Our Articles of Association provide that, unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. Our Articles of Association further provide, that the federal district courts of the United States of America, shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for our Ordinary Shares is VStock Transfer, LLC. Its address is 18 Lafayette Place, Woodmere, New York 11598.

WARRANTS

As of the date of this Annual Report, we have issued and outstanding IPO Warrants to purchase up to 191 Ordinary Shares, with an exercise price of $ 43,749.16 per Ordinary Share, issued as part of our initial public listing, or IPO, and are listed on Nasdaq under the symbol “JFBRW” since August 26, 2022. Effective as of March 31, 2026, the symbol for our IPO Warrants was changed to “NEXRW”.

Exercisability. The IPO Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance. The IPO Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice and, at any time a registration statement registering the issuance of the Ordinary Shares underlying the IPO Warrants under the Securities Act is effective and available for the issuance of such shares, by payment in full in immediately available funds for the number of Ordinary Shares purchased upon such exercise. If a registration statement registering the issuance of the Ordinary Shares underlying the IPO Warrants under the Securities Act is not effective or available the holder may, in its sole discretion, elect to exercise the IPO Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of Ordinary Shares determined according to the formula set forth in the IPO Warrant. No fractional shares will be issued in connection with the exercise of an IPO Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the IPO Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the IPO Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to the Company.

Exercise Price. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Ordinary Shares and also upon any distributions of assets, including cash, stock or other property to our stockholders.

*Home Country Practice.*For so long as any of the IPO Warrants remains outstanding, the Company will elect to follow home country practice in lieu of any rules and regulations of the trading market that would limit the Company’s ability to effect the provisions of the IPO Warrants, including but not limited to shareholder approval rules related to the issuance of securities or adjustment of terms of the IPO Warrant for the benefit of warrant holders.

Transferability. Subject to applicable laws, the IPO Warrants may be offered for sale, sold, transferred or assigned without our consent.

Warrant Agent. The IPO Warrants were issued in registered form under a warrant agent agreement between VStock Transfer, LLC, as warrant agent, and the Company. The IPO Warrants were initially represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

*Fundamental Transactions.*In the event of a Fundamental Transaction (as defined in the IPO Warrant) and generally including any reorganization, recapitalization or reclassification of our Ordinary Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Ordinary Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Ordinary Shares, the holders of the IPO Warrants will be entitled to receive upon exercise of the IPO Warrants the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or depositary shares representing those shares, and any additional consideration receivable as a result of such Fundamental Transaction by holders of the number of Ordinary Shares for which the IPO Warrants are exercisable immediately prior to such Fundamental Transaction without regard to any limitations on exercise contained in the IPO Warrants. The holders of the IPO Warrants may also require us or any successor entity to purchase the IPO Warrants from the holders by paying to the holder an amount in cash (or other types or form of consideration in special circumstances listed in the IPO Warrant) equal to the Black Scholes value of the remaining unexercised portion of the IPO Warrant on the date of the fundamental transaction.

*Rights as a Stockholder.*Except as otherwise provided in the IPO Warrants or by virtue of such holder’s ownership of our Ordinary Shares, the holder of an IPO Warrant does not have the rights or privileges of a holder of our Ordinary Shares, including any voting rights, until the holder exercises the Warrant.

*Right of Participation.*Subject to certain exceptions, a holder of at least 120,192 IPO Warrants as of the time the Company engages in a subsequent placement (as defined in the IPO Warrant) will be entitled to participate in such subsequent placement subject to the terms and conditions set forth in the Warrant.

Governing Law. The IPO Warrants and the warrant agent agreement are governed by New York law.

Exclusive Forum

The agreements governing the IPO Warrants provide that, and by purchasing IPO Warrants in this offering investors will agree that, all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the IPO Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) will be commenced exclusively in the state and federal courts sitting in the City of New York, irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any such dispute and irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The warrant agent agreement has a similar provision. In addition, the warrant agent agreement provides that the Company and the warrant agent each waive the right to a trial by jury in any action or proceeding arising out of or relating to the warrant agent agreement. Each of the agreement governing the IPO Warrants and the warrant agent agreement provide that the foregoing provisions do not limit or restrict the federal district court in which a party may bring a claim under the U.S. federal securities laws.

Exhibit 4.6

SECOND AMENDMENT TO SERVICES AGREEMENT

This Amendment (“Amendment”) is entered into as of January 1, 2026, by and between Jeffs’ Brands Ltd., a company incorporated under the laws of the state of Israel (the “Company”) and D.S. Blue White Assets (2006) Ltd., Reg. No. 513843169 of 14a Smulik Segal St., Israel 6961314 (“DS” or “Service Provider”). Each of the Company or the Service Provider may be referred to as a “Party” and collectively the “Parties”.

**WHEREAS,**the Parties have previously entered into that certain Services Agreement, dated as of October 24, 2022 (the “Agreement”), as amended on July 28, 2024 (the “First Amendment”); and

WHEREAS, the Agreement includes certain provisions which the Parties mutually wish to amend, as of August 1, 2025 (the “Effective Date”), as set forth herein.

NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1.	The Amendment
1.1.	As of the Effective Date, the current wording of Exhibit B – Consideration Section 1 of the Agreement shall be deleted in its<br>entirety and replaced with the following:
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“Fee. For rendering the Services in accordance withthe provisions of the Agreement, the Service Provider shall be entitled to a monthly consideration of NIS 67,000 plus VAT (if applicable),against duly issued invoices.”

2.	Miscellaneous
2.1.	This Amendment shall be deemed for all intents and purposes as an integral part of the Agreement and/or<br>any amendment thereof. All capitalized terms used in this Amendment and not defined herein, shall have the meanings attributed to them<br>in the Agreement. In the event of any inconsistency between the provisions of this Amendment and the provisions of the Agreement and/or<br>any amendment thereof, this Amendment shall prevail. Except as provided explicitly hereto, all other provisions of the Agreement shall<br>continue to be in full force and effect, mutatis mutandis.
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2.2.	This Amendment supersedes all prior agreements, written or oral, between the Parties relating to the subject<br>matter of this Amendment.
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2.3.	Any provision of this Amendment may be amended, waived or modified only upon the written consent of both<br>Parties.
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[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Amendment as of the day and year first above written.

JEFFS’ BRANDS LTD.		D.S. Blue White Assets (2006) Ltd.
By:	/s/ Eli Zamir	By:	/s/ Ronen Zalayet
Name:	Eli Zamir	Name:	Ronen Zalayet
Title:	CEO	Title:	Director

Exhibit 4.20

CONSULTING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made on this 26 of January, 2026 between KeepZone AI Inc, whose address is at 1200 Fuller RD, Building C2, Linden 07036, NJ, USA (the “Company”) and and Moshe Revach, Identification number 038624292 whose address is at 10 Yohanan Bader, Ramat Gan, Israel (“Consultant”).

WHEREAS:	the Company wishes to be provided with various services;
WHEREAS:	the Consultant and Consultant’s Representative hereby declares that they are qualified and ready<br>to provide the services as provided herein, and to carry out their obligations and undertakings towards the Company pursuant hereto, as<br>shall be further detailed below; and
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WHEREAS:	the parties hereto desire to regulate their relationship in accordance with the terms and conditions set<br>forth in this Agreement.
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NOW THEREFORE, the parties hereto agree as follows:

1.	The Services

1.1.	As of January 1, 2026, the Consultant shall provide the Company, through the Consultant’s Representative,<br>all the services specified in Schedule A attached hereto (the “Services”) as an independent contractor,<br>and in accordance with the requirements of the Company from time to time.
1.2.	The Consultant shall report to the Company on an ongoing basis in respect of anything related to providing<br>the services, and shall be subject to the instructions of [the Board and the Members of the Board of Directors], or any other party as<br>determined by the Company from time to time. The reporting shall be in writing or orally according to the request of the Company.
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1.3.	The Services shall be provided personally and exclusively by the Consultant’s Representative, who<br>will be for the duration of this Agreement the sole shareholder in the Consultant. The obligations of the Consultant and the Consultant’s<br>Representative under this Agreement shall be ”jointly and severally”. Any reference in this Agreement to the Consultant shall<br>also refer to the Consultant’s Representative and vice versa. Any breach of this Agreement by the Consultant’s Representative<br>shall be deemed to be a breach of the Consultant and any breach of this Agreement by the Consultant shall be deemed to be a breach of<br>the Consultant’s Representative.
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1.4.	The Services shall be provided personally and exclusively by the Consultant.
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1.5.	The Consultant undertakes to provide the Services in a faithful, diligent and professional manner, according<br>to the instructions of the Company.
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1.6.	It is hereby agreed and clarified that the provision of the Services by the Consultant under this Agreement<br>is not exclusive and each party will be entitled to engage with other parties for the provision or receipt of services, provided that<br>such engagement does not conflict with any obligation or undertaking of the Consultant hereunder, and does not adversely affect the performance<br>of, or restrict the ability of the Consultant to perform the Services hereunder.
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2.	Term and Termination
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2.1.	This Agreement shall be effective for an indefinite term. Each party shall be entitled to terminate this<br>Agreement, for any reason whatsoever, by giving the other party 1 day advance notice in writing (the “Notice Period”).<br>In the event the Consultant does not provide, in accordance with its obligations, the Services during the Notice Period, without infringing<br>on the rights of the Company due to the said violation, the Consultant shall not be entitled to any consideration for the Notice Period<br>and the Company will be entitled to deduct from any amount due to the Consultant an amount equal to the Consideration, as defined below,<br>for the period in which the Consultant did not execute its obligation as required.
2.2.	Notwithstanding the above, the Company may terminate this Agreement with an immediate effect, without<br>derogating from any other right or remedy reserved to it, upon the occurrence of one or more of the following events:
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2.2.1.	The Consultant’s Representative is charged or convicted of a criminal offense;
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2.2.2.	The Consultant materially breached the provisions of this Agreement or its exhibits, which breach is not<br>cured (if deemed curable by the Company) within five (5) days of receipt of a notice about such breach from the Company;
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2.2.3.	The Consultant’s continuous disregarding the instructions of the Company in relation to the provision<br>of the Services;
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2.2.4.	The Consultant acts in a manner that constitutes a breach of trust towards the Company or embezzlement<br>or other intentional damage to the funds/property of the Company or any affiliate thereof;
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2.2.5.	The involvement of the Consultant’s Representative in the sexual harassment of any of the Company’s<br>employees or any other party in connection with the provision of the Services; or
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2.2.6.	The Consultant will cause grave injury to the business, assets, operations or reputation of the Company.
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3.	Consideration
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3.1.	In consideration for the Services rendered by the Consultant pursuant to this Agreement (the “Consideration”)<br>the Company shall pay the Consultant fixed fee in the amount of USD 2,500 per month (plus VAT if required by law).
3.2.	The Consultant shall be entitled to receive RSUs of Jeffs Brands Ltd (the “Parent Company”)<br>subject to the Parent Company’s board of directors’ decision in its sole discretion.
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3.3.	The parties declare that the Consideration has been determined on the basis of employment costs of an<br>employee in a similar position and qualifications similar to those of the Consultant’s Representative, and after the conversion<br>of the agreed gross salary the Consultant would have received as an employee, together with all other benefits and payments, and the social<br>security payments the Company would be obligated to pay, if there were employment relations between the Company and the Consultant’s<br>Representative.
3.4.	The Consideration shall be paid to the Consultant on a fixed basis, within 10 days from, and, subject<br>to receipt by the Company of a duly issued tax invoice(s), and receipt(s) by the Consultant for the amount due together with the required<br>reports.
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3.5.	The Consideration constitutes a gross payment, and the Consultant shall bear sole and full responsibility<br>for all tax obligations of any kind and all other mandatory payments relating to this Agreement. Notwithstanding the above, the Company<br>will withhold and deduct from the Consideration tax payments and other mandatory deductions, as may be required from time to time under<br>any applicable law, in accordance with the tax withholdings approval provided by the Consultant from time to time. VAT shall be charged<br>on all amounts paid in accordance with this Agreement. It is hereby clarified that upon a determination according to which the Company’s<br>deductions were insufficient, the Consultant will have to immediately provide with any payments required by the tax authorities, and shall<br>indemnify the Company, at its first request, to the extent it had to bear any such payments.
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4.	Bonus Eligibility
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As part of this Consulting Agreement, the Consultant shall be eligible to receive a performance-based bonus (the “Bonus”). The Bonus shall be calculated at 10% of the net profit generated by the Company, as recognized and approved by the Company in its sole discretion. The Bonus shall be paid semi-annually, within 30 days of the Company’s closing of its semi-annual financial statements. All calculations of net profit shall be made in accordance with the Company’s standard accounting practices.

5.	Non-Disclosure Agreement

Simultaneously with the execution of this Agreement, and a as condition hereto, the Consultant hereby executes the Undertaking attached hereto as Schedule B.

6.	Relationship of Parties

6.1.

The parties hereto hereby declare and approve, that the Consultant’s Representative will act as an independent contractor as part of the Consultant, and that as a result of this engagement, no employment related rights shall be created for the Consultant’s Representative and the Consultant vis-a-vis the Company or any related party, and neither the Company nor any related party shall be liable towards the Consultant in respect of any obligation or payment imposed by law on any employer. The Consultant’s Representative and the Consultant declare and confirm that:

6.1.1.

They understand all the terms of the engagement set forth hereunder, as per their request.

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6.1.2.	They are fully aware that they are responsible to pay all taxes and payments required by law due to the<br>income of its agents and employees.
6.1.3.	Each party is aware that only on the basis of the aforesaid, the Company agreed to enter into this Agreement,<br>under its terms, and that in any other case the terms of the Agreement were significantly different.
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6.2.	The Consultant confirms that he Company or anyone acting on its behalf, will not bear any additional costs<br>in connection with the engagement set forth herein, including in connection with employment related entitlements; salary and other benefits<br>and payments, which comprise of all of the payments which an employer is obligated to pay to an employee, as well as compensation of any<br>kind, including non-monetary compensation.
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6.3.	The Consultant undertakes to pay at its expense to the Consultant’s Representative his salary and<br>the full Benefits and other Payments, including purchasing for the benefit of the Consultant’s Representative pension coverage with<br>acceptable terms, and paying in full all required tax payments and other mandatory payments, all throughout the term of this Agreement.
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6.4.	The Consultant and the Consultant’s Representative hereby undertake not to raise any claim against<br>the Company or anyone acting on its behalf in connection with any payment or any right in connection with employment relations.
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6.5.	The Consultant and the Consultant’s Representative shall, together and severely, indemnify and hold<br>the Company, or any person on its behalf, harmless, for any expense of the Company, damage or losses incurred thereby, or against the<br>payment by the Company of any other payment (including attorneys' fee), immediately upon the receipt of its first request, as long as<br>these: (1) are related to a determination concerning the existence of an employee-employer relationship between the Consultant’s<br>Representative, the Consultant or anyone on their behalf and the Company or anyone on its behalf; or (2) result from any act, omission<br>or negligence on the part of the Consultant’s Representative, the Consultant or anyone on their behalf, related to the provision<br>of the Services under this Agreement.
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6.6.	Any right granted to the Company to instruct and/or supervise over the Services by the Consultant or the<br>Consultant’s Representative is granted in order to ensure the performance of the Services, according to the demands of the Company,<br>and does not imply or support an employer -employee relationship between the Company and the Consultant’s Representative.
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6.7.	In light of the foregoing, should it be held by the labor court, or any other competent authority, including<br>a governmental entity, that the Consultant’s Representative provided the Services as an “employee”, the Consultant and<br>the Consultant’s Representative declare that the Consultant’s Representative received from the Company the full payments to<br>which he was entitled as an employee and therefore will not be entitled to receive any additional payment or compensation of any kind<br>whatsoever, including a non-monetary compensation.
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7.	Warranties

The Consultant represents and warrants that:

7.1.	The Consultant does not have currently and shall not have during the term of the provision of the Services,<br>any outstanding agreement or obligation that is or will be in conflict with any of the provisions of this Agreement, or that would preclude<br>the Consultant from complying with the provisions hereof or otherwise restrict the Consultant in any way in performing the Services.
7.2.	In signing this Agreement there is no breach of any other third-party agreement to which the Consultant<br>is a party and its signing of this Agreement does not require the approval of any third-party.
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7.3.	The Consultant shall comply with all Company disciplinary regulations, work rules, policies, procedures<br>and objectives, which are relevant to the performance of the Services.
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7.4.	The Company may monitor the Consultant’s use of its Systems (as defined below) and copy, transfer<br>and disclose such electronic communications and content transmitted by or stored in such Systems, in pursuit of the Company’s legitimate<br>business interests, all in accordance with the Company’s policies in place from time to time, and subject to applicable law. For<br>the purposes of this Section, the term “Systems” includes all of the Company’s owned or leased computers (including<br>laptops), corporate email correspondence on mobile phones, smartphones and other mobile devices, keys, PDAs, credit cards, printers, card<br>access to any company building, files, e-mails, tapes, programs, records and software, computer access codes or disks, and other similar<br>systems.
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7.5.	The Consultant shall not solicit or accept in connection with the performance of the Services, any gift,<br>benefit, favor, loan, or any other thing of monetary value, from a person or an entity who is or is possibly connected, directly or indirectly,<br>to either the business of the Company, a competitor of the Company or a potential competitor of the Company.
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7.6.	The Consultant shall not make any representations or warranties on behalf of the Company, without the<br>Company’s prior written authorization.
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7.7.	The Consultant shall at all times during the term of this Agreement continue to be wholly owned, exclusively<br>by the Consultant’s Representative.
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8.	Miscellaneous
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8.1.	The preamble and the annexes hereto shall form an integral part of this Agreement and shall be construed<br>as a provision of its provisions.
8.2.	All headings of the Sections and Subsections of this Agreement are intended for convenience of reference<br>and shall not be used for the purposes of construing this Agreement.
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8.3.	The Consultant shall not be entitled to assign, transfer, convert or commit to another person or entity<br>or perform through another person or entity this Agreement or any part thereof, or its rights or obligations according to this Agreement.
8.4.	This Agreement and its schedules duly singed, supersedes all the arrangements between the parties regarding<br>the matters mentioned therein and they cancel any presentation, agreement or memorandum of understandings previously made between the<br>parties, whether orally or in writing, express or implied. The rights of the parties shall henceforth be solely subject to the terms of<br>this Agreement and its Annexes. Any amendments to this Agreement and its Annexes shall be made in writing only and duly signed by all<br>parties.
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8.5.	No action, provision or avoidance of action or provision under the provisions of this Agreement shall<br>be construed as a modification of the legal relations between Consultant and the Company or as imposing any liability or obligation of<br>the Consultant under this Agreement or under any law on the Company or as a release of the Consultant from its liability or altering its<br>liability under this Agreement or under any law.
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8.6.	The addresses of the parties for the purposes of this Agreement are as set forth in the Introduction to<br>this Agreement. Any notice or other communication under this Agreement must be in writing and sent by registered mail, personal delivery<br>or email. Any notice delivered as aforesaid will be deemed delivered to the recipient and brought to his attention within seven (7) business<br>days – if sent by registered mail; on the date confirmed as the actual date of the delivery - if delivered in person; within 24<br>hours of receiving the automatic confirmation that the email was sent successfully from the e-mail server - if sent by email.
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-Signature Page Follows-

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date hereof.

/s/ Ronen Zalayet		/s/ Moshe Revach
KeepZone AI Inc.
By:	Ronen Zalayet	By:	Moshe Revach
Title:	Director	Title:	Consultant

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SCHEDULE A

SERVICES

Role of the Consultant:

Business Development

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SCHEDULE B

UNDERTAKING

THIS UNDERTAKING (“Undertaking”) is entered into as of the 26 day of January 202, by Moshe Revach, Identification number 038624292 whose address is at 10 Yohanan Bader, Ramat Gan, Israel (the “Consultant”).

WHEREAS,	the Consultant wishes to be engaged by KeepZone AI Inc.; and
WHEREAS,	it is critical for the Company to preserve and protect its Confidential Information (as defined below)<br>and its rights in Inventions (as defined below) and in all related intellectual property, and the Consultant is entering into this Undertaking<br>as a condition to the Consultant’s engagement with the Company.
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NOW, THEREFORE,the Consultant undertakes and warrants towards the Company as follows:

References herein to the term “Company” shall include any of the Company’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns.

1.	Confidentiality.

1.1.	The Consultant acknowledges that the Consultant may have access to confidential information related to<br>the Company, its business, assets, financial position, affairs, activities, plans and projections, customers, suppliers, business partners<br>and other third parties to whom the Company undertook to keep information of such party in confidence (the “Confidential Information”).<br>Confidential Information shall include, without limitation, any information, whether or not marked or designated as confidential, concerning<br>technology, products (whether finished or under development), research and development, patents, copyrights, inventions, trade secrets,<br>test results, formulae, processes, data, know-how, marketing, promotion, business and financial plans, policies, practices, strategies,<br>surveys, analyses and forecasts, financial information, customer lists, agreements, contracts, transactions, undertakings and data concerning<br>employees, consultants, officers, directors and shareholders. Confidential Information includes information in any form or media, whether<br>documentary, written, oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential<br>Information shall include any information in any form, including documents whether oral or in writing or stored on magnetic or electronic<br>media. Confidential Information shall not include information that has become part of the public domain not as a result of a breach of<br>this Undertaking by the Consultant.
1.2.	The Consultant acknowledges and understands that the engagement by the Company and the access to Confidential<br>Information creates a relationship of confidence and trust with respect to such Confidential Information.
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1.3.	During the term of the Consultant’s engagement and at any time after termination or expiration thereof,<br>for any reason, the Consultant shall keep in strict confidence and trust, shall safeguard, and shall not disclose to any person or entity,<br>nor use for its own benefit or for the benefit of any party other than the Company, any Confidential Information, other than with the<br>prior express consent of the Company.
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1.4.	Any rights, titles and interests in and to Confidential Information are and shall remain the sole and<br>exclusive property of the Company or of the third party providing such Confidential Information to the Company, as the case may be. Without<br>limiting the generality of the foregoing, the Consultant agrees and acknowledges that all memoranda, books, notes, records, communications<br>(whether by email or otherwise), reports, charts, formulae, specifications, lists and any other documents (contained on any media whatsoever)<br>made, reproduced, compiled, received, held or used by the Consultant in connection with the engagement by the Company or that otherwise<br>relates to any Confidential Information (the “Confidential Material”), shall be the Company’s sole and exclusive<br>property and shall be deemed Confidential Information. All originals, copies, reproductions and summaries of the Confidential Material<br>shall be delivered by the Consultant to the Company upon termination or expiration of the Consultant’s engagement for any reason,<br>or earlier at the request of the Company, without the Consultant retaining any copies or being entitled to any lien rights thereof.
1.5.	During the term of the Consultant’s engagement with the Company, the Consultant shall not remove<br>from the Company’s offices or premises any Confidential Material unless and to the extent necessary in connection with the duties<br>and responsibilities of the Consultant and permitted pursuant to then applicable policies and regulations of the Company. In the event<br>that such Confidential Material is duly removed from the Company’s offices or premises, the Consultant shall take all actions necessary<br>in order to secure the safekeeping and confidentiality of such Confidential Material and return the Confidential Material to their proper<br>files or location immediately after such use.
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1.6.	During the term of the Consultant’s engagement with the Company, the Consultant will not improperly<br>use or disclose any proprietary or confidential information or trade secrets belonging to any other entity to whom the Consultant has<br>an obligation of confidentiality and/or non-use (including, without limitation, any academic institution or any entity related thereto)<br>(“Prior Contractor”) without a proper approval or consent. The Consultant will not bring onto the premises of the Company<br>any confidential documents or any property, belonging to any Prior Contractor, unless such property, documents or information become generally<br>available to the public or are consented to in writing by the Prior Contractor.
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2.	Unfair Competition and Solicitation
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The Consultant acknowledges that in view of the assignments performed by him for the Company, his exposure to, and involvement in the Company’s sensitive, essential and valuable proprietary information, its property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”), the provisions of this Section ‎2 above are reasonable and necessary to legitimately protect the Company’s Major Assets, and are being undertaken by the Consultant as a condition to the engagement of the Consultant by the Company. The Consultant confirms that the Consultant has carefully reviewed the provisions of this Section ‎2, fully understands the consequences of this Undertaking and of Section ‎2 thereof, and has assessed the respective advantages and disadvantages to the Consultant of entering into this Undertaking and, specifically, Section ‎2. Therefore, the Consultant hereby undertakes:

2.1.

The Consultant undertakes that during the term of engagement with the Company the Consultant shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company.

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2.2.	The Consultant undertakes that for a period of twelve (12) months following termination of the Consultant’s<br>engagement with the Company for whatever reason the Consultant shall not engage, establish, open or in any manner whatsoever become involved,<br>directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business,<br>occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company’s Major Assets.<br>the Consultant confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner,<br>partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes<br>with the business of the Company as conducted during the term of engagement or contemplated, during such term, to be conducted, is likely<br>to require the use of all or a portion of the Company’s Major Assets.
2.3.	The Consultant undertakes that during the term of engagement with the Company and for a period of twelve<br>(12) months thereafter: (i) the Consultant shall not, directly or indirectly, solicit any employee of the Company or induce or attempt<br>to induce any such employee to terminate or reduce the scope of such employee’s engagement with the Company and shall not hire or<br>retain any such employee whether directly or indirectly; and (ii) the Consultant shall not, directly or indirectly, solicit or induce,<br>or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate,<br>reduce or modify the scope of such person’s engagement with the Company.
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3.	Ownership of Inventions.
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3.1.

The Consultant will notify and disclose in writing to the Company, or any persons designated by the Company all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (including after the working hours, during weekends or vacations) (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.

3.2.

Consultant agrees that all the Inventions are, upon creation or invention shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and design-related rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; (vi) and all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights (as defined hereafter) the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

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3.3.	The Consultant further agrees to perform, during and after the term of the Consultant’s engagement<br>with the Company, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense,<br>in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited<br>to, execution of documents and assistance or cooperation in legal proceedings. The Consultant hereby irrevocably designates and appoints<br>the Company and its duly authorized officers and agents, as the Consultant’s agents and attorneys-in-fact to act for and on the<br>Consultant’s behalf and instead of the Consultant, to sign, execute and file any documents and to do all other lawfully permitted<br>acts to further the obtaining, maintaining, defending and enforcing the Inventions in any and all countries.
3.4.	The Consultant shall not be entitled to any monetary consideration or any other consideration except as<br>explicitly set forth in the Consulting Agreement or except as explicitly set forth in any other special agreement or arrangement with<br>respect to the matter set forth herein executed in writing and duly signed by the Company. Without limitation of the foregoing, the Consultant<br>irrevocably confirms that the consideration explicitly set forth in the Consulting Agreement is in lieu of any rights for compensation<br>that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with<br>respect to any Invention, including under Section 134 of the Israeli Patent Law - 1967. Any oral or written understanding, communication<br>or agreement with respect to the matters set forth herein, not memorialized in writing and duly signed by the Company, shall be void.
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b.	Copyrights. Consultant hereby acknowledges and agrees that all copyrightable works included in<br>the Inventions shall be “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. §101)<br>(the “Act”), and that Company shall be the “author” within the meaning of the Act. Consultant acknowledges<br>and agrees that all Inventions are the sole and exclusive property of Company.
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4.	General.
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4.1.

The Consultant represents that the performance of all the terms of this Undertaking and the Consultant’s duties as a consultant of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar obligations to any third party or any third party rights (including, without limitation, any academic institution or any entity related thereto). The Consultant acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in its decision to engage with the Consultant.

4.2.

The Consultant acknowledges that the provisions of this Undertaking reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof.

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- 12 -

4.3.	The Consultant recognizes and acknowledges that in the event of a breach or threatened breach of this<br>Undertaking by the Consultant, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief<br>to enforce this Undertaking (without limitation to any other remedy at law or in equity).
4.4.	If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid,<br>illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties<br>hereto. If such clause or provision cannot be so enforced, such provision shall be deemed amended as if the invalid, illegal or unenforceable<br>sections have been removed from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced.<br>In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration,<br>geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision<br>is enforceable to the fullest extent compatible with applicable law.
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4.5.	The provisions of this Undertaking shall continue and remain in full force and effect following the termination<br>or expiration of the engagement between the Company and the Consultant, for whatever reason. This Undertaking shall not serve in any manner<br>so as to derogate from any of the Consultant’s obligations and liabilities under any applicable law.
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4.6.	No amendment, waiver or modification of any obligation under this Undertaking will be enforceable unless<br>set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this Undertaking shall constitute<br>a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall<br>constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance<br>other than the actual performance specifically waived.
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4.7.	This Undertaking, the rights of the Company hereunder, and the obligations of the Consultant hereunder,<br>will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.<br>The Company may assign any of its rights under this Undertaking. The Consultant may not assign, convert or otherwise transfer any of the<br>Consultant’s obligations under this Undertaking, except with the prior written consent of the Company.
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-Signature Page Follows-

- 13 -

IN WITNESS WHEREOF, the undersigned, has executed this Undertaking on this 26 of January, 2026.

The consultant

I have read the provisions of the above Undertaking and I agree to be bound by such Undertaking and comply with such terms as if I was the Consultant. I will be responsible towards KeepZone AI Inc. (the “Company”) or any of the Company’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns for the compliance by the Consultant of its obligations under the Undertaking and shall be further responsible and liable towards the Company for any breach by the Consultant of any of its obligations under the Undertaking and for any other liability of the Consultant under the Undertaking.

/s/ Moshe Revach
Moshe Revach, the Consultant
Date: 26 January 2026

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Exhibit 8.1

LIST OF SUBSIDIARIES

Entity Name<br><br> <br>(100% ownership unless stated otherwise)	Jurisdiction of Incorporation	Direct Parent Company
Smart Repair Pro	California	Nexera Technologies Ltd
Pure NJ Logistics LLC	New Jersey	Smart Repair Pro
Top Rank Ltd.	Israel	Nexera Technologies Ltd
KeepZone AI Inc.	Delaware	Nexera Technologies Ltd
SciSparc Nutraceuticals Inc. (49.1%)	Delaware	KeepZone AI Inc.
Fort Products Limited	England and Wales	Fort Technology Inc.
Fort Products LLC	Delaware	Fort Technology Inc.
Fort Technology Inc. (71.55%)	British Columbia	Nexera Technologies Ltd

Exhibit11.1

NexeraTechnologies Ltd (formerly Jeffs’ Brands Ltd)

InsiderTrading Compliance Policy

Contents

Amendedon: March 31, 2026

		Page
I.	Summary	2
II.	Statement of Policies Prohibiting Insider Trading	2
III.	Explanation of Insider Trading	3
IV.	Statement of Procedures to Prevent Insider Trading	5
V.	Additional Prohibited Transactions	8
VI.	Rule 10b5-1 Trading Plans	9

InsiderTrading Compliance Policy

U.S. federal securities laws prohibit trading in the securities of a company while in possession of material nonpublic information with an intent to deceive and in breach of a duty of trust or confidence and providing material nonpublic information to others so that they can trade. Violating such laws can undermine investor trust, harm our company’s reputation, and result in your dismissal from Nexera Technologies Ltd (together with its subsidiaries, the “Company”) or even serious criminal and civil charges against you and the Company.

This Insider Trading Compliance Policy (this “Policy”) outlines your responsibilities to avoid insider trading and implements certain procedures to help you avoid even the appearance of insider trading.

I.Summary

Preventing insider trading is necessary to comply with U.S. federal securities laws and to preserve the reputation and integrity of the Company. “Insider trading” occurs when any person purchases or sells a security while in possession of material nonpublic information relating to the security in breach of a duty of trust or confidence. Insider trading is a crime. The criminal penalties for violating insider trading laws include imprisonment and fines of up to $5 million for individuals and $25 million for corporations. Insider trading may also result in civil penalties, including disgorgement of profits and civil fines. Insider trading is also prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including removal or dismissal for cause.

This Policy applies to all officers, directors, and employees of the Company, and the Company may determine that this Policy applies to additional persons with access to material nonpublic information, such as contractors or consultants (collectively, “Covered Persons”). In all cases, as someone subject to this Policy, you bear full responsibility for ensuring your compliance with this Policy, and also for ensuring that members of your household, individuals not residing in your household but whose transactions are subject to your influence or control and entities under your influence or control are in compliance with this Policy. Every Covered Person must review this Policy. This Policy extends to all activities within and outside your Company duties. Questions regarding the Policy should be directed to the Company’s Compliance Officer.

For purposes of this Policy, the “Compliance Officer” shall be the Company’s General Counsel; provided that if the General Counsel is unavailable or personally involved in the transaction at issue or if no General Counsel is appointed, the Compliance Officer shall be the Company’s Chief Financial Officer.

Actions taken by the Company, the Compliance Officer, or any other Company personnel do not constitute legal advice, nor do they insulate you from the consequences of noncompliance with this Policy.

Statement of Policies Prohibiting Insider Trading

Unless otherwise permitted by this Policy, you must not (a) purchase sell, gift or otherwise transfer any security of the Company while you possess material nonpublic information about the Company or (b) purchase, sell, gift or otherwise transfer any security of any other company, while you possess material nonpublic information about the other company that you obtained in connection with your employment by or service to the Company.

These prohibitions do not apply to:

●	purchases of the Company’s<br> securities from the Company or sales of the Company’s securities to the Company;

●	exercises of stock options<br> or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding<br> obligations in a manner permitted by the applicable equity award agreement, or vesting of equity-based awards that, in each case,<br> do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option through<br> a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
●	gift transactions for family<br> or estate planning purposes, where securities are gifted to a person or entity subject to this policy; or
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●	purchases or sales of the<br> Company’s securities made pursuant to any binding contract, specific instruction or written plan entered into while the purchaser<br> or seller, as applicable, was unaware of any material nonpublic information and which contract, instruction, or plan (i) meets all<br> requirements of the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange<br> Act of 1934, as amended (the “1934 Act”), (ii) was precleared in advance pursuant to this Policy and (iii) has not been<br> amended or modified in any respect after such initial preclearance without such amendment or modification being precleared in advance<br> pursuant to this Policy. For more information about Rule 10b5-1 trading plans, see Section VI below.
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From time to time, events will occur that are material to the Company and cause certain officers, directors, or employees to be in possession of material nonpublic information. When that happens, the Company will recommend that those in possession of the material nonpublic information suspend all trading in the Company’s securities until the information is no longer material or has been publicly disclosed.

When such event-specific blackout periods occur, those subject to it will be notified by the Company. The event-specific blackout period will not be announced to those not subject to it, and those subject to it or otherwise aware of it should not disclose it to others.

Even if the Company has not notified you that you are subject to an event-specific blackout period, if you are aware of material nonpublic information about the Company, you should not trade in Company securities. Any failure by the Company to designate you as subject to an event-specific blackout period, or to notify you of such designation, does not relieve you of your obligation not to trade in the Company’s securities while possessing material nonpublic information.

No officer, director, or employee shall directly or indirectly communicate (or “tip”) material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a “need-to-know” basis.

II.Explanation of Insider Trading

“Insider trading” refers to the purchase or sale of a security while in possession of material nonpublic information relating to the security with an intent to deceive and in breach of a duty of trust or confidence.

*“Securities”*includes stocks, bonds, notes, debentures, options, warrants, and other convertible securities, as well as derivative instruments.

*“Purchase”*and “sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. *“Sale”*includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls, or other derivative securities.

A.What Facts Are Material?

The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the fact is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt, or equity. Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material.

Examples of material information include (but are not limited to) information about corporate earnings or earnings forecasts; possible mergers, acquisitions, tender offers, or dispositions; dividends; major new products or product developments; important business developments such as major contract awards or cancellations, developments regarding strategic collaborators, or the status of regulatory submissions; management or control changes; significant borrowing or financing developments, including pending public sales or offerings of debt or equity securities; defaults on borrowings; bankruptcies; cybersecurity or data security incidents; and significant litigation or regulatory actions. Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material.

Questions regarding material information should be directed to the Compliance Officer. A good rule of thumb: When in doubt, do not trade.

B.What Is Nonpublic?

Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors, through newswire services such as Dow Jones, Reuters, Bloomberg, Business Wire, The Wall Street Journal, Associated Press, or United Press International; broadcasts on widely available radio or television programs; publication in a widely available newspaper, magazine, or news website; a Regulation FD-compliant conference call; or public disclosure documents filed with the US Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. Note that simply posting information to the Company’s website may not be sufficient disclosure to make the information public.

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed to be public.

C.Who Is an Insider?

“Insiders” include officers, directors, and any employees of a company, or anyone else who has material nonpublic information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material nonpublic information relating to the company’s securities. Insiders may not trade in the Company’s securities while in possession of material nonpublic information relating to the Company, nor may they tip such information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a “need-to-know” basis.

D.Trading by Persons Other Than Insiders

Insiders may be liable for communicating or tipping material nonpublic information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders can also be liable for insider trading, including tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has been misappropriated. Insiders may be held liable for tipping even if they receive no personal benefit from tipping and even if no close personal relationship exists between them and the tippee.

Penalties for Engaging in Insider Trading

Penalties for trading on or tipping material nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include:

●	SEC administrative sanctions;
●	securities industry self-regulatory organization sanctions;
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●	civil injunctions;
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●	damage awards to private plaintiffs;
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●	disgorgement of all profits;
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●	civil fines for the violator<br> of up to three times the amount of profit gained or loss avoided;
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●	civil fines for the employer<br> or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater<br> of $1.525 million or three times the amount of profit gained or loss avoided by the violator;
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●	criminal fines for individual<br> violators of up to $5 million ($25 million for an entity); and
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●	jail sentences of up to 20<br> years.
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In addition, insider trading could result in serious sanctions by the Company, including dismissal. Insider trading violations are not limited to violations of the federal securities laws. Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO), may also be violated in connection with insider trading.

E.Size of Transaction and Reason for Transaction Do Not Matter

The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers or dealers are required by law to inform the SEC of any possible violations by people who may have material nonpublic information. The SEC aggressively investigates even small insider trading violations.

Statement of Procedures to Prevent Insider Trading

The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading.

A.Blackout Periods

The period during which the Company prepares quarterly financials is a sensitive time for insider trading purposes, as Company personnel may be more likely to possess, or be presumed to possess, material nonpublic information. To avoid the appearance of impropriety and assist Company personnel in planning transactions in the Company’s securities for appropriate times, no officer, director, or employee shall purchase, sell, gift or otherwise transfer of the Company during the period beginning on the 14th calendar day before the end of any fiscal quarter of the Company and ending upon completion of the second full trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company, except for:

●	purchases<br> of the Company’s securities from the Company or sales of the Company’s securities to the Company;

●	exercises<br> of stock options or other equity awards, the surrender of shares to the Company in payment of the exercise price or in satisfaction<br> of any tax withholding obligations in a manner permitted by the applicable equity award agreement, or the vesting of equity-based<br> awards that do not involve a market sale of the Company’s securities (the cashless exercise of a Company stock option through<br> a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
●	gift transactions<br> for family or estate planning purposes, where securities are gifted to a person or entity subject to this policy; and
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●	purchases<br> or sales of the Company’s securities made pursuant to any binding contract, specific instruction, or written plan entered into<br> while the purchaser or seller, as applicable, was unaware of any material nonpublic information and which contract, instruction,<br> or plan (i) meets all requirements of the affirmative defense provided by Rule 10b5-1, (ii) was precleared in advance pursuant to<br> this Policy, and (iii) has not been amended or modified in any respect after such initial preclearance without such amendment or<br> modification being precleared in advance pursuant to this Policy.
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Exceptions to the blackout period policy may be approved only by the Company’s General Counsel or Chief Financial Officer or, in the case of exceptions for officers and directors, the Board of Directors or Audit Committee of the Board of Directors.

From time to time, the Company, through the Board of Directors or Compliance Officer or Chief Financial Officer, may instruct that officers, directors, employees, or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above, all those affected should not trade in the Company’s securities while the suspension is in effect, and should not disclose to others that the Company has suspended trading.

B.Preclearance of All Trades by All Officers, Directors and Certain Key Employees

To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company’s securities, all transactions in the Company’s securities (including, without limitation, acquisitions and dispositions of Company stock, the exercise of stock options, and the sale of Company stock issued upon exercise of stock options) by officers and directors (each, a “Preclearance Person”) must be precleared by the Company’s Compliance Officer, except for certain exempt transactions as explained in Section VI of this Policy.

A request for preclearance must be in writing at least two business days in advance of the proposed transaction. Such preclearance request form must include a description of the proposed transaction, the proposed date of the transaction, the number of shares or other securities to be involved and a certification that the Preclearance Person is not aware of material nonpublic information about the Company. The Compliance Officer shall have sole discretion to decide whether to clear any contemplated transaction. All trades that are precleared must be effected within five business days of receipt of the preclearance, unless a specific exception has been granted by the Compliance Officer. A precleared trade (or any portion of a precleared trade) that has not been effected during the five business day period must be precleared again prior to execution. Notwithstanding receipt of preclearance, if the Preclearance Person becomes aware of material nonpublic information or becomes subject to a blackout period before the transaction is effected, the transaction may not be completed.

None of the Company, the Compliance Officer, or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for preclearance submitted pursuant to this Section IV.B. Notwithstanding any preclearance of a transaction pursuant to this Section IV.B, none of the Company, the Compliance Officer, or the Company’s other employees assumes any liability for the legality or consequences of such transaction to the person engaging in such transaction.

Section16 Matters for Directors and Officers

Section 16 (“Section 16”) of the 1934 Act, and the related rules and regulations, set forth obligations and limitations applicable to certain persons at a company. The Company’s Board of Directors has determined and notified those persons who are required to comply with Section 16, and the related rules and regulations, because of their positions with the Company.

The timely reporting of transactions requires tight interface with brokers handling transactions for persons that are subject to Section 16. A knowledgeable, alert broker can also serve as a gatekeeper, helping to ensure compliance with the Company’s pre-clearance procedures and helping prevent inadvertent violations. Therefore, in order to facilitate timely compliance with the requirements of Section 16, persons subject to Section 16 need to make sure that their brokers comply with the following requirements:

●

not enter any order (except for orders under pre-approved Rule 10b5-1 trading plans) without first verifying with the Company that a transaction was pre-cleared and complying with the brokerage firm’s compliance procedures (e.g., Rule 144); and

●

report before the close of business on the day of the execution of the transaction to the Company in writing via e-mail to the Compliance Officer, and if receipt is not verified in writing by the Company, also verify receipt by telephone, the complete details of every transaction (i.e., date, type of transaction, number of shares and price) involving the Company’s equity securities, including gifts, transfers, pledges and all transactions under 10b5-1 and other trading plans.

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Because it is the legal obligation of the trading person to cause any filings on Form 3, Form 4, Form 5 or Form 144 (or as may otherwise be required) to be made, you are strongly encouraged to confirm following any transaction that your broker has immediately e-mailed the required information to the Company and confirmed receipt of such information.

C.Post-Termination Transactions

With the exception of the preclearance requirement, this Policy continues to apply to transactions in the Company’s securities even after termination of service to the Company. If you are in possession of material nonpublic information when your service terminates, you may not trade in the Company’s securities until that information has become public or is no longer material. If you were subject to an event-specific blackout period or quarterly blackout period at the time of your termination of service to the Company, you must not purchase, sell, gift or otherwise transfer any security of the Company while such blackout period remains in effect.

D.Information Relating to the Company

1.Access to Information

Access to material nonpublic information about the Company, including the Company’s business, earnings, or prospects, should be limited to officers, directors, and employees of the Company on a “need-to-know” basis. In addition, such information should not be communicated to anyone outside the Company under any circumstances (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company on an other than “need-to-know” basis.

In communicating material nonpublic information to employees of the Company, all officers, directors, and employees must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information.

2.Inquiries From Third Parties

Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to the Chief Financial Officer at ronen@jeffsbrands.com.

III.Additional Prohibited Transactions

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. Therefore, officers, directors, and employees shall comply with the following policies with respect to certain transactions in the Company securities:

A.Short Sales

Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy.

B.Publicly Traded Options

A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that an officer, director, or employee is trading based on material nonpublic information. Transactions in options may also focus an officer’s, director’s, or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls, or other derivative securities involving the Company’s equity securities, on an exchange or in any other organized market, are prohibited by this Policy.

C.Hedging Transactions

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an officer, director, or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Such transactions allow the officer, director, or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the officer, director, or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.

D.Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans

Purchasing on margin means borrowing from a brokerage firm, bank, or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans is also prohibited. This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities).

IV.Rule 10b5-1 Trading Plans

The trading restrictions set forth do not apply to transactions under a previously established contract, plan, or instruction to trade in the Company’s stock in accordance with the terms of Rule 10b5-1 and all applicable state laws (a “Trading Plan”) that:

●

has been submitted to and preapproved by the Company’s Compliance Officer, or such other person as the Board of Directors may designate from time to time (the “Authorizing Officer”), at least 30 days before the commencement of any transactions under the Trading Plan, with directors and senior management subject to a longer “cooling-off period” that extends to the later of 90 days after adoption or modification of a Trading Plan or two (2) business days after filing the Form 20-F or Form 6-K with financial results covering the fiscal quarter in which Trading Plan was adopted, up to a maximum of 120 days;

●

you entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 at a time when you were not in possession of material nonpublic information about the Company, and, to the extent required by Rule 10b5-1, contains representations in the Trading Plan certifying as to the same; and either (i) specifies the amounts, prices, and dates of all security transactions under the Trading Plan, (ii) provides a written formula, algorithm, or computer program for determining the amount, price, and date of the transactions, or (iii) prohibits you from exercising any subsequent influence over the transactions.

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You may only adopt more than one Trading Plan at a time if the adoption of an additional Trading Plan is under the limited circumstances permitted by Rule 10b5-1. You may only amend a Trading Plan outside of quarterly trading blackout periods when you do not possess material nonpublic information. Any amendment of a Trading Plan must be preapproved by the Authorizing Officer at least 30 days before you trade under an amended Trading Plan, with directors and senior management subject to a longer “cooling-off period” that extends to the later of 90 days after adoption or modification of a Trading Plan or two (2) business days after filing the Form 20-F or Form 6-K with financial results covering the fiscal quarter in which a Trading Plan was adopted, up to a maximum of 120 days and as required by Rule 10b5-1 for certain amendments (i.e. those that change the amount, price, or timing of purchases or sales). However, previously scheduled trades under the Trading Plan before its amendment may continue until the amended Trading Plan takes effect. Revocation of a Trading Plan should occur only in unusual circumstances. Effectiveness of any revocation or amendment of a Trading Plan will be subject to the prior review and approval of the Compliance Officer.

Although non-discretionary Trading Plans are preferred, discretionary Trading Plans, where the discretion or control over trading is transferred to a broker, are permitted if pre-approved by the Compliance Officer.

The Company reserves the right to publicly announce, or respond to inquiries from the media regarding, the implementation of Trading Plans or the execution of transactions made under a Trading Plan. The Company also reserves the right, from time to time, to suspend, discontinue, or otherwise prohibit transactions under a Trading Plan if the Authorizing Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company. Transactions prohibited under Section V of this Policy, including short sales and hedging transactions, may not be carried out through a Trading Plan.

Compliance of a Trading Plan with the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, and none of the Company, the Authorizing Officer, or the Company’s other employees assume any liability for any delay in reviewing and/or refusing a Trading Plan submitted for approval nor the legality or consequences relating to a person entering into or trading under a Trading Plan.

If required, an SEC Form 144 will be filled out and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate that the trades are in accordance with a Trading Plan that complies with Rule 10b5-1 and noting the expiration date of such Trading Plan.

Exhibit 12.1

CERTIFICATION

I, Eliyahu Zamir, Chief Executive Officer, certify that:

1.	I have reviewed this Annual Report on Form 20-F of Nexera Technologies Ltd;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
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(b)	Designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
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(c)	Evaluated the effectiveness of the company’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the company’s<br>internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,<br>or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s<br>ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the company’s internal control over financial reporting.
---	---

Date: April 1, 2026

By:	/s/ Eliyahu Zamir
	Eliyahu Zamir
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 12.2

CERTIFICATION

I, Ronen Zalayet, Chief Financial Officer, certify that:

1.	I have reviewed this Annual Report on Form 20-F of Nexera Technologies Ltd;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s<br>internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,<br>or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s<br>ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the company’s internal control over financial reporting.
---	---

Date: April 1, 2026

By:	/s/ Ronen Zalayet
	Ronen Zalayet
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2025 (the “Report”) by Nexera Technologies Ltd (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that, to my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
Date: April 1, 2026	/s/ Eliyahu Zamir
---	---
	Eliyahu Zamir
	Chief Executive Officer

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2025 (the “Report”) by Nexera Technologies Ltd (the “Company”), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that, to my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
Date: April 1, 2026	/s/ Ronen Zalayet
---	---
	Ronen Zalayet
	Chief Financial Officer

Exhibit15.1

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form F-3 (File Nos. 333-277188, 333-262835, 333-283848, 333-283904, 333-285030, 333-287341 and 333-293607) and in the Registration Statements on Form S-8 (File Nos. 333-269119, 333-280459 and 333-291322) of our report dated April 1, 2026, relating to the financial statements of Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd) appearing in this Annual Report on Form 20-F for the year ended December 31, 2025.

/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network

Tel Aviv, Israel

April 1, 2026