NOTE 1 — GENERAL INFORMATION

Nexera Technologies Ltd (the “Company” or “Nexera”) (formerly Jeffs’ Brands Ltd) was incorporated in Israel on March 7, 2021. On March 26, 2026, the Company changed its name from Jeffs’ Brands Ltd to Nexera Technologies Ltd, and effective March 31, 2026, the Company’s ordinary shares and public warrants began trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “NEXR” and “NEXRW”, respectively.

As of June 30, 2026, the Company had seven wholly or majority owned subsidiaries held directly or through its subsidiaries - Fort Technology Inc., a company dual-listed on the Toronto Stock Exchange (“TSX”) Venture Exchange (“TSX-V”) and, since June 8, 2026, on the Nasdaq (“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 and its Subsidiaries (collectively, the “Group”), other than Pure Logistics and KeepZone, are engaged in the retail sector, mainly in the data driven e-commerce business, operating primarily on the Amazon marketplace (“Amazon”), primarily through the acquisition, improvement and operation of virtual stores (the “Brands”). Pure Logistics operates a logistics center specializing in warehousing and distribution services. KeepZone is expanding into homeland security solutions, aiming to deliver multi-layered security systems for critical infrastructure while leveraging its data-driven operational expertise.

In addition, the Company holds, through KeepZone, approximately 49.1% of the issued and outstanding shares of common stock of SciSparc Nutraceuticals Inc. (“SciSparc U.S.”). For additional information see Note 5.

As of June 30, 2026, 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.

The Group’s activities 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 the Brands. Any material change 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. 

During the six months ended June 30, 2026, the Group incurred a net loss of $8,440 and cash flows used in operating activities were $2,983. As of June 30, 2026, the Group had an accumulated deficit of approximately $27,704.

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 financing and debt financing.

In June 2025, the Company entered into a Securities Purchase Agreement (the “Notes SPA”) with an institutional investor, pursuant to which it may issue and sell, from time to time, convertible promissory notes in the aggregate principal amount of up to $100,000 (see Note 8(c)). As of the issuance date of these interim condensed consolidated financial statements, the Company may request additional drawdowns of up to $87,500 under the Notes SPA over its remaining term, up to $2,500 each quarter, subject to the Notes SPA’s terms and conditions. Accordingly, the Company’s management anticipates that the Company’s cash and cash equivalents as of the issuance date of these interim condensed consolidated financial statements and the future expected cash flows from the issuance of additional convertible promissory notes will be sufficient to support the Group’s current operations for more than 12 months from such date.

On February 17, 2026, the Company effected a one-for-fourteen (1-for-14) reverse share split of its ordinary shares (the “February 2026 Reverse Split”). As a result of the February 2026 Reverse Split, every fourteen (14) ordinary shares issued and outstanding were combined into one ordinary share.

On July 31, 2026, the Company effected a one-for-eleven (1-for-11) reverse share split of its ordinary shares (the “July 2026 Reverse Split”, and together with the February 2026 Reverse Split, the “Reverse Splits”). As a result of the July 2026 Reverse Split, every eleven (11) 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, warrants convertible into or exercisable for ordinary shares and restricted share units (“RSUs”), were adjusted pursuant to their terms, as a result of the Reverse Splits. The 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.