Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Six Months Ended June 30, 2026.

Cautionary Note Regarding Forward-Looking Statements

Certain information included herein 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.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2025, or our Annual Report, filed with the Securities and Exchange Commission, or the SEC, on April 1, 2026 and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

General

Introduction

Unless indicated otherwise by the context, all references in this report to “Nexera”, the “Company”, “we”, “us” or “our” are to Nexera Technologies Ltd (formerly known as Jeffs’ Brands Ltd). When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements as of and for the six months ended June 30, 2026, and notes thereto, and together with our audited consolidated financial statements for the year ended December 31, 2025 and related notes thereto included in our Annual Report filed with the SEC.

Unless otherwise indicated, dollars are in thousands.

Overview

We are engaged in the retail sector, mainly through a data driven e-commerce business 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.

Effective March 26, 2026, we changed our name from Jeffs’ Brands Ltd to Nexera Technologies Ltd, and effective March 31, 2026 our Ordinary Shares and public warrants began trading on the Nasdaq Capital Market under the new symbols “NEXR” and “NEXRW”, respectively.

As of June 30, 2026, we had seven wholly or majority owned subsidiaries, held directly by us or through our subsidiaries: Fort Technology Inc., or Fort Technology; Fort Products Ltd., or Fort; Fort Products LLC, or Fort U.S.; Smart Repair Pro; Pure Logistics; KeepZone; and Top Rank Ltd. In addition, we have a minority interest in SciSparc Nutraceuticals Inc., or SciSparc U.S., which operates the Wellution brand on Amazon.

On August 26, 2026, Fort Technology acquired 50.1% of the issued and outstanding share capital of Logia USA Inc., or Logia, a Delaware corporation engaged in fuel-integrity solutions for data centers, and Logia became its indirect majority owned subsidiary. For additional information, see “Recent Developments – Acquisition of Logia USA Inc.” below.

Fort Technology’s common shares are listed on the TSX Venture Exchange, or the TSX-V, and, since June 8, 2026, on the Nasdaq Capital Market under the symbol “FRTT”. As of June 30, 2026, we held approximately 70.82%    of Fort Technology’s outstanding common shares, which decreased to approximately 70.19% following Fort Technology’s issuance of common shares as consideration for the Logia acquisition.

As of June 30, 2026, we, together with our subsidiaries and affiliates, operated nine brands on Amazon: KnifePlanet, CC-Exquisite, PetEvo, Whoobli, Roshield, Entopest, Rempro, Birdgo and Wellution.

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. 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. Through KeepZone we expanded into homeland security solutions, and on December 4, 2025 KeepZone entered into a distribution agreement with Scanary Ltd., or Scanary, an Israeli deep-tech developer of 3D imaging, electromagnetic and AI-powered threat detection systems. We 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. 

Recent Developments

Equity Awards

On January 1, 2026, we granted 2,941 restricted share units, or RSUs, to our officers and employees and members of our board of directors, which vest in eight quarterly tranches over two years from January 1, 2026, and on January 26, 2026 we granted 195 RSUs to a member of our board of directors, which vested immediately upon grant. On March 26, 2026, we issued 14,189 RSUs to consultants, at a price of $27.72 per Ordinary Share.

Convertible Promissory Notes under the Notes SPA

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, convertible promissory notes for a maximum principal amount of $100,000,000, at a purchase price equal to 90% of their principal amount. At the initial closing on June 26, 2025 we issued a convertible promissory note in the principal amount of $5,000,000 for a purchase price of $4,500,000 in cash, and on December 9, 2025 we issued a second convertible promissory note in the principal amount of $500,000 for a purchase price of $450,000 in cash. On January 1, 2026, we and the holder of the convertible promissory notes issued under the Notes SPA agreed to decrease the conversion price floor applicable to the outstanding convertible promissory note issued on June 26, 2025 to $50.82 per share, and during January 2026 the holder converted the remaining outstanding principal and accrued interest under that note, in the amount of $733,000, into Ordinary Shares.

On February 18, 2026, we issued to the holder a third convertible promissory note under the Notes SPA, in the principal amount of $600,000, for a purchase price of $540,000 in cash. On the same date, we entered into a first addendum to the Notes SPA, pursuant to which we issued to the holder a warrant to purchase up to 16,269 Ordinary Shares at an exercise price of $60.83 per share, representing 75% of the maximum number of Ordinary Shares issuable pursuant to the convertible promissory notes purchased by the holder during the three-month period ended February 28, 2026, and the conversion price of the convertible promissory note issued on December 9, 2025 was adjusted to $50.71 per share.

On May 10, 2026, we issued to the holder a fourth convertible promissory note under the Notes SPA, in the principal amount of $1,750,000, for a purchase price of $1,575,000 in cash. On the same date, we entered into a second addendum to the Notes SPA, pursuant to which we will issue to the holder, at each future closing under the Notes SPA, a warrant to purchase up to such number of Ordinary Shares representing 100% of the maximum number of Ordinary Shares issuable pursuant to the convertible promissory note purchased at such closing. Accordingly, we issued to the holder a warrant to purchase up to 101,736 Ordinary Shares at an exercise price of $17.20 per share.

On June 18, 2026, we issued to the holder a fifth convertible promissory note under the Notes SPA, in the principal amount of $2,000,000, for a purchase price of $1,800,000 in cash, together with a warrant to purchase up to 292,031 Ordinary Shares at an exercise price of $8.07 per share, issued pursuant to the second addendum. During the six months ended June 30, 2026, the holder converted an aggregate principal and accrued interest amount of $3,599,000 into 230,094 Ordinary Shares, and exercised in full the warrants issued together with the convertible promissory notes issued in January 2025, February 2026 and May 2026, into 118,297 Ordinary Shares for aggregate proceeds of $1,309,000. As of June 30, 2026, the convertible promissory note issued on June 18, 2026 was the only convertible promissory note outstanding.

Amendment to the EEH Convertible Loan

On January 13, 2026, Fort Technology entered into an amendment to its convertible loan agreement with EEH Ventures Limited, or EEH, pursuant to which the option to extend an additional loan of £1 million to EEH was cancelled, and the conversion right was amended to entitle Fort Technology to convert the loan into EEH’s entire holding in Wigan Topco Limited, representing 35.8% of its issued share capital, instead of a right to convert the loan into 19.9% of EEH’s fully diluted share capital.

January 2026 Registered Direct Offering

On January 22, 2026, we issued to certain investors, in a registered direct offering, or the January Offering, 26,020 Ordinary Shares at an offering price of $92.40 per Ordinary Share, for gross proceeds of approximately $2,404,275. Our Chief Executive Officer is a member of the board of directors of one of the investors, and the offering was therefore approved by our audit committee and board of directors.

New Warehouse Lease

On January 28, 2026, Fort entered into a new lease agreement for its warehouse facility in the United Kingdom, for a term ending in February 2030, replacing the previous lease that expired in February 2025 and had continued on a month-to-month basis. The lease provides for annual rent of £44,000 (approximately $60,000), payable quarterly.

Reverse Share Splits

On February 17, 2026, we effected a one-for-fourteen (1-for-14) reverse share split of our Ordinary Shares, or the February 2026 Reverse Split, pursuant to which every fourteen Ordinary Shares issued and outstanding were combined into one Ordinary Share. On July 31, 2026, we effected a one-for-eleven (1-for-11) reverse share split of our Ordinary Shares, or the July 2026 Reverse Split, pursuant to which every eleven Ordinary Shares issued and outstanding were combined into one Ordinary Share. All outstanding securities entitling their holders to purchase or receive Ordinary Shares were adjusted pursuant to their terms as a result of those reverse splits, which did not reduce the number of our authorized share capital. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to herein give effect to both reverse splits, including the July 2026 Reverse Split effected after the reporting period. The February 2026 Reverse Split triggered the reset provisions of the warrants issued in our January 2024 private placement, or the January 2024 PIPE, referred to as the Series A Warrants, pursuant to which 100,761 additional Series A Warrants were issued and the exercise price of the Series A Warrants was adjusted to $43.63 per ordinary share. The July 2026 Reverse Split triggered the same reset provisions, pursuant to which 960,301 additional Series A Warrants were issued and the exercise price was adjusted to $2.41428 per share.

Sale of Fort Technology Shares

On February 23, 2026, we sold 714,286 of our common shares of Fort Technology for aggregate consideration of approximately $670,000 (CAD 919,000), pursuant to a share transfer agreement entered into with certain institutional investors on December 18, 2025. The transferred shares represented approximately 8.1% of our holdings in Fort Technology.

Corporate Rebranding

On March 26, 2026, we changed our corporate name from Jeffs’ Brands Ltd to Nexera Technologies Ltd. Effective March 31, 2026, our Ordinary Shares and public warrants trade on the Nasdaq Capital Market under the symbols “NEXR” and “NEXRW”, respectively.

Fort Technology Loan Agreement

On April 9, 2026, Fort Technology entered into a loan agreement with an institutional investor for a loan of up to $450,000, bearing interest at a rate of 10% per annum, calculated on a simple interest basis, and repayable, together with accrued and unpaid interest, by December 31, 2027. As of June 30, 2026, the outstanding principal amount under the loan was $100,000.

Fort Technology Nasdaq Listing

On June 8, 2026, the common shares of Fort Technology commenced trading on the Nasdaq Capital Market under the symbol “FRTT”, alongside their continued listing on the TSX Venture Exchange. The listing triggered the automatic conversion of all of Fort Technology’s outstanding convertible debentures into units, each consisting of one Fort Technology common share and one warrant, and constituted the achievement of the first milestone under the Fort Technology qualifying transaction agreements, as a result of which Fort Technology issued to us 1,571,429 contingent right shares on such date. Following these events, as of June 8, 2026, we held approximately 70.94% of Fort Technology’s outstanding common shares.

June 2026 Registered Direct Offering and Concurrent Private Placement

On June 8, 2026, we entered into securities purchase agreements with certain institutional investors, pursuant to which we issued and sold, in a registered direct offering that closed on June 9, 2026, 109,091 Ordinary Shares and, in a concurrent private placement, warrants to purchase up to 109,093 Ordinary Shares, at an aggregate price of $11.00 per Ordinary Share and accompanying warrant, for aggregate gross proceeds of approximately $1,200,000. The warrants were exercisable immediately upon issuance, at an exercise price of $11.00 per Ordinary Share, and expire 66 months from the issuance date.

KeepZone Homeland Security Agreements

During the six months ended June 30, 2026, KeepZone entered into multiple reseller and distribution agreements in the homeland security sector with various technology providers, primarily relating to security, surveillance and defense solutions, and received its first commercial purchase order. No revenue was recognized from these agreements during the period.

Acquisition of Logia USA Inc.

On August 11, 2026, Fort Technology entered into definitive agreements to acquire 50.1% of the issued and outstanding shares of Logia USA Inc., a Delaware corporation engaged in fuel-integrity solutions for data centers, from its sole shareholder, in consideration for Fort Technology common shares with an aggregate value of $125,000, priced at the average closing price over the 14 trading days preceding the effective date. The closing took place on August 26, 2026. In connection with the agreement, Fort Technology entered into a credit facility agreement pursuant to which it will provide Logia with an unsecured credit facility of up to $2,000,000, bearing interest at 6% per annum, available in eight tranches upon achievement of operational and commercial milestones. The agreements include an equity rebalancing mechanism pursuant to which, for up to three years following the closing, upon achievement of cumulative sales milestones at a minimum net profit margin, the founder’s holdings may increase up to 95% of Logia’s share capital, with a corresponding dilution of Fort Technology’s holdings. In connection with the transaction, the founder will serve as chief executive officer of Logia and will be entitled to share-based compensation of up to $2,500,000 in Fort Technology common shares, subject to the achievement of specified milestones and continued engagement.

The July 2026 Reverse Split triggered the reset provisions of the Series A Warrants, pursuant to which 960,301 additional Series A Warrants were issued and the exercise price was adjusted to $2.41428 per share.

In addition, subsequent to June 30, 2026 the holder of the convertible promissory note issued on June 18, 2026 converted $918 of principal and accrued interest into 555,177 Ordinary Shares and exercised 200,000 of the warrants issued together with that note, and the holders of the warrants issued in the registered direct offering that closed on June 9, 2026 exercised 109,093 warrants, for aggregate proceeds of $374 and $237, respectively. 

Comparison of the Results for the Six Months Ended June 30, 2026 and 2025

Results of Operations

The following table discloses our results of operations for the periods presented:

Revenues

Our revenues are primarily derived from sales on Amazon and from warehousing and distribution services provided by Pure Logistics, which we acquired on March 18, 2025. Accordingly, our revenues for the six months ended June 30, 2025 include income from warehousing and distribution services only from the date of that acquisition, while our revenues for the six months ended June 30, 2026 include a full six months of those services.

Our revenues for the six months ended June 30, 2026 were $10,416 compared to $6,984 for the six months ended June 30, 2025. This represents an increase of $3,432, or 49%. The increase was primarily driven by our e-commerce operations, where revenues grew by $2,153, or 34%, to $8,525, and by our logistics operations, where revenues grew by $1,279, or 209%, to $1,891.

Revenues attributed to the United Kingdom increased to $6,374 from $4,616, revenues attributed to America increased to $2,747 from $1,631, revenues attributed to Europe increased to $1,295 from $737. The increase in revenues is primarily attributed to America is primarily the warehousing and distribution revenues of Pure Logistics, partially offset by lower Amazon revenues at Smart Repair Pro.

Within e-commerce, the revenues of Fort increased by $2,433, or 49%, to $7,356, driven primarily by an increase of approximately 56% in the number of units sold on the Amazon marketplaces. Growth was led by the United Kingdom, together with accelerated growth across the other European marketplaces. That growth was partially offset by a decrease of $280 in the revenues of Smart Repair Pro.

The increase in our logistics revenues reflects a full six months of warehousing and distribution services provided by Pure Logistics, which we acquired on March 18, 2025, compared with the period from the acquisition date in the comparative period, as well as growth in the underlying activity.

Cost of revenues

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

Our total cost of revenues for the six months ended June 30, 2026 was $8,707 compared to $6,415 for the six months ended June 30, 2025, an increase of $2,292, or 36%. The cost of revenues as a percentage of revenues decreased to 83.6% from 91.9%.

Product cost of revenues

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

Cost of commissions for the six months ended June 30, 2026 were $3,601, compared to $2,959 for the six months ended June 30, 2025, an increase of $642, or 22%, and represented approximately 42% of product revenues compared to approximately 46% for the six months ended June 30, 2025. While the absolute amount increased with the higher sales volume, the fee rate as a percentage of sales improved, primarily due to changes in Amazon referral fee rates as well as the Company’s improvements in its supply chain.

Purchases of finished goods and change in inventory for the six months ended June 30, 2026 were $2,676, compared to $1,978 for the six months ended June 30, 2025, an increase of $698, or 35%, consistent with the increase in product revenues, and represented approximately 31% of product revenues in both periods.

Freight expenses for the six months ended June 30, 2026 were $368, compared to $464 for the six months ended June 30, 2025, a decrease of $96, or 21%, primarily reflecting changes in our supply chain that shortened shipping routes to Amazon fulfillment centers. Storage expenses increased by $33, or 34%, to $129, consistent with the increase in sales volume.

Salary included in product cost of revenues for the six months ended June 30, 2026 were $250, compared to $136 for the six months ended June 30, 2025. The increase reflects $124 of warehouse and occupancy costs allocated to cost of revenues in the current period, which in the comparative period were presented within general and administrative expenses; excluding those allocated costs, salary remained stable notwithstanding the increase in revenues.

Service cost of revenues

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

Service cost of revenues for the six months ended June 30, 2026 were $1,618, compared to $751 for the six months ended June 30, 2025, and consists of the costs of the warehousing and distribution operations of Pure Logistics, including the warehouse lease, salaries, subcontractor fees and expenses and freight charges. Other service cost of revenues comprises the amortization of the excess cost allocated on the acquisition of Pure Logistics to its warehouse leases, of $26 and $271 for the six months ended June 30, 2026 and 2025, respectively. The increase reflects a full six months of Pure Logistics operations, compared with the period from its acquisition in the comparative period, and the higher level of activity of those operations.

Gross profit

Our gross profit for the six months ended June 30, 2026 was $1,709 compared to $569 for the six months ended June 30, 2025. This represents an increase of $1,140, or 200%. Our gross margin improved to 16.4% from 8.1%.

Product gross profit for the six months ended June 30, 2026 was $1,436, a gross margin of 16.8%, compared to $708, a gross margin of 11.1%, for the six months ended June 30, 2025. The improvement was driven primarily by lower Amazon fee rates and by operating leverage on the higher sales volume.

Service gross profit for the six months ended June 30, 2026 was $273, compared to gross loss of $139 for the six months ended June 30, 2025, an increase of $412. Our service gross margin improved to 14.4% from a negative margin of (22.7)%. The improvement reflects the full-period contribution and the higher level of activity of Pure Logistics, whose revenues grew faster than its cost base.

Operating expenses, net

Our operating expenses consist of four components: sales and marketing expenses, general and administrative expenses, equity losses and other expenses (income).

Sales and marketing expenses

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

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

Our sales and marketing expenses for the six months ended June 30, 2026 were $1,403 compared to $661 for the six months ended June 30, 2025, an increase of $742, or 112%.

Advertising expenses for the six months ended June 30, 2026 were $762, compared to $546 for the six months ended June 30, 2025, an increase of $216, or 40%, consistent with   the increase in our revenues, and represented approximately 7.3% of our revenues compared to approximately 7.8% in the comparative period.

Wages, consultants, salaries and related expenses for the six months ended June 30, 2026 were $260, compared to $26 for the six months ended June 30, 2025. The increase is primarily attributable to an increase in Fort’s expenses related to consultant fees. 

Amortization of intangible assets of $367 comprises $250 relating to the distribution agreement held by KeepZone and $117 of amortization of the customer relationships acquired in the Pure Logistics acquisition.

General and administrative expenses

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

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

Our general and administrative expenses for the six months ended June 30, 2026 were $5,168 compared to $3,483 for the six months ended June 30, 2025, an increase of $1,685, or 48%. Fort Technology was first consolidated on July 7, 2025 and is therefore not reflected in the comparative period, which reflects the expenses of Fort and Fort U.S. only.

Professional services and consulting fees for the six months ended June 30, 2026 were $2,076, compared to $1,243 for the six months ended June 30, 2025, an increase of $833, or 67%, which is primarily attributable to professional fees of $1,213 incurred by Fort Technology in connection with the listing of its common shares on Nasdaq in June 2026 and operating as a dual listed public company, and professional fees of $76 incurred by KeepZone in connection with our HLS sector, partially offset by. a decrease in parent-level professional fees of $340.

Share based compensation for the six months ended June 30, 2026 was $904, compared to $509 for the six months ended June 30, 2025, an increase of $395, or 78%, relating to our grant of restricted share units and restricted shares in January and March 2026 and grants of restricted share units by Fort Technology.

Payroll and related expenses for the six months ended June 30, 2026 were $789, compared to $583 for the six months ended June 30, 2025, an increase of $206, or 35%, primarily attributable to increases in headcount and salaries and to the consolidation of Fort Technology, as well as to the appreciation of the NIS against the U.S. dollar, as most of our payroll is denominated in NIS. 

Other expenses for the six months ended June 30, 2026 were $803, compared to $477 for the six months ended June 30, 2025, primarily attributable to an increase $92 related to Fort’s listing expenses, $78 in revenue-sharing payments to the holders of the Additional Warrants due to the increase of revenues, $42 in compensation paid to our directors, partially offset by a decrease of $29 in travel and entertainment expenses.

Other income

Our other income for the six months ended June 30, 2026 was $60 compared to $65 for the six months ended June 30, 2025. Other income consists primarily of management fees received from SciSparc U.S., pursuant to our existing consulting agreement with SciSparc U.S.

Share of losses accounted for at equity

Our share of losses accounted for as equity for the six months ended June 30, 2026 was $67 compared to $76 for the six months ended June 30, 2025, which is attributable to losses incurred from our investment in SciSparc U.S.

Operating loss

Our operating loss for the six months ended June 30, 2026 was $4,869, compared to operating loss of $3,586 for the six months ended June 30, 2025, an increase of $1,283, or 36%. The increase reflects an increase of $2,423 in our operating expenses, partially offset by the increase of $1,140 in our gross profit, and is driven mainly by the professional, listing and share-based compensation costs described above, a substantial part of which relate to Fort Technology.

Financial expenses (income), net

We recorded net financial expenses of $3,513 for the six months ended June 30, 2026, compared to net financial income of $750 for the six months ended June 30, 2025, a change of $4,263. The change is attributable almost entirely to the change in the fair value of our convertible promissory notes and derivative liabilities, which was an expense of $3,470 for the six months ended June 30, 2026 compared to income of $942 for the six months ended June 30, 2025.

The following table discloses the components of financial expenses (income), net for the periods set forth below:

Our warrant derivative liabilities produced a net charge of $205 in the current period, compared to income of $5,628 in the comparative period. The February 2026 Reverse Split triggered the reset provisions of the Series A Warrants, giving rise to a charge of $4,964, which was largely offset by remeasurement income on those warrants of $4,630, compared to $4,260 in the comparative period, and by income of $129 on the remeasurement of the warrants issued in our November 2022 offering, or the Additional Warrants.

Our convertible promissory notes produced a charge of $3,265 in the current period, compared to $4,686 in the comparative period. The current period includes a day one loss of $3,748 recognized on the convertible promissory notes issued during the period, being the excess of their initial fair value over the amount allocated to them, partially offset by income of $509 on their subsequent remeasurement.

Issuance costs of convertible promissory notes amounted to $102, compared to $150 in the comparative period. The current period also includes interest and discount amortization of $170 on the Fort Technology convertible debentures through their conversion into units upon the Nasdaq listing of Fort Technology, and income of $258 from the derecognition of a loan commitment liability.

Net loss for the period

Our net loss for the six months ended June 30, 2026 was $8,440, compared to net loss of $2,742 for the six months ended June 30, 2025, an increase of $5,698, or 208%. The increase is attributable primarily to the change of $4,263 in financial expenses (income), net and to the increase of $1,685 in general and administrative expenses, partially offset by the increase of $1,140 in gross profit. Of the net loss for the six months ended June 30, 2026, $493 was attributable to noncontrolling interests in Fort Technology and $7,947 was attributable to our shareholders.

Critical Accounting Estimates

We describe our significant accounting policies more fully in Note 2 to our unaudited financial statements for the six months ended June 30, 2026. There have been no material changes to our critical accounting policies as described in the Annual Report other than as described in Note 2 to our unaudited consolidated financial statements for the six months ended June 30, 2026. We believe that the accounting policies described in Note 2 to our unaudited financial statements for the six months ended June 30, 2026 and under “Item 5.E. Critical Accounting Estimates” in our Annual Report - derivative liabilities, intangible asset valuation, goodwill and business combinations - 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.

Liquidity and Capital Resources

Overview

Since our inception in March 2021 to date, 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 Ordinary Shares, warrants and convertible promissory notes, including through our initial public offering, the issuance of our securities in private placements and registered offerings. As of June 30, 2026 and 2025, we had approximately $8,359 and $6,066, respectively, in cash and cash equivalents.

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

We expect that for the foreseeable future we will finance our activities using the proceeds from sales of our existing and future brands.

Operating activities

Our net cash used in operating activities was $2,983 for the six months ended June 30, 2026, compared to net cash used in operating activities of $2,409 for the six months ended June 30, 2025, an increase of $574 in net cash used. The increase primarily reflects the higher net loss for the period, which was largely offset by non-cash charges, principally the change in the fair value of our convertible promissory notes and derivative liabilities of $3,470, share-based payment of $904 and depreciation and amortization of $763 (amortization of intangible assets of $738 and depreciation of $25), as well as by changes in working capital.

Investing activities

Our net cash used in investing activities was $18 for the six months ended June 30, 2026, compared to net cash used in investing activities of $2,259 for the six months ended June 30, 2025. The decrease of $2,241 in net cash used reflects the acquisition of Pure Logistics, net of cash acquired, of $2,253 in the comparative period.

Financing activities

Our net cash provided by financing activities was $9,697 for the six months ended June 30, 2026, compared to net cash provided by financing activities of $8,140 for the six months ended June 30, 2025, an increase of $1,557, or 19%. Financing activities in the period consisted of proceeds of $3,915 from the issuance of convertible promissory notes, $3,322 from the issuances of Ordinary Shares and warrants in the January and June 2026 offerings, $1,664 from exercises of warrants, $670 from the sale of Fort Technology shares to noncontrolling interests, $100 from a third-party loan and $26 from exercises of Fort Technology warrants and options by noncontrolling interests.

Financial arrangements 

On June 26, 2025, we entered into the Notes SPA with an institutional investor. Pursuant to the Notes SPA, we may issue, from time to time, convertible promissory notes up to an aggregate principal amount of $100 million.

At the initial closing on June 26, 2025, we issued a convertible promissory note in the principal amount of $5,000,000 for a purchase price of $4,500,000 in cash. Subject to certain conditions, we may request additional drawdowns of up to $2,500,000 in each quarter, with a purchase price equal to 90% of the principal amount. During the six months ended June 30, 2026, we drew down three additional convertible promissory notes under the Notes SPA, in an aggregate principal amount of $4,350,000, and as of June 30, 2026 the convertible promissory note issued on June 18, 2026 was the only note outstanding. As of the date of this report, we may request additional drawdowns of up to $87,500,000 under the Notes SPA over its remaining term.

Current outlook

We have financed our operations to date primarily through proceeds from our initial public offering, the January 2024 PIPE, the January 2025 Promissory Note, the May 2025 Registered Direct Offering, the January Offering, the June 2026 registered direct offering and concurrent private placement, the Notes SPA and proceeds from sales on the different Amazon platforms (after FBA fees and advertising fees).

As of June 30, 2026, our cash and cash equivalents were $8,359. We expect that our cash and cash equivalents as of the date of this report, together with the expected proceeds from additional drawdowns under the Notes SPA, will be sufficient to fund our current operations for more than twelve months from such date. 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:

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 market risk exposure is primarily a result of U.S. dollar/NIS exchange rates and U.S. dollar/British pound sterling, or GBP, which is discussed in detail in the following paragraph.

Impact of Inflation and Currency Fluctuations

Our functional and reporting currency is the U.S. dollar. We incur some of our income and 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 2026. To date, we have not been subject to inflationary pressures. We cannot assure you that we will not be adversely affected in the future.

As of June 30, 2026 the annual rate of inflation in Israel was 1.6%. The NIS appreciated against the U.S. dollar by approximately 6.6% for the six months ended June 30, 2026 and appreciated by approximately 7.54% for the six months ended June 30, 2025.