The massive potential dilution relative to the tiny share base (250,727 shares) is the key risk. Monitor for any conversion notices from L.I.A. Pure Capital — the variable conversion price formula (88% of lowest 20-day VWAP) incentivizes conversion when the stock trades near the $0.284 floor. Also watch for any additional draws on the remaining $87.4M SPA capacity.
Price Chart
Executive Summary
Nexera Technologies issued a $600,000 convertible promissory note (purchased for $540,000) and a warrant for 448,359 shares to institutional investor L.I.A. Pure Capital Ltd. under its existing SPA. Separately, its subsidiary KeepZone AI amended its Scanary distribution agreement, converting exclusive rights in three territories to non-exclusive and reducing exclusivity consideration from $1,000,000 to $600,000 (already paid). The note's variable conversion price (floor $0.284) and warrant exercise price ($1.42) create significant potential dilution relative to the current share count of only 250,727 shares.
Key Facts
- Issued $600,000 convertible promissory note (purchase price $540,000, 10% OID) to L.I.A. Pure Capital Ltd.
- Conversion price is lower of $1.42 (Fixed Price) or 88% of lowest 20-day VWAP, with a $0.284 floor.
- Issued warrant to purchase 448,359 shares at $1.42/share, exercisable for 66 months.
- Warrant shares represent 100% of maximum shares issuable upon note conversion.
- Company had only 250,727 ordinary shares outstanding as of Dec 31, 2025.
- Remaining SPA capacity is $87.4 million with no minimum commitments.
- KeepZone AI amended Scanary distribution agreement: exclusive rights in Canada, Germany, UAE converted to non-exclusive; total exclusivity consideration reduced from $1M to $600K (already paid).
- Scanary irrevocably waived any right to recover amounts exceeding the $600K payment.
- Distribution term is 24 months from Sept 18, 2026, with no automatic renewal.
Financial Impact
Net proceeds of $540,000 from note; potential dilution of up to 448,359 shares (179% of current 250,727 shares outstanding) if note converted and warrant exercised at current terms.
Risk Factors
- Extreme dilution risk: warrant alone (448,359 shares) is 179% of current outstanding shares.
- Variable conversion price with $0.284 floor creates strong incentive for holder to convert if stock price declines.
- Non-recourse note structure means holder's only remedy is conversion/warrant exercise, increasing likelihood of equity conversion.
- Company has minimal revenue scale (e-commerce/HLS startup) and limited cash runway.
- Scanary amendment reduces exclusivity rights, potentially limiting KeepZone's competitive position.
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001213900-26-102195 |
| Document: ea030622601ex4-1.htm | 0001213900-26-102195 |
| Document: ea0306226-6k_nexera.htm | 0001213900-26-102195 |
| Document: ea030622601ex10-1.htm | 0001213900-26-102195 |
| Document: 0001213900-26-102195-index-headers.html | 0001213900-26-102195 |
| Document: 0001213900-26-102195-index.html | 0001213900-26-102195 |
| Document: 0001213900-26-102195.txt | 0001213900-26-102195 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | Press Release | $0.5702 | awaiting T+20 | — | $0.6699 (+17.49%) |
Sep 22, 2026 4w ago | 6-K | $1.49 $0.7000 | ▲ +53.02% | ▲ +53.71% | $0.6699 (+55.04%) |
Aug 31, 2026 8w ago | 6-K | $1.83 $1.30 | ▼ −28.96% | ▼ −29.28% | $0.6699 (−63.39%) |
Jul 24, 2026 13w ago | 6-K | $0.2511 $0.2155 | ▼ −14.20% | ▼ −17.49% | $0.6699 (+166.79%) |
Jul 9, 2026 15w ago | EFFECT | $0.5230 $0.2300 | ▲ +56.02% | ▲ +58.26% | $0.6699 (−28.09%) |
Jun 29, 2026 17w ago | F-1 | $0.6745 $0.3000 | ▲ +55.52% | ▲ +53.20% | $0.6699 (+0.68%) |
Jun 8, 2026 20w ago | Press Release | $0.9300 $0.5559 | ▲ +40.23% | ▲ +41.06% | $0.6699 (+27.97%) |
Jun 8, 2026 20w ago | Press Release | $0.9300 $0.5559 | ▼ −40.23% | ▼ −41.06% | $0.6699 (−27.97%) |
Jun 4, 2026 20w ago | Press Release | $17.16 $7.03 | ▼ −59.04% | ▼ −57.67% | $0.6699 (−96.10%) |
Apr 1, 2026 29w ago | Press Release | $1.91 $2.19 | ▲ +14.66% | ▲ +4.94% | $0.6699 (−64.93%) |
US Market Status
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