# Nexera Agrees to Sell KeepZone AI to T3 for Up to $6 Million

By John Kim

Canonical URL: https://www.tokenpost.com/news/business/42035
Published: 2026-10-27T21:13:54.000Z
Updated: 2026-10-27T21:13:54.000Z
Section: Business

> The agreement calls for $1 million in T3 securities at closing, with up to $5 million in cash possible if KeepZone meets profit terms during the following 24 months.

Nexera Technologies Ltd. agreed to sell all of KeepZone AI Inc. to T3 Defense Inc. in a deal with up to $6 million in consideration, including $1 million in securities at closing and a potential profit-based earn-out.

The stock purchase agreement was signed Oct. 26, and the sale has not closed. The $1 million payment would be made in T3 common stock and, if needed, pre-funded warrants. The number of shares will be calculated using T3’s average Nasdaq closing price over the five trading days before closing.

If KeepZone earns a cumulative after-tax profit in the 24 months after closing, Nexera could receive half of it in cash, up to $5 million. The calculation uses standalone results under consistently applied generally accepted accounting principles (GAAP), with adjustments specified in the agreement. Any earn-out payment would be due within 90 days after the 24-month period ends.

Closing depends on approvals and other conditions, including third-party consents and Nasdaq requirements. The agreement provides for closing on the second business day after those conditions are met or waived. T3 expects the deal to close within 60 days of signing; either party may terminate if it has not closed by then, subject to exceptions.

T3 plans to use KeepZone as a homeland-security sales and business-development platform. KeepZone distributes and integrates technologies spanning screening, surveillance, counter-drone systems, AI analytics and unmanned aerial solutions. KeepZone CEO Alon Dayan said, “Joining T3 Defense adds a portfolio of engineered defense products that we can bring to our customer and partner relationships.”