Nexera Technologies Ltd 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐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(Jurisdiction of incorporation or organization) 7 Mezada StreetBnei Brak, Israel 5126112Israel(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod 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 toSection 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 theExchange 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 toRule 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 anemerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards † provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 theregistrant 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 thisfiling. 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 theregistrant 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 PageINTRODUCTIONiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE.1ITEM 3.KEY INFORMATION.1A.[Reserved]1B.Capitalization and Indebtedness.1C.Reasons for the Offer and Use of Proceeds.1D.Risk Factors.1ITEM 4.INFORMATION ON THE COMPANY.38A.History and Development of the Company.38B.Business Overview.38C.Organizational Structure.60D.Property, Plants and Equipment.60ITEM 4A.UNRESOLVED STAFF COMMENTS.60ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.60A.Operating Results.60B.Liquidity and Capital Resources.64C.Research and development, patents and licenses, etc.68D.Trend information.68E.Critical Accounting Estimates.68ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.70A.Directors and Senior Management.70B.Compensation.73C.Board Practices.75D.Employees.89E.Share Ownership.89F.Disclosure o