Nexera Technologies Ltd (NASDAQ:NEXR) announced that its subsidiary Fort Technology Inc. (NASDAQ:FRTT) has entered into securities purchase agreements with two institutional investors for potential financing of up to $20 million to support working capital, e-commerce operations and data center-related activities.
Under the agreements, Fort may issue unsecured convertible promissory notes with an aggregate principal amount of up to $20 million, together with warrants to purchase Fort common shares. The financing will be provided in stages, subject to specified conditions.
Initial Financing Tranche and Terms
The initial tranche will comprise notes with a combined principal amount of $2.2 million, generating gross proceeds of $1.98 million after a 10% original issue discount.
Fort may subsequently issue additional quarterly tranches with principal amounts of up to $2.2 million each, while the final tranche may total up to $2.4 million.
The notes carry annual interest of 8% and mature 28 months after issuance. They are convertible into Fort common shares at the lower of a fixed conversion price or 88% of the lowest daily volume-weighted average price during the preceding 20 trading days, subject to a minimum conversion price.
Investors will also receive warrants exercisable for five years. At the initial closing, Fort has agreed to issue common shares valued at an aggregate $1 million as a commitment fee, with the number of shares determined by the average daily volume-weighted price over the preceding three trading days.
Additional funding remains subject to closing conditions, and the company stated that there is no assurance the full $20 million will be received.
Proceeds to Support Data Center and E-Commerce Operations
Fort intends to use the net proceeds for general working capital and operational requirements, including activities undertaken by its majority-owned subsidiary, Logia USA Inc.
Logia USA focuses on fuel integrity solutions for data centers and other mission-critical facilities in the United States.
Fort also operates an e-commerce business selling pest control and remedial repair products under brands including Roshield, Entopest, Rempro and BirdGo. Its products are distributed primarily through Amazon marketplaces in the UK and Europe, alongside other online channels.
The company plans to expand its US retail activities, subject to applicable regulatory approvals.
Nexera operates in homeland security technology and e-commerce through its subsidiaries, including KeepZone AI and its established online retail businesses.
The securities covered by the financing agreements have not been registered under US federal or state securities laws and are subject to applicable resale restrictions.