T3 Defense Inc. has entered into a definitive stock purchase agreement to acquire 100% of KeepZone AI Inc., a homeland security technology distributor, from Nexera Technologies Ltd. The transaction was announced on October 27, 2026, and the agreement was signed on October 26, 2026.
Under the terms of the agreement, the initial consideration for the acquisition is $1.0 million. This amount is to be paid at closing through newly issued shares of T3 Defense common stock, par value $0.0001 per share. If necessary to satisfy a 4.99% beneficial ownership limitation, the company will also issue pre-funded warrants to purchase common stock. The number of shares issued will be calculated based on the average closing price of T3 Defense common stock on the Nasdaq for the five trading days immediately preceding the closing date.
In addition to the initial payment, Nexera Technologies is eligible for a cash earn-out. This earn-out is equal to 50% of KeepZone’s net profit for 24 months following the closing, capped at a maximum of $5.0 million. The earn-out is calculated on the first $10.0 million of net profit generated by KeepZone.
KeepZone operates in the global Homeland Security sector, focusing on critical infrastructure. The company markets, integrates, and supports a multi-vendor portfolio of screening, surveillance, and counter-UAS solutions. Following the acquisition, KeepZone is expected to serve as T3 Defense’s dedicated homeland security marketing, sales, and business development platform. This move aims to extend T3 Defense’s commercial reach to critical infrastructure, law enforcement, and border security customers in Israel and international markets.
The acquisition is subject to customary closing conditions, including the satisfaction of applicable third-party consents and regulatory requirements. T3 Defense noted that closing is expected to occur on the second business day after these conditions are satisfied, provided the closing has not occurred within 60 days of signing. The company also stated that KeepZone is being acquired without any debt or liability.
