Mergers & Acquisitions ·
T3 Defense agrees to acquire KeepZone AI for $1.0M in stock plus up to $5.0M cash earn-out
DFNST3 Defense Inc.
T3 Defense Inc. entered into a Stock Purchase Agreement to acquire 100% of KeepZone AI Inc. from Nexera Technologies Ltd. The initial consideration is $1,000,000 payable in newly issued common stock and pre-funded warrants, with the share count based on the five-day average closing price preceding closing. Additionally, Nexera is eligible for a cash earn-out equal to 50% of KeepZone's net profit over 24 months, capped at $5,000,000. The transaction includes a price protection clause requiring additional shares if T3 Defense's stock trades below the reference price six months post-closing. Closing is expected within 60 days subject to customary conditions. T3 Defense Inc. operates in the defense sector by acquiring and operating mission-critical national security businesses.