T3 Defense agrees to buy KeepZone AI to add homeland-security sales channels

T3 Defense signed a definitive agreement to acquire KeepZone AI from Nexera Technologies, adding a proposed sales arm for its defense businesses. Announced October 27, 2026, the deal covers all of KeepZone’s stock. T3 expects to close within 60 days of signing, subject to conditions, before using KeepZone to reach more homeland-security customers.

A sales network alongside the factories

KeepZone distributes, markets and integrates homeland-security technology. Its business includes its own VocentraAI voice-analysis platform as well as products from other suppliers. The portfolio spans screening, surveillance, systems for countering drones, AI analytics and unmanned aerial solutions for government, critical infrastructure and high-security settings.

T3’s intended use is commercial: it wants KeepZone to become its dedicated homeland-security marketing, sales and business-development platform. That would place a sales team and supplier representation agreements alongside T3’s engineering and manufacturing subsidiaries, rather than adding another manufacturer to the group.

The plan is to sell subsidiaries’ products through KeepZone’s channels alongside its existing offerings. T3 identifies critical infrastructure, law enforcement, public safety and border security as target customers in Israel and international markets. CEO Menny Shalom says KeepZone brings a U.S. presence and active channels in North America, Latin America and the Gulf.

KeepZone’s partner portfolio includes SeeTrue, RT LTA Systems, ParaZero and Skyline Software Systems, among others. It combines technologies into coordinated security offerings. KeepZone CEO Alon Dayan says joining T3 would give those customer and partner relationships access to a broader range of engineered defense products from one provider.

$1 millionInitial consideration

Payable at closing in newly issued common stock, or pre-funded warrants where required by the ownership limit.

$5 millionMaximum cash earn-out

Nexera could receive half of KeepZone’s standalone net profit over 24 months, calculated on the first $10 million of profit.

How the seller gets paid

The transaction details make the initial stock payment distinct from the potential cash payment after closing. The stock will be priced using T3’s average closing share price over the five trading days before completion. Pre-funded warrants can substitute for shares to the extent needed to comply with a 4.9% beneficial ownership limit.

The earn-out is a contingent payment, not cash promised regardless of performance. Its calculation uses KeepZone’s standalone net profit during the two years after closing. T3 explicitly warns that there is no assurance KeepZone will generate revenue or profit, or that any earn-out will become payable.

Two other deal terms

• Share-price protection: Nexera is entitled to additional T3 shares if the stock price six months after closing is below its price at closing.
• Debt and liabilities: T3 says KeepZone is being acquired without any debt or liability.

The channels still need to carry over

Completion requires customary closing conditions, including notification to Nasdaq about the additional shares and certain third-party consents. T3 says further details will appear in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission. The agreement does not yet transfer ownership.

The commercial relationships are also a stated risk. T3 warns that KeepZone’s representation or distribution agreements could be terminated, not renewed or fail to receive consent. Its risk disclosures also flag integration, procurement timing and funding, and dilution from issuing shares and warrants—risks that remain alongside the profit-linked payment structure.