JFBRW Jeffs Brands Ltd

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

 

For the month of February 2025

 

Commission file number: 001-41482

 

Jeffs’ Brands Ltd

(Translation of registrant’s name into English)

 

7 Mezada St.
Bnei Brak, Israel 5126112
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

CONTENTS

 

On February 6, 2025, Jeffs’ Brands Ltd (the “Company” or “Jeffs’ Brands”), entered into a share purchase agreement (the “Agreement”) with Impact Acquisitions Corp. (“Impact”), a capital pool company listed on the TSX Venture Exchange, pursuant to which, on the terms and subject to the conditions of the Agreement, Fort Products Limited, a wholly owned subsidiary of the Company incorporated under the laws of England and Wales (“Fort”) will merge with and into Impact, with Impact continuing as the surviving corporation (the “Proposed Transaction”).

 

Pursuant to the Agreement, at the closing of the Proposed Transaction (the “Closing”) and upon the terms and conditions set forth in the Agreement, the Company will sell to Impact, and Impact will purchase from the Company, all of the issued and outstanding ordinary shares of Fort, in consideration for 100,000,000 common shares of Impact and up to an additional 66,000,000 common shares of Impact (the “Contingent Right Shares”), contingent upon the achievement of certain pre-determined milestones (the “Milestones”), each at a deemed price per share of CAD 0.171246, representing a post-closing equity interest in Impact of 75.02% (or up to 83.29% in the event of the full achievement of the Milestones). The Proposed Transaction is based on a total value of Impact of approximately CAD 4.8 million (approximately US$3.3 million) (considering its cash position of at least CAD 700,000 (approximately US$486,330), after transaction costs) and a total valuation ascribed to Fort of approximately CAD 17.1 million (approximately US$11.9 million).

 

Pursuant to the Agreement, upon the achievement of the Milestones, the Contingent Right Shares will be issued to the Company as follows: (i) 22,000,000 common shares of Impact will be issued upon the completion of a transaction resulting in Impact listing its securities on either the New York Stock Exchange or the Nasdaq Stock Market LLC (each, a “US Exchange”), or another transaction resulting in the issuance of shares listed on a U.S. national securities exchange to shareholders of Impact in exchange for their common shares of Impact (in either case, an “Uplisting Transaction”), if such Uplisting Transaction is completed within twenty-four months from the date of Closing (the “Closing Date”); (ii) 22,000,000 common shares of Impact will be issued upon the successful raising by Impact (or a successor entity), within forty-eight months of the Closing Date in equity and/or debt financing, an aggregate of US$8,000,000 or more; and (iii) 22,000,000 common shares of Impact will be issued upon Impact reaching annual revenues of a minimum of US $15,000,000 by December 31, 2028, as reflected in Impact’s audited financial statements for such periods.

 

The completion of the Proposed Transaction is subject to the satisfaction or waiver of certain conditions, including, but not limited to: (i) the fair market value of the equity interests of Fort being equal to at least CAD 14 million (approximately US$9.7 million), based on a valuation report to be obtained; (ii) the receipt by the Company of a pre-ruling from the Israel Tax Authority approving the Proposed Transaction, and (iii) the completion of due diligence by the parties and the receipt of corporate and regulatory approvals. Subject to the satisfaction or waiver of all conditions precedents to the Proposed Transaction, the Company anticipates that the Proposed Transaction will be completed by May 31, 2025. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice by both Impact and Jeffs’ Brands.

 

In addition, upon closing of the Proposed Transaction, Impact intends to issue its common shares to certain finders (the “Finders”) as compensation for providing advisory services in connection with the Proposed Transaction. Mr. Viki Hakmon, the Company’s chief executive officer and director, may be deemed to have a personal interest in the Proposed Transaction, by virtue of being a relative of one of the Finders, and as such the Proposed Transaction was approved by the Company’s audit committee and board of directors in accordance with the Israeli Companies Law-1999.

 

 

Neither Fort’s ordinary shares to be sold by the Company nor Impact’s common shares to be issued to the Company were registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws and such shares will be acquired pursuant to an exemption from registration under the Securities Act. Neither Fort’s ordinary shares nor Impact’s common shares may be offered or sold in the United States by the Company, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

 

On February 6, 2025, Jeffs’ Brands issued a press release titled “Jeffs’ Brands Enters Into Definitive Agreement to Complete Fort Products’ Merger with a Publicly Traded Company, at a Valuation of up to approximately $12 Million”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

 

This Report of Foreign Private Issuer on Form 6-K, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-277188, File No. 333-262835, File No. 333-283848 and File No. 333-283904) and Registration Statements on Form S-8 (File No. 333-269119 and File No. 333-280459), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when discussing the Proposed Transaction and the timing of its completion, the projected valuations, including those subject to a valuation report to be obtained by the parties, ownership percentages, and conditions necessary for the completion of the Proposed Transaction. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed on April 1, 2024. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

 

 

EXHIBIT INDEX

 

Exhibit No.
99.1		Press Release issued by Jeffs’ Brands Ltd, dated February 6, 2025, titled “Jeffs’ Brands Enters Into Definitive Agreement to Complete Fort Products’ Merger with a Publicly Traded Company, at a Valuation of up to approximately $12 Million”.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Jeffs’ Brands Ltd
Date: February 11, 2025	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

Jeffs’ Brands Enters Into Definitive Agreement to Complete Fort Products’ Merger with a Publicly Traded Company, at a Valuation of up to approximately $12 Million

 

Tel Aviv, Israel, Feb. 06, 2025 (GLOBE NEWSWIRE) -- Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, today announced it that, further to its press release on January 3, 2025, is has entered into a definitive agreement to complete the contemplated merger of Fort Products Limited, a UK-based private company and a wholly owned subsidiary of the Company (“Fort Products”), with Impact Acquisitions Corp. (“Impact”), a capital pool company listed on the TSX Venture Exchange (the “Proposed Merger”).

 

Under the definitive share purchase agreement (the “Definitive Agreement”), Impact Acquisitions will acquire from the Company 100% of Fort Products’ equity interests. Jeffs Brands will receive 75.02% and up to 83.29% ownership of Impact share capital, contingent upon meeting predetermined milestones.

 

The Proposed Merger is based on a total valuation of Impact of approximately 4.8 million CAD (approximately US $3.3 million) (considering its cash position of at least 700,000 CAD, approximately US $486,330 $US, after transaction costs) and a total valuation ascribed to Fort Products, of approximately 17.1 million CAD (approximately US $11.9 million $US).

 

According to the Definitive Agreement, a condition for the closing of Proposed Transaction is that the fair market value of the equity interests of Fort Products will not be less than 14 million CAD (approximately US $9.7 million), based on a valuation report to be obtained.

 

The completion of the Proposed Transaction is subject to the satisfaction of additional conditions, including but not limited to, due diligence, corporate and regulatory approvals and the receipt of a Pre-Ruling from the Israel Tax Authority.

 

Subject to the satisfaction or waiver of all conditions precedents to the Proposed Transaction, Impact and Jeffs’ Brands anticipate that the Proposed Transaction will be completed by May 31, 2025. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

 

In addition, upon closing of the Proposed Transaction, Impact intends to issue equity to certain finders (the “Finders”) as compensation for providing advisory services in connection with the Proposed Transaction. Mr. Viki Hakmon, the Company’s chief executive officer and director, may be deemed to have a personal interest in the Proposed Transaction, by virtue of being a relative of one of the Finders, and as such the Proposed Transaction was approved by the Company’s Audit Committee and Board of Directors in accordance with the Israeli Companies Law-1999.

 

About Jeffs’ Brands Ltd.

 

Jeffs’ Brands aims to transform the world of e-commerce by creating and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential. Through the Company’s management team’s insight into the FBA Amazon business model, it aims to use both human capability and advanced technology to take products to the next level. For more information on Jeffs’ Brands Ltd visit https://jeffsbrands.com.

 

About Fort Products

 

Fort Products is an established UK Based manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. Fort Products’ experience commenced since it’s establishment in 2005 within the pest control industry and it prides itself on the technical knowledge received in nearly 20 years.

 

 

About Impact

 

Impact is a capital cool company (“CPC”) within the meaning of the policies of the TSX Venture Exchange (the “Exchange”). Impact was created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the CPC policy of the Exchange, until the completion of the Proposed Transaction or other “Qualifying Transaction” as defined in the policies of the Exchange, Impact will not carry on business other than identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction.

 

Forward-Looking Statement Disclaimer

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, we are using forward-looking statements when discussing the Proposed Merger of Fort Products with Impact and the timing of its completion, the projected valuations, ownership percentages, and conditions required for the transaction. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to adapt to significant future alterations in Amazon’s policies; our ability to sell our existing products and grow our brands and product offerings, including by acquiring new brands; our ability to meet our expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which we operate; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of the conditions in Israel, including the recent attacks by Hamas, Iran, and other terrorist organizations; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2024 and our other filings with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Investor Relations Contact:

 

Michal Efraty
Adi and Michal PR- IR
Investor Relations, Israel
michal@efraty.com

 

 

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