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 January 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 December 30, 2024, Jeffs’
Brands Ltd (the “Company”) issued a press release titled “Jeffs’ Brands Announces Drone Safety Systems Now Available
on Amazon US”, a copy of which is furnished as Exhibit 99.1 to this Form 6-K.
On January 3, 2025, the Company
issued a press release titled “Jeffs’ Brands Signs Non-Binding LOI to Merge Fort Products with a Publicly Traded Company Valued
at Up to $12 Million”, a copy of which is furnished as Exhibit 99.2 to this Form 6-K.
This Form of Private Foreign
Issuer on Form 6-K, solely with respect to Exhibit 99.2, is incorporated by reference into the Company’s Registration Statement
on Form F-3 (File No. 333-277188) 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to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently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.
EXHIBIT INDEX
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.
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Jeffs’ Brands Ltd |
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| Date: January 3, 2025 |
By: |
/s/ Ronen Zalayet |
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Ronen Zalayet |
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Chief Financial Officer |
Exhibit 99.1
Jeffs’
Brands Announces Drone Safety Systems Now Available on Amazon US
Tel Aviv, Israel, Dec. 30, 2024 (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 that further to its announcement on December 5, 2024 regarding the entry
into an agreement granting it the exclusive worldwide right to distribute certain advanced drone safety systems developed by a leading
drone company, such exclusive drone safety systems are now available on Amazon US. Crafted for both recreational and professional drone
users, these advanced systems offer a significant step forward in enhancing drone safety and reliability on a global scale.
This exciting development highlights Jeffs’
Brands’ commitment to delivering breakthrough products to consumers globally. As the exclusive distributor for a two-year term pursuant
to the Agreement, Jeffs’ Brands is bringing these advanced safety systems to Amazon’s US vast audience, combining unparalleled
technology with unmatched convenience.
Revolutionizing Drone Safety
Developed by a leading innovator in drone
technology, these safety systems are designed to enhance safety and operational reliability for drone operators. With features engineered
to protect valuable equipment and enhance operational security, these solutions cater to the growing needs of the drone community.
“These drone safety systems are a testament
to how technology can enhance user experience and ensure safety,” said Victor Hakmon, Chief Executive Officer of Jeffs’ Brands.
“We’re thrilled to make this innovative product accessible to drone users in the US, exclusively through Amazon.”
Why Choose
These Drone Safety Systems?
| ● | Advanced
Protection: Cutting-edge safety mechanisms designed to protect drones in various
scenarios. |
| ● | Ease
of Use: Tailored for both beginners and professionals with user-friendly features. |
| ● | Exclusivity: Now
available exclusively on Amazon, ensuring global accessibility. |
Shop
Now
The exclusive drone safety systems are now live and available for purchase on Amazon US.
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.
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 Company’s exclusive worldwide distribution
rights of certain advanced drone safety systems which are subject to certain conditions, the Company’s commitment to leveraging
its expertise in e-commerce to bring advanced technological solutions to consumers, and the ability of the drone safety systems to address
key challenges in the industry. 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
Exhibit 99.2
Jeffs’
Brands Signs Non-Binding LOI to Merge Fort Products with a Publicly Traded Company Valued at Up to $12 Million
Tel Aviv, Israel, Jan. 03, 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, has signed a non-binding Letter of Intent (LOI) for the potential merge Fort Products Limited, a UK-based private
company, with Impact Acquisitions Corp., a capital pool company listed on the TSX Venture Exchange.
Under the proposed share exchange agreement, Impact Acquisitions will
acquire 100% of Fort Products’ shares. Jeffs Brands will receive between 75.02% and 83.29% ownership of Impact share capital, contingent
upon meeting predetermined milestones.
The Proposed Acquisition is based on a total value of Impact of approximately
4,846,262 CAD (approximately 3,368,375 $US) (considering its cash position of at least 700,000 CAD (approximately 486,330 $US), after
transaction costs) and a total value ascribed to Fort Products, of approximately 17,124,600 CAD (approximately 11,906,100 $US).
Impact’s board of directors will order a valuation of Fort Products,
and a condition for the Proposed Transaction is that the value of Fort Products will not be less than a minimum amount of 14,000,000 CAD
(approximately 9,733,920 $US).
The transaction is subject to due diligence, regulatory approvals,
and the satisfaction of specific conditions.
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.
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 potential merger of Fort Products with
Impact Acquisitions, 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