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 November 2023
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 October 31, 2023, Jeffs’
Brands Ltd (the “Company”) issued a press release titled “Jeffs’ Brands Announces 1-for-7 Reverse Share Split,”
a copy of which is furnished as Exhibit 99.1 to this Form 6-K.
On November 2, 2023, the Company
issued a press release titled “Jeffs’ Brands Announces Expected Implementation of 1-for-7 Reverse Share Split,” a copy
of which is furnished as Exhibit 99.2 to this Form 6-K.
This Form 6-K, including its
exhibits, is incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-269119) filed with the
Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded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 |
| |
|
| Date: November 2, 2023 |
By: |
/s/ Ronen Zalayet |
| |
|
Ronen Zalayet |
| |
|
Chief Financial Officer |
3
Exhibit 99.1
Jeffs’ Brands Announces 1-for-7 Reverse
Share Split
Following the reverse
share split, the Company will have approximately 1,188,805 Ordinary Shares issued and outstanding.
TEL AVIV, Israel, Oct. 31, 2023 (GLOBE NEWSWIRE)
-- Jeffs’ Brands Lt. (Nasdaq: JFBR) (“Company” or “Jeffs’ Brands”) a data-driven e-commerce company
operating on the Amazon Marketplace, announced today that it will conduct a reverse share split of its issued and outstanding ordinary
shares, no par value, at a ratio of 1-for-7. The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market on a
post-split basis at the market open on November 3, 2023, under the Company’s existing trading symbol “JFBR”. The
trading symbol “JFBRW” and CUSIP number for the Company’s public warrants will remain unchanged following the reverse
share split.
The reverse share split was approved by the
Company’s shareholders at the Company’s Annual Meeting of Shareholders held on September 5, 2023 to be effected
in the board of director’s discretion within approved parameters.
Following the implementation of the reverse
split, the Company’s authorized share capital will not be adjusted under the Company’s articles of association, as currently
in effect (the “Articles”), which as of the date hereof consists of 43,567,567 Ordinary Shares, no par value. The reverse
split will adjust the number of issued and outstanding Ordinary Shares of the Company from 8,321,632 Ordinary Shares to approximately
1,188,805 Ordinary Shares (subject to any further adjustments based on the treatment of fractional shares), out of which approximately
34.87% is held by Medigus Ltd., the Company’s controlling shareholder and approximately 17.65% is held by Vik Hacmon, the Company’s
CEO.
No fractional Ordinary Shares will be issued
as a result of the reverse split. In accordance with the Company’s Articles, all fractional shares shall be rounded up to the nearest
whole ordinary share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the exercise of all outstanding options or public and private warrants entitling the holders to purchase Ordinary Shares.
About Jeffs’ Brands Ltd:
Jeffs’ Brands is transforming the world
of e-commerce by creating and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential.
Through our stellar team’s insight into the FBA Amazon business model, we’re using 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 we are discussing the timing of the reverse share split.
Forward-looking statements are neither historical facts nor assurances of future performance. 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 and expanding to FBM; 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; and the other risks and uncertainties described in the Annual Report on Form 20-F for the year ended December
31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2023, 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
+972-(0)52-3044404
michal@efraty.com
Exhibit 99.2
Jeffs’
Brands Announces Expected Implementation of 1-for-7 Reverse Share Split
Following the reverse share split, the Company
will have approximately 1,188,805 Ordinary Shares issued and
outstanding, out of which approximately 52.5% are held by insiders
TEL AVIV, Israel, Nov. 02, 2023 (GLOBE NEWSWIRE) -- Jeffs’ Brands
Ltd. (Nasdaq: JFBR) (“Company” or “Jeffs’ Brands”) a data-driven e-commerce company operating on the Amazon
Marketplace, announced today that its previously announced reverse share split of its issued and outstanding ordinary shares, no par value
at a ratio of 1-for-7, is expected to be implemented after market close today. The Company’s Ordinary Shares will begin trading on the
Nasdaq Capital Market on a post-split basis at the market open on November 3, 2023, under the Company’s existing trading symbol “JFBR”.
The trading symbol “JFBRW” and CUSIP number for the Company’s public warrants will remain unchanged following the reverse
share split.
The reverse share split was approved by the Company’s shareholders
at the Company’s Annual Meeting of Shareholders held on September 5, 2023 to be effected in the board of director’s
discretion within approved parameters.
Following the implementation of the reverse split, the Company’s
authorized share capital will not be adjusted under the Company’s articles of association, as currently in effect (the “Articles”),
which as of the date hereof consists of 43,567,567 Ordinary Shares, no par value. The reverse split will adjust the number of issued and
outstanding Ordinary Shares of the Company from 8,321,632 Ordinary Shares to approximately 1,188,805 Ordinary Shares (subject to any further
adjustments based on the treatment of fractional shares), out of which approximately 34.87% is held by Medigus Ltd., the Company’s
controlling shareholder and approximately 17.65% is held by Vik Hacmon, the Company’s CEO.
No fractional Ordinary Shares will be issued as a result of the reverse
split. In accordance with the Company’s Articles, all fractional shares shall be rounded up to the nearest whole ordinary share.
In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise
of all outstanding options or public and private warrants entitling the holders to purchase Ordinary Shares.
About Jeffs’ Brands Ltd:
Jeffs’ Brands is transforming the world of e-commerce by creating
and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential. Through our stellar team’s
insight into the FBA Amazon business model, we’re using 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 we are discussing the implementation of the reverse
share split. Forward-looking statements are neither historical facts nor assurances of future performance. 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 and expanding to FBM; 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; and the other risks and uncertainties described in the Annual Report
on Form 20-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April
10, 2023, 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
+972-(0)52-3044404
michal@efraty.com
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