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Jeffs’ Brands Sells 6.3% of Fort Technology’s Outstanding Shares ; Company to Retain Majority Stake Valued at Approximately $24 Million Valuation

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Jeffs' Brands (Nasdaq: JFBR) closed a share transfer dated Dec 18, 2025, selling 714,286 common shares of Fort Technology (TSXV: FORT) for CAD $928,571 (~CAD $1.30/share). The sale equals ~8.1% of Jeffs' Fort holdings and ~6.3% of Fort's outstanding shares.

After the transaction the company holds a 71.55% equity stake in Fort. The company says the partial divestment provides additional liquidity while it shifts from retail toward homeland security and AI-driven technologies.

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Positive

  • Liquidity raised of CAD $928,571 from the share transfer
  • Retains a 71.55% equity stake in Fort, preserving majority control
  • Aligns capital with strategic shift to homeland security and AI

Negative

  • Reduced Fort holdings by 8.1% of Jeffs' prior position
  • Sold shares equal to 6.3% of Fort outstanding, trimming upside exposure

News Market Reaction – JFBR

-14.77%
8 alerts
-14.77% News Effect
-19.7% Trough in 6 hr 41 min
-$488K Valuation Impact
$3M Market Cap
0.4x Rel. Volume

On the day this news was published, JFBR declined 14.77%, reflecting a significant negative market reaction. Argus tracked a trough of -19.7% from its starting point during tracking. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $488K from the company's valuation, bringing the market cap to $3M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Fort shares sold: 714,286 shares Sale proceeds: CAD $928,571 Price per Fort share: CAD $1.3 per share +5 more
8 metrics
Fort shares sold 714,286 shares Common shares of Fort Technology sold under the share transfer agreement
Sale proceeds CAD $928,571 Total consideration for Fort Technology shares sold
Price per Fort share CAD $1.3 per share Implied sale price in the Fort Technology share transfer
Portion of JFBR Fort stake sold 8.1% Percentage of Jeffs’ Brands’ holdings in Fort represented by the sale
Portion of Fort outstanding 6.3% Percentage of Fort Technology’s outstanding shares sold
Remaining Fort stake 71.55% Equity stake in Fort Technology retained by Jeffs’ Brands after the sale
Registered resale shares 1,372,017 Ordinary Shares Shares registered for resale on Form F-3 by a selling shareholder
Shares outstanding 653,078 Ordinary Shares Outstanding as of February 18, 2026 per F-3 filing

Market Reality Check

Price: $3.75 Vol: Volume 23,859 vs 20-day a...
low vol
$3.75 Last Close
Volume Volume 23,859 vs 20-day average 76,953 (relative volume 0.31x) indicates subdued trading ahead of this news. low
Technical Shares at $4.40, trading below the 200-day MA of $61.47, reflecting a longer-term downtrend into this divestment.

Peers on Argus

Sector peers show mixed moves: IPW (-14.15%), WBUY (-5.29%) and MOGU (-11.69%) w...
1 Up 3 Down

Sector peers show mixed moves: IPW (-14.15%), WBUY (-5.29%) and MOGU (-11.69%) were down, while YJ gained (+3.42%). With JFBR down 1.57% ahead of this asset sale, the pattern hints at broader volatility in internet retail rather than a clearly unified sector direction.

Historical Context

5 past events · Latest: Feb 19 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Feb 19 Cybersecurity distribution deal Positive -13.2% KeepZone AI to distribute Assac cybersecurity software in Hungary and Greece.
Feb 18 AI threat detection deal Positive +13.0% Non-exclusive reseller agreement for AI threat detection in Mexico’s security sector.
Feb 12 AI screening expansion Positive -18.2% Expanded Scanary AI/3D security screening distribution into an additional Asian territory.
Feb 09 Underwater security deal Positive -4.4% Exclusive reseller agreement for anti-submarine and underwater security systems in Mexico.
Feb 06 Underwater systems reseller Positive -5.3% Exclusive reseller agreement to introduce DSIT underwater domain awareness systems in Mexico.
Pattern Detected

Recent AI/homeland-security partnership announcements were generally positive in tone but often saw negative next-day price reactions, with only one of five events aligning positively with the news tone.

Recent Company History

This announcement fits into Jeffs’ Brands’ ongoing shift from e-commerce toward homeland security and advanced AI technologies. In February 2026, multiple KeepZone AI agreements expanded cybersecurity and threat-detection offerings across Mexico, Asia, and Europe. Despite seemingly positive strategic moves on Feb 6, 9, 12, and 19, the stock often traded down the next day, with only the Feb 18 AI threat-detection reseller deal showing a positive reaction. Today’s partial divestment of Fort Technology aligns with that broader reallocation of capital and focus.

Regulatory & Risk Context

Active S-3 Shelf
Shelf Active
Active S-3 Shelf Registration 2026-02-19

A Form F-3 dated February 19, 2026 registers up to 1,372,017 Ordinary Shares for resale by a selling shareholder, including 1,193,058 Note Shares and 178,959 Warrant Shares. The prospectus specifies that no new shares are being registered for sale by the company itself, and the company would only receive proceeds if the warrant is exercised for cash.

Market Pulse Summary

The stock dropped -14.8% in the session following this news. A negative reaction despite a liquidity...
Analysis

The stock dropped -14.8% in the session following this news. A negative reaction despite a liquidity-enhancing sale would fit the pattern where recent strategic AI and security announcements often saw weak follow-through, including sizeable post-news declines after multiple February 2026 agreements. The Fort Technology transaction monetizes 714,286 shares but still leaves a 71.55% stake, so pressure could have reflected concerns over past financing structures and the existing F-3 resale registration for 1,372,017 shares rather than this divestment alone.

AI-generated analysis. Not financial advice.

As part of its strategic shift, Company is divesting retail assets to focus on homeland security and advanced technologies

Tel Aviv, Israel, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Jeffs' Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace expanding into the global homeland security sector through advanced artificial intelligence (“AI”) – driven solutions, today announced the closing of a share transfer agreement dated December 18, 2025 with institutional investors,  to sell and transfer 714,286 common shares of Fort Technology Inc. (TSXV: FORT) (“Fort”), for a total consideration of CAD $928,571 (approximately CAD $1.3 per share). The shares represent approximately 8.1% of Jeffs’ Brands holdings in Fort and approximately 6.3% of Fort’s outstanding shares.

Following the closing, the Company currently holds a 71.55% equity stake in Fort.

This transaction represents a partial divestment of the Company’s holdings in its majority-owned subsidiary and is expected to provide additional liquidity as the Company continues to execute its strategy to focus on homeland security and advanced technologies.

About Jeffs’ Brands

Jeffs’ Brands is a data-driven company that has recently pivoted into the global homeland security sector through its wholly-owned subsidiary, KeepZone AI Inc., following the entry into the definitive distribution agreement with Scanary Ltd., in December 2025. Jeffs’ Brands aims to deliver comprehensive, multi-layered security ecosystems for critical infrastructure worldwide, capitalizing on the homeland security market’s significant growth potential while leveraging its expertise in data-driven operations.

For more information on Jeffs’ Brands 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 the Company’s 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, the Company is using forward-looking statements when discussing the expected benefits of the partial divestment, the anticipated provision of additional liquidity, and the Company’s strategy and future focus on homeland security and advanced technologies.. 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 the Company’s control. The Company’s 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 the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow the Company’s brands and product offerings; the Company’s ability to meet its 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 the Company operates; 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; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”), on March 31, 2025, and the Company’s other filings with the SEC. The Company undertakes 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


FAQ

What did Jeffs' Brands (JFBR) sell in the February 23, 2026 announcement?

Jeffs' Brands sold 714,286 common shares of Fort Technology for CAD $928,571, approximately CAD $1.30 per share. According to the company, the transfer closed under an agreement dated December 18, 2025, and generated immediate liquidity for the firm.

How much of Fort Technology does Jeffs' Brands still own after the sale (JFBR)?

After the transaction Jeffs' Brands holds a 71.55% equity stake in Fort Technology. According to the company, the sale reduced its Fort position but preserved majority ownership and continued control.

How large was the stake sold relative to Fort Technology's outstanding shares (JFBR)?

The shares sold represented approximately 6.3% of Fort Technology's outstanding shares. According to the company, the transfer also equaled about 8.1% of Jeffs' prior holdings in Fort.

Why did Jeffs' Brands (JFBR) sell part of its Fort holdings?

Jeffs' Brands says the partial divestment provides additional liquidity as it pivots from retail to homeland security and AI-driven solutions. According to the company, proceeds support execution of its strategic shift.

What price did Jeffs' Brands (JFBR) receive per Fort share in the sale?

The company received approximately CAD $1.30 per Fort share, totaling CAD $928,571 for 714,286 shares. According to the company, that figure reflects the agreed consideration under the December 18, 2025 transfer.

Does the Fort share sale affect Jeffs' Brands' control of Fort Technology (JFBR)?

The sale reduced Jeffs' Brands' Fort holdings but did not remove majority control; Jeffs' retains a 71.55% stake. According to the company, it remains the majority owner following the transfer.
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