Jeffs’ Brands to Sell Approximately 7% of Fort Technology’s Outstanding Shares Reflecting up to CAD $20 million Valuation for Fort Technology

Rhea-AI Summary

Jeffs' Brands (Nasdaq: JFBR, JFBRW) announced on Dec 18, 2025 a share transfer agreement to sell 1,428,571 common shares of Fort Technology (TSXV: FORT) for CAD $928,571 (≈CAD $0.65/share). The shares equal roughly 10% of Jeffs' holdings in Fort and about 7.4% of Fort's outstanding shares. The transaction implies a Fort equity value of CAD $12.5 million and up to CAD $20 million on a fully diluted basis. Jeffs' Brands currently holds a 73.93% equity stake in Fort following a July 2025 acquisition and will continue to hold a majority interest after this partial divestment. Closing is expected within seven days of the agreement, subject to customary conditions.

Positive

• Proceeds of CAD $928,571 from the share sale
• Maintains majority control of Fort after sale
• Implied Fort valuation of CAD $12.5M (up to CAD $20M fully diluted)

Negative

• Sale represents roughly 10% reduction of Jeffs' Fort holdings
• Shares sold equal ≈7.4% of Fort outstanding

Key Figures

Fort shares sold 1,428,571 shares Common shares of Fort Technology to be transferred

Sale proceeds CAD $928,571 Total consideration for Fort shares

Per-share price CAD $0.65 per share Implied price for Fort Technology shares

Stake sold of Fort 7.4% of outstanding shares Portion of Fort Technology’s outstanding shares being sold

Portion of JFBR holding 10% of Jeffs’ holdings Fraction of Jeffs’ Brands’ Fort stake divested

Fort valuation CAD $12.5 million Implied valuation based on sale, non-diluted

Fully diluted valuation up to CAD $20 million Implied fully diluted valuation for Fort Technology

Current Fort stake 73.93% equity stake Jeffs’ Brands ownership in Fort before transaction

Market Reality Check

$0.0153 Last Close

Volume Volume 87,123 is only 0.03x the 20-day average, indicating light trading pre-announcement. low

Technical Shares trade below the 200-day MA of $7.81 with a pre-news price of $1.03, near the 52-week low of $0.99.

Peers on Argus

Peers in Internet Retail showed mixed moves (e.g., IPW +5.47%, WNW -7.01%), with no clear sector-wide trend aligning with JFBR’s positive 1.98% move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 24	Strategic partnership	Positive	+2.0%	Details on Scanary partnership and $1.0M investment for AI threat detection.
Dec 23	Corporate rebranding	Positive	-1.9%	Rebrand toward homeland security tech and Nexera Technologies name change.
Dec 17	AI pilot results	Positive	-7.3%	Successful live pilot of checkpoint-free weapon screening at major arena.
Dec 16	Distribution expansion	Positive	+10.8%	Expanded Scanary distribution rights and $200,000 installment under $1.0M deal.
Dec 15	New AI agreement	Positive	-5.1%	Exclusive Zorronet distribution deal adding unmanned robotic control-room tech.

Pattern Detected

Recent homeland-security announcements have mostly been positive in tone but produced mixed price reactions, with several instances of share price declines on seemingly positive operational news.

Recent Company History

This announcement fits a broader shift from e-commerce to homeland security and advanced technologies. Over recent weeks, Jeffs’ Brands highlighted expanded Scanary distribution rights, a live pilot screening over 2,600 visitors, and new agreements via KeepZone AI, alongside a corporate rebranding toward a tech focus. Some of these positive developments (e.g., Scanary expansion on Dec 16 with a 10.81% gain) were rewarded, while others (AI pilot and Zorronet deal) saw declines. Today’s partial Fort Technology divestment adds a liquidity and portfolio-focus dimension to that strategic pivot.

Market Pulse Summary

This announcement adds financial texture to Jeffs’ Brands’ strategic pivot. By selling 1,428,571 Fort Technology shares for CAD $928,571, the company realizes liquidity while still holding a majority stake, at an implied valuation of up to CAD $20 million fully diluted. In the context of recent rebranding and homeland-security initiatives, investors may track how divestments of legacy retail assets support funding for advanced-technology growth and how Fort’s remaining stake contributes to long-term value.

Key Terms

fully diluted financial

"The sale represents a valuation of CAD $12.5 million, and up to CAD $20 million on a fully diluted basis for Fort."

Fully diluted is the total number of a company's shares that would exist if every potential share from stock options, warrants, convertible debt and other claims were converted into common stock — like counting every reserved pizza slice as if everyone who could request one already had it. Investors use the fully diluted share count to see the realistic ownership picture and how those future claims could lower each shareholder’s percentage, earnings per share and implied valuation.

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, Dec. 26, 2025 (GLOBE NEWSWIRE) -- Jeffs' Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company strategically pivoting into homeland security, today announced that on December 18, 2025, it entered into a share transfer agreement with an institutional investors,  to sell and transfer 1,428,571 common shares of Fort Technology Inc. (TSXV: FORT) (“Fort”), for a total consideration of CAD $928,571 (approximately CAD $0.65 per share). The shares represent approximately 10% of Jeffs’ Brands holdings in Fort and approximately 7.4% of Fort’s outstanding shares. The sale represents a valuation of CAD $12.5 million, and up to CAD $20 million on a fully diluted basis for Fort.

Jeffs’ Brands currently holds a 73.93% equity stake in Fort, following a July 2025 acquisition transaction of Fort. Following the sale, Company will continue to hold a majority interest in Fort.

The closing of the sale is expected to occur within seven days following the execution of the agreement, subject to customary closing conditions.

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 advance technologies.

About Jeffs’ Brands

Jeffs’ Brands is a data-driven company with e-commerce activities operating on the Amazon Marketplace and that has recently expanded into the global homeland security sector through its wholly-owned subsidiary, KeepZone AI Inc. Following a definitive distribution agreement with Scanary Ltd., entered into 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 anticipated closing date and completion of the sale, the expected benefits of the partial divestment of the Company’s retail assets, 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) announce on December 18, 2025 regarding Fort Technology (FORT)?

Jeffs' Brands agreed to sell 1,428,571 Fort shares for CAD $928,571 (≈CAD $0.65/share), representing ~7.4% of Fort outstanding.

How much cash will Jeffs' Brands (JFBR) receive from the Fort share sale?

The transaction consideration is CAD $928,571 in total.

What valuation does the Fort share sale imply for Fort Technology (TSXV: FORT)?

The sale implies a Fort equity valuation of CAD $12.5 million and up to CAD $20 million on a fully diluted basis.

Will Jeffs' Brands (JFBR) still control Fort after the sale?

Yes; the company said it will continue to hold a majority interest in Fort following the partial divestment.

How large a stake did Jeffs' Brands hold in Fort after the July 2025 acquisition?

Jeffs' Brands held a 73.93% equity stake in Fort following the July 2025 acquisition.

When is the Fort share sale expected to close and are there conditions?

Closing is expected within seven days following the agreement and is subject to customary closing conditions.