Jeffs Brands SEC Filings

Jeffs’ Brands Ltd entered into a new convertible debt financing by issuing a $500,000 promissory note to an institutional investor for $450,000 in cash, reflecting a 10% original issue discount. The note was issued under an existing securities purchase agreement that permits up to $100,000,000 of such notes, with $94,500,000 still available.

The note matures 28 months from issuance, carries a 4% annual interest rate that increases to 14% upon an event of default, and is scheduled to be repaid in ten equal monthly installments starting 18 months after issuance, unless repaid earlier by the company or extended by the holder. The outstanding balance is convertible into ordinary shares at the lower of $6.80 and 88% of the lowest daily volume-weighted average price over the prior 20 trading days, subject to a floor price of $0.364 per share and a 4.99% beneficial ownership cap.

The note and the ordinary shares issuable upon conversion were arranged as a private placement exempt from U.S. registration, and the company agreed to file a registration statement to register the resale of the conversion shares. The report also notes a separate press release about KeepZone AI signing an exclusive distribution agreement that expands the company’s homeland security portfolio.

Jeffs’ Brands Ltd has adjusted the exercise price of certain outstanding warrants. Effective November 24, 2025, the exercise price per whole ordinary share under both the Series A Warrants dated January 29, 2024 and the Note Warrant issued in connection with a convertible promissory note dated January 16, 2025 was reset to $1.21704 per share, subject to any further adjustments allowed under those warrants. No other terms of the Series A Warrants or the Note Warrant were changed. This report is also being incorporated by reference into several of the company’s existing Form F-3 and Form S-8 registration statements.

Jeffs’ Brands Ltd filed a Form 6-K noting that it has issued a press release announcing that Jeffs’ Brands Holdings entered into a non-binding memorandum of understanding for an exclusive multi-continent distribution agreement involving an electromagnetic imaging, AI homeland security technology. The report also states that this Form 6-K is incorporated by reference into several existing registration statements on Form F-3 and Form S-8, so the information in this update will be treated as part of those offerings going forward unless later filings replace it.

Jeffs’ Brands Ltd updated the exercise price of its outstanding Series A Warrants and its amended and restated warrant issued with a convertible promissory note to $1.909864, effective November 12, 2025. The company stated that no other changes, adjustments, or modifications were made to these warrants.

This update is incorporated by reference into Jeffs’ Brands’ effective registration statements on Forms F-3 and S-8, making the disclosure part of those filings from the submission date.

Jeffs’ Brands Ltd entered into a Termination Agreement on November 6, 2025 with Plantify Foods, Inc. and Smart Repair Pro to end the previously reported share purchase agreement dated April 30, 2025, as amended July 31, 2025. The parties agreed to release each other from any further liabilities or obligations under the prior agreement, with confidentiality obligations expressly continuing.

The company states it is continuing to review additional potential strategic transactions. This update was furnished on Form 6-K and incorporated by reference into Jeffs’ Brands’ effective registration statements.

Jeffs’ Brands Ltd filed a Form S-8 to register 242,873 additional ordinary shares for issuance under its 2024 Share Incentive Plan.

The company previously registered 1,575,000 plan shares on June 25, 2024, which, after a 1-for-13 reverse split on November 20, 2024 and a 1-for-17 reverse split on June 16, 2025, adjusted the plan pool to 7,127 shares. This filing adds to that pool for future equity awards.

Jeffs’ Brands Ltd (JFBR) reported an adjustment to the exercise price of its outstanding warrants. Effective October 31, 2025, the exercise price per whole ordinary share for both the Series A Warrants (dated January 29, 2024) and the amended and restated Note Warrant (issued in connection with a convertible promissory note dated January 16, 2025) was set to $2.2616, subject to further adjustment as provided in those instruments.

The company stated that no other changes were made to these warrants. This 6-K is incorporated by reference into Jeffs’ Brands’ Form F-3 and Form S-8 registration statements.

Jeffs’ Brands Ltd updated the terms of certain warrants. Effective October 24, 2025, the exercise price per whole Ordinary Share for its outstanding Series A Warrants (dated January 29, 2024) and the amended and restated warrant issued with a convertible promissory note (dated January 16, 2025) was adjusted to $3.0228. The company stated that no other changes, adjustments, or modifications were made to these warrants.

The report is incorporated by reference into Jeffs’ Brands’ Registration Statements on Form F-3 (File Nos. 333-277188, 333-262835, 333-283848, 333-283904, 333-285030, 333-287341) and on Form S-8 (File Nos. 333-269119, 333-280459).

Jeffs’ Brands Ltd announced that shareholders approved all proposals presented at its Adjourned Annual General Meeting held on October 16, 2025. The proposals were approved by the requisite majority under Israeli Companies Law and the company’s articles, as described in the proxy statement attached as Exhibit 99.1 to a prior submission furnished on September 10, 2025.

This Form 6-K is incorporated by reference into the company’s Registration Statements on Form F-3 and Form S-8 listed in the filing.