Jeffs’ Brands (JFBR) sells 4,007,125 shares in direct offering
Rhea-AI Filing Summary
Jeffs’ Brands Ltd agreed to sell 4,007,125 ordinary shares in a registered direct offering at
The offering is made under an effective Form F-3 shelf registration statement, with the shares to be issued pursuant to a prospectus supplement. A 9.99% beneficial ownership limit applies to each purchaser, with pre-funded warrants available in lieu of shares if needed, though none are currently expected. The transaction received audit committee and board approval because the CEO serves on the board of one purchaser.
Positive
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Negative
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Insights
Jeffs’ Brands raises $2.4M via registered direct share sale.
Jeffs’ Brands Ltd is using its effective Form F-3 shelf to sell 4,007,125 ordinary shares at
The structure as a registered direct offering allows rapid funding while remaining within an already effective registration statement. A 9.99
Because the CEO is a board member of one purchaser, the deal was approved by the audit committee and full board under Israeli Companies Law, adding a governance layer around the related-party element. Future company filings can show how the added cash supports operations and whether similar financings recur.
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
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
Registered Direct Offering
On January 21, 2026, Jeffs’ Brands Ltd, or the Company, entered into a securities purchase agreement, or the Securities Purchase Agreement, with certain institutional investors, or the Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering, or the Offering, an aggregate of 4,007,125 ordinary shares, no par value, or the Ordinary Shares, at a price of $0.60 per Ordinary Share. The Offering is expected to close on or about January 22, 2026, subject to the satisfaction or waiver of customary closing conditions. The Company expects to receive aggregate gross proceeds of approximately $2,404,275 from the Offering, before deducting offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Offering was conducted pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-283904), declared effective by the Securities and Exchange Commission, or the SEC, on January 3, 2025, and the Ordinary Shares to be issued by the Company in the Offering will be issued pursuant to a prospectus supplement to such registration statement the base prospectus contained therein, which will be filed with the SEC on or prior to January 22, 2026.
Eliyahu Zamir, the Company’s Chief Executive Officer, is a member of the board of directors of one of the Purchasers. As such, the Offering was approved by the Company’s audit committee and the board of directors in accordance with the Israeli Companies Law-1999.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. The Securities Purchase Agreement contains a beneficial ownership limitation of 9.99% of the Company’s outstanding Ordinary Shares applicable to each Purchaser, pursuant to which a Purchaser would, to the extent applicable, be issued pre-funded warrants to purchase Ordinary Shares in lieu of Ordinary Shares. The Company does not currently expect that any Purchaser will exceed such beneficial ownership limitation and, accordingly, does not expect to issue any pre-funded warrants in the Offering.
The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of such agreement filed as Exhibit 10.1 hereto and incorporated by referenced herein. A copy of the opinion of Meitar | Law Offices relating to the legality of the issuance and sale of the Ordinary Shares is filed as Exhibit 5.1 hereto. The consent of Meitar | Law Offices, included in Exhibit 5.1, is furnished as Exhibit 23.1 hereto.
Press Release
On January 21, 2026, Jeffs’ Brands Ltd issued a press release titled “Jeffs’ Brands: KeepZone AI Enters into Non-Exclusive Reseller Agreement with Beesense Sensors Systems, Expanding Defense and Security Solutions Across Canada and Mexico”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
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This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This Report of Foreign Private Issuer on Form 6-K, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-277188, File No. 333-262835, File No. 333-283848, File No. 333-283904, File No. 333-285030, and File No. 333-287341) and Registration Statements on Form S-8 (File No. 333-269119, File No. 333-280459 and File No. 333-291322), 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.
Cautionary Note Regarding Forward-Looking Statements
This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when discussing the anticipated closing date of the Offering and use of the net proceeds from the Offering. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed on March 31, 2025. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
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EXHIBIT INDEX
| Exhibit No. | ||
| 5.1 | Opinion of Meitar | Law Offices | |
| 10.1 | Form of Securities Purchase Agreement | |
| 23.1 | Consent of Meitar | Law Offices (included in Exhibit 5.1) | |
| 99.1 | Press Release issued by Jeffs’ Brands Ltd dated January 21, 2026, titled “Jeffs’ Brands: KeepZone AI Enters into Non-Exclusive Reseller Agreement with Beesense Sensors Systems, Expanding Defense and Security Solutions Across Canada and Mexico”. |
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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.
| Jeffs’ Brands Ltd | ||
| Date: January 21, 2026 | By: | /s/ Ronen Zalayet |
| Name: | Ronen Zalayet | |
| Title: | Chief Financial Officer | |
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Exhibit 5.1
January 21, 2026
Jeffs’ Brands Ltd
7 Mezada St.
Bnei Brak, Israel 5126112
RE: Jeffs’ Brands Ltd
Ladies and Gentlemen:
We have acted as Israeli counsel to Jeffs’ Brands Ltd, a company organized under the laws of the State of Israel (the “Company”), in connection with the offer, issuance and sale by the Company in a registered direct offering (the “Offering”) of 4,007,125 ordinary shares, no par value per share (the “Ordinary Shares”), pursuant to a securities purchase agreement dated January 21, 2026 between the Company and the purchasers named therein (the “Securities Purchase Agreement”). Capitalized terms used herein, unless otherwise defined herein, shall have the respective meanings assigned to such terms in the Securities Purchase Agreement.
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, in connection with the filing of the Registration Statement.
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the shelf registration statement on Form F-3 (File No. 333-283904) filed by the Company on December 18, 2024 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Registration Statement”); (ii) the base prospectus dated December 18, 2024 forming a part of the Registration Statement (the “Base Prospectus”); (iii) the draft prospectus supplement to be filed in respect of the Offering(together with the Base Prospectus, the “Prospectus”); (iv) the Securities Purchase Agreement; (v) the articles of association of the Company, as currently in effect (the “Articles”); (vi) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and relate to the Registration Statement, the Prospectus and other actions to be taken in connection with the Offering; and (vii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified copies or confirmed as photostatic copies, and the authenticity of the originals of such latter documents. We have also assumed the truth of all facts communicated to us by the Company and that all minutes of meetings of the Board and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Ordinary Shares issued in the Offering are validly issued, fully paid and non-assessable.
Members of our firm are admitted to the Bar in the State of Israel. This letter is specifically limited to the laws of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference in the Registration Statement) and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of the Commission’s Regulation S-K under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
| Very truly yours, | |
| /s/ Meitar | Law Offices | |
| Meitar | Law Offices |
FAQ
What is Jeffs’ Brands (JFBR) raising in this registered direct offering?
Jeffs’ Brands Ltd is selling 4,007,125 ordinary shares in a registered direct offering at
How much cash will Jeffs’ Brands (JFBR) receive from the new share sale?
The company expects to receive aggregate gross proceeds of approximately
How will Jeffs’ Brands (JFBR) use the proceeds from this offering?
Jeffs’ Brands intends to use the net proceeds from the sale of ordinary shares for working capital and general corporate purposes.
What is the beneficial ownership limitation in the Jeffs’ Brands (JFBR) deal?
Each purchaser is subject to a 9.99
Why did Jeffs’ Brands’ (JFBR) audit committee need to approve the offering?
The audit committee and board approved the offering because Chief Executive Officer Eliyahu Zamir serves on the board of one of the purchasers, requiring approval under the Israeli Companies Law-1999.
Under which registration statement is Jeffs’ Brands (JFBR) conducting this offering?
The offering is being conducted under Form F-3 shelf registration statement No. 333-283904, declared effective by the SEC, with the shares issued pursuant to a prospectus supplement to that registration.
What other news did Jeffs’ Brands (JFBR) reference in this Form 6-K?
The company noted a press release titled “Jeffs’ Brands: KeepZone AI Enters into Non-Exclusive Reseller Agreement with Beesense Sensors Systems, Expanding Defense and Security Solutions Across Canada and Mexico”, furnished as Exhibit 99.1.
