Jeffs’ Brands (NASDAQ: JFBR) trims Fort stake and expands homeland security deals
Rhea-AI Filing Summary
Jeffs’ Brands Ltd reported several strategic moves. The company closed a share transfer agreement, selling 714,286 common shares of Fort Technology Inc. for CAD 928,571. These shares equal about 8.1% of its Fort holdings and 6.3% of Fort’s outstanding shares, leaving Jeffs’ Brands with a 71.55% equity stake and continued control.
After a 1-for-14 reverse share split, the exercise terms of its Series A Warrants were reset under existing anti-dilution provisions. The exercise price is now $3.9663 per ordinary share, with 1,115,210 shares underlying the outstanding Series A Warrants, and no other warrant terms changed.
Through its subsidiary KeepZone AI, Jeffs’ Brands is deepening its pivot into homeland security. KeepZone signed an exclusive agreement to resell advanced counter‑drone systems in Mexico and a channel partner agreement with SensorzTech for AI‑driven RF spectrum intelligence solutions in Mexico, targeting government, defense and critical infrastructure clients.
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Insights
Jeffs’ Brands raises cash from Fort while doubling down on homeland security via new Mexico-focused defense tech agreements.
The sale of 714,286 Fort Technology shares for CAD 928,571 partially monetizes a financial asset yet leaves Jeffs’ Brands with a 71.55% stake, preserving control. Proceeds are framed as supporting a shift away from retail toward homeland security and advanced technologies, aligning with its recent strategic pivot.
Warrant adjustments after the 1‑for‑14 reverse split keep the Series A Warrants and note-related warrants economically neutral at an exercise price of $3.9663 and 1,115,210 underlying shares, avoiding unexpected dilution changes. These are mechanical anti‑dilution changes rather than new capital raising.
On the operating side, KeepZone’s exclusive counter‑drone reseller agreement in Mexico and the Sensorz RF spectrum intelligence channel partnership broaden its defense and security portfolio. Actual financial impact will depend on approvals, customer adoption and contract wins in Mexico’s government and critical infrastructure sectors, which are not quantified here.
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 February 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
Share Transfer Agreement – Fort Technology Inc.
On February 23, 2026, Jeffs’ Brands Ltd (the “Company”), closed the previously announced share transfer agreement entered into with institutional investors, dated December 18, 2025. At the closing, the Company sold and transferred to the investors, 714,286 common shares of Fort Technology Inc. (TSXV: FORT) (“Fort”), in consideration for a purchase price of CAD 928,571. The transferred shares represent approximately 8.1% of the Company’s holdings in Fort and approximately 6.3% of Fort’s outstanding shares. Following the completion of the sale, the Company holds approximately a 71.55% equity stake in Fort, maintaining its controlling interest.
On February 23, 2026, the Company issued a press release titled “Jeffs’ Brands Sells 6.3% of Fort Technology’s Outstanding Shares; Company to Retain Majority Stake Valued at Approximately $24 Million Valuation,” a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).
Adjustments to Exercise Price
Following the reverse share split of the Company’s issued and outstanding ordinary shares, no par value (the “Ordinary Shares”), at a ratio of 1-for-14, effected as of market open on February 17, 2026 and pursuant to Section 2(e) of the Series A Warrants to purchase Ordinary Shares dated January 29, 2024 (the “Series A Warrants”), on February 23, 2026, the exercise price and the number of Ordinary Shares issuable pursuant to the exercise of the Series A Warrants were adjusted, in accordance with the terms therein (the “Reverse Split Adjustment”). Following the Reverse Split Adjustment, the exercise price was adjusted to $3.9663 per Ordinary Share, the lowest weighted average price of the Ordinary Shares during the period commencing on February 17, 2026 and ending on February 23, 2026, and the number of Ordinary Shares underlying the outstanding Series A Warrants was adjusted to 1,115,210 (the arithmetic calculation resulting in the aggregate exercise price payable following the exercise of the outstanding Series A Warrants to be equal to the aggregate exercise price for such outstanding Series A Warrants on January 29, 2024, the issuance date of the Series A Warrants). No other changes, adjustments or modifications were made to the Series A Warrants.
In addition, pursuant to Section 2(a) of the amended and restated warrant to purchase Ordinary Shares, issued in connection with a convertible promissory note, dated January 16, 2025 (the “Note Warrant”), and Section 2(a) of the warrant to purchase Ordinary Shares issued in connection with a convertible promissory note, dated February 18, 2026 (the “Second Note Warrant”), effective as of February 23, 2026, the exercise price per each whole Ordinary Share issuable upon exercise of the Note Warrant and the Second Note Warrant was adjusted to $3.9663 (subject to any further adjustment as provided therein). No other changes, adjustments or modifications were made to the Note Warrant or the Second Note Warrant.
Press Releases
On February 25, 2026, the Company issued a press release titled “Jeffs’ Brands: KeepZone AI Enters Advanced Counter-Drone Solutions Market Amid Surging Global Demand for Airspace Security,” a copy of which is furnished as Exhibit 99.2 to this Form 6-K.
On February 26, 2026, the Company issued a press release titled “Jeffs’ Brands: KeepZone AI Enters into Channel Partner Agreement with SensorzTech to Deliver AI-Driven RF Spectrum Intelligence Solutions in Mexico,” a copy of which is furnished as Exhibit 99.3 to this Form 6-K.
This 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, File No. 333-287341 and File No. 333-293607) 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.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press Release issued by Jeffs’ Brands Ltd, dated February 23, 2026, titled “Jeffs’ Brands Sells 6.3% of Fort Technology’s Outstanding Shares; Company to Retain Majority Stake Valued at Approximately $24 Million Valuation.” | |
| 99.2 | Press Release issued by Jeffs’ Brands Ltd, dated February 25, 2026, titled “Jeffs’ Brands: KeepZone AI Enters Advanced Counter-Drone Solutions Market Amid Surging Global Demand for Airspace Security.” | |
| 99.3 | Press Release issued by Jeffs’ Brands Ltd, dated February 26, 2026, titled “Jeffs’ Brands: KeepZone AI Enters into Channel Partner Agreement with SensorzTech to Deliver AI-Driven RF Spectrum Intelligence Solutions in Mexico.” |
2
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: February 27, 2026 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
Jeffs’ Brands Sells 6.3% of Fort Technology’s Outstanding Shares ; Company to Retain Majority Stake Valued at Approximately $24 Million Valuation
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
Exhibit 99.2
Jeffs’ Brands: KeepZone AI Enters Advanced Counter-Drone Solutions Market Amid Surging Global Demand for Airspace Security
Tel Aviv, Israel, Feb. 25, 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 that its wholly-owned subsidiary, KeepZone AI Inc. (“KeepZone”), has recently entered into an exclusive reseller agreement (the “Agreement”) with a leading aerospace defense technology developer (the “Aerospace Company”).
Under the terms of the Agreement, KeepZone has been granted exclusive rights to resell the Aerospace Company’s advanced counter-unmanned aerial systems (“C-UAS”) solutions in Mexico. Through this strategic partnership, KeepZone intends to offer air-domain security and defense solutions to government, security and enterprise customers, including border protection agencies, law enforcement authorities and operators of critical infrastructure, subject to applicable laws and receipt of government approvals.
The Aerospace Company’s anti-drone platform is a multi-layered soft-hard kill C-UAS system that utilizes a net launcher against hostile drones, enabling safe urban environments and minimizing collateral damage. This platform offers a comprehensive solution for strategic military bases, critical infrastructure, and infantry soldiers.
The Agreement supports KeepZone’s strategy to build a comprehensive, multi-layered homeland security ecosystem by integrating counter-drone technologies with its existing AI-driven solutions. The Aerospace Company’s product portfolio complements KeepZone’s current offerings by addressing key risks associated with unmanned aerial systems (“UAS”) operations, including C-UAS platforms, that use net-launching technology to neutralize hostile drones in battlefield, urban and perimeter-security environments.
KeepZone will promote and distribute the C-UAS solution in Mexico exclusively to approved customers. These include certain Mexican government and state entities focused on defense, security, intelligence, and critical infrastructure protection, such as the Secretaría de la Defensa Nacional, Guardia Nacional, and Petróleos Mexicanos, subject to applicable laws and receipt of government approvals.
The Agreement builds on KeepZone’s expansion in the homeland security market. Recent milestones include the entry into distribution agreements with Scanary Ltd. (for exclusion distribution rights for its AI-based radar threat detection solutions in Canada, Germany and the United Arab Emirates, and non-exclusive distribution rights in Spain and Italy), Zorronet Ltd. (for exclusion distribution rights for its autonomous AI-driven Security Operations Centers in Mexico and Israel), and STI Ltd. (for exclusion distribution rights for its under-vehicle inspection systems and explosives detection devices in Canada and Mexico), and a representation agreement with RT LTA Systems Ltd. (for its SkyStar™ aerostats in certain territories). The addition of air-safety and counter-drone technologies positions KeepZone as a potential integrator for end-to-end solutions spanning ground, air, and autonomous platforms.
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 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 anticipated benefits of the Agreement, its belief that the Agreement will expand and enhance KeepZone’s security solutions portfolio, KeepZone’s position as an integrator of end-to-end solutions spanning ground, air, and autonomous platforms, and the Company’s strategic expansion into the homeland security sector. 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
Exhibit 99.3
Jeffs’ Brands: KeepZone AI Enters into Channel Partner Agreement with SensorzTech to Deliver AI-Driven RF Spectrum Intelligence Solutions in Mexico
Tel Aviv, Israel, Feb. 26, 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 that its wholly-owned subsidiary, KeepZone AI Inc. (“KeepZone”), has entered into a Channel Partner Agreement (the “Agreement”) with SENSORZTECH Ltd.,(“Sensorz”) an Israeli-based innovator in AI-native radio Frequency (“RF”) spectrum intelligence technology.
Under the terms of the Agreement, KeepZone was granted non-exclusive rights to promote, market and resell Sensorz’s SWORD AI Spectrum Intelligence Platform and related systems to approved customers in Mexico, subject to the terms and conditions of the Agreement, including customer approval and acceptance of purchase orders.
The SWORD platform delivers real-time, wideband RF spectrum monitoring, automated signal detection and classification, and precision geolocation across dense and contested electromagnetic environments. Built for government, defense, and homeland security operations, the system is designed to enable rapid identification of unauthorized or potentially malicious wireless activity - including tactical communications, SATCOM devices, autonomous systems, jamming sources, private cellular infrastructure, and other emerging RF-based threats.
The Agreement is intended to support Mexican government agencies, military units, national guard forces, and critical infrastructure operators seeking to modernize spectrum awareness capabilities and strengthen operational readiness in an increasingly dynamic wireless landscape, subject to customer approvals, procurement processes, and execution of purchase orders.
“This Agreement marks a significant step in KeepZone’s expansion into advanced RF monitoring solutions, aligning with our mission to deliver cutting-edge AI-driven security technologies to high-stakes markets,” said Alon Dayan, CEO of KeepZone. “As wireless-enabled risks continue to evolve, governments are seeking intelligent, automated tools that provide real-time spectrum visibility and actionable insights. Collaborating with Sensorz positions us to offer advanced AI-driven RF intelligence capabilities to Mexico, enhancing protection of national assets and critical infrastructure. We look forward to driving adoption and creating value for our stakeholders through this collaboration.”
Meir Friedland, CEO of Sensorz, added: “Mexico is facing escalating security challenges, including the ongoing fight against organized crime and drug trafficking networks, alongside preparations for major international events such as the FIFA World Cup. These factors significantly heighten the sensitivity of the electromagnetic domain. Sensorz’s AI-native architecture is designed to adapt to newly introduced and evolving signal types, while substantially reducing the level of specialized expertise traditionally required to operate advanced spectrum intelligence systems. Through our collaboration with KeepZone, we are committed to helping customers maintain airwave integrity, rapidly identify anomalous activity, and respond decisively to RF-based risks.”
As wireless proliferation accelerates and spectrum congestion intensifies, the electromagnetic domain has become a critical pillar of national security. The KeepZone–Sensorz collaboration is intended to facilitate potential deployment of advanced RF intelligence capabilities across Mexico, strengthening resilience, operational control, and public safety.
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 anticipated benefits of the Agreement, the potential distribution of Sensorz’s products in Mexico, the expected demand for RF spectrum intelligence solutions, potential customer engagements, and the Company’s strategy to expand into the global homeland security market. 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 its Fort Technology transaction?
How much of Fort Technology does Jeffs’ Brands (JFBR) own after the sale?
What warrant changes did Jeffs’ Brands (JFBR) disclose in this 6-K?
How does this filing reflect Jeffs’ Brands’ (JFBR) shift toward homeland security?
What new counter-drone agreement did KeepZone AI, a Jeffs’ Brands unit, sign?
What is the SensorzTech partnership announced by Jeffs’ Brands (JFBR)?
Filing Exhibits & Attachments
3 documentsPress Releases
- EX-99.1 PRESS RELEASE ISSUED BY JEFFS' BRANDS LTD, DATED FEBRUARY 23, 2026, TITLED "JEFF 8.8 KB
- EX-99.2 PRESS RELEASE ISSUED BY JEFFS' BRANDS LTD, DATED FEBRUARY 25, 2026, TITLED "JEFF 11.1 KB
- EX-99.3 PRESS RELEASE ISSUED BY JEFFS' BRANDS LTD, DATED FEBRUARY 26, 2026, TITLED "JEFF 11.9 KB
