Jeffs Brands SEC Filings

Invest Pro Shukai Hon Ltd. reported beneficial ownership of 895,165 ordinary shares of Jeffs' Brands Ltd., representing 9.99% of the company’s ordinary shares outstanding, based on 8,960,612 shares reported in a prospectus supplement dated January 22, 2026.

The reporting person, an Israeli entity, has sole voting and sole dispositive power over all of these shares and no shared power. It also certifies that the holdings were not acquired to change or influence control of Jeffs' Brands and are not part of any group arrangement.

Jeffs’ Brands Ltd reports that its wholly owned subsidiary, KeepZone AI Inc., has entered into an exclusive reseller agreement with DSIT Solutions Ltd., a global provider of underwater domain awareness and acoustic intelligence systems.

Under this agreement, KeepZone will lead DSIT’s entry into the Mexican market, targeting government agencies and energy operators with underwater security solutions aimed at countering underwater drug smuggling and protecting offshore assets. The company highlights this as part of its recent pivot from a data‑driven Amazon Marketplace e‑commerce model into the global homeland security sector through AI‑driven, multi‑layered security offerings for critical infrastructure.

Jeffs’ Brands Ltd reported two governance and strategic updates. The board appointed Class I director Tali Dinar to the audit, compensation, and nominating and governance committees, replacing Moshe Revach on those committees while he remains a director. She qualifies as an independent director and has been designated an audit committee financial expert under SEC and Nasdaq rules, strengthening board oversight of financial reporting and pay.

The company also highlighted a new commercial agreement for its wholly owned subsidiary KeepZone AI Inc., which secured exclusive rights in Mexico to market, sell and support hydrogen-powered drone systems from an advanced drone manufacturer. KeepZone will act as prime contractor and exclusive reseller targeting Mexican armed forces and national government agencies, furthering Jeffs’ Brands’ pivot into the global homeland security sector.

Jeffs’ Brands Ltd reports that its wholly owned subsidiary KeepZone AI Inc. has appointed AeroIntegral S.A. DE C.V. as an exclusive authorized reseller for certain counter‑unmanned aerial systems in Mexico, and has postponed its previously scheduled special general meeting of shareholders to a later date.

Under the appointment, AeroIntegral may market and integrate advanced drone‑defense solutions for government, defense, critical infrastructure, and enterprise customers across Mexico under KeepZone’s supervision. The move supports KeepZone’s strategy to expand its AI‑driven homeland security presence in Latin America while Jeffs’ Brands continues its pivot beyond its original Amazon‑focused e‑commerce model.

Capitalink Ltd. has disclosed a significant passive stake in Jeffs' Brands Ltd through a Schedule 13G filing. Capitalink beneficially owns 895,165 ordinary shares, representing 9.99% of Jeffs' Brands’ outstanding ordinary shares, based on 8,960,612 ordinary shares reported as issued and outstanding in a recent prospectus supplement.

The filing states that Capitalink has sole voting and sole dispositive power over all 895,165 shares and no shared voting or dispositive power. Capitalink also certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Jeffs' Brands.

Jeffs’ Brands Ltd reported that Nasdaq has notified the company it is not in compliance with the minimum $1,000,000 market value of publicly held shares requirement, based on the prior 30 business days. The company has until July 21, 2026 to regain compliance, during which its ordinary shares and warrants will continue trading on Nasdaq under the symbols JFBR and JFBRW.

Jeffs’ Brands believes its market value of publicly held shares has met the threshold and plans to demonstrate this to Nasdaq, while also considering other options if needed. Separately, its wholly owned subsidiary KeepZone AI Inc. received its first commercial purchase order from an aerospace systems integrator in Mexico for a net-launching anti-drone system, marking the first sale under recently signed reseller and distribution agreements as the company pivots further into homeland security solutions.

Jeffs’ Brands Ltd is conducting a registered direct offering of 4,007,125 Ordinary Shares at $0.60 per share, for expected gross proceeds of approximately $2,404,275. The shares are being sold directly to certain investors under a January 21, 2026 securities purchase agreement, with closing expected on or about January 22, 2026, and will increase Ordinary Shares outstanding to 8,960,612.

The company operates data-driven e‑commerce businesses on Amazon and is shifting strategic focus toward homeland security through its KeepZone AI subsidiary, supported by multiple exclusive and non-exclusive distribution and reseller agreements with Israeli defense-tech firms. Jeffs’ Brands also has a non‑recourse convertible notes facility with a $100,000,000 maximum principal amount and variable-price conversion (subject to a floor and a 4.99% ownership cap), and it holds a controlling stake in Fort Technology following a share-for-share transaction. The filing highlights material dilution from the new shares, ongoing Nasdaq listing risk, and broad discretion to use the proceeds for general corporate and working capital purposes.

Jeffs’ Brands Ltd agreed to sell 4,007,125 ordinary shares in a registered direct offering at $0.60 per share to certain institutional investors. The deal is expected to close on or about January 22, 2026, and is projected to generate aggregate gross proceeds of approximately $2,404,275 before expenses. The company plans to use the net proceeds for working capital and general corporate purposes.

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.

Jeffs’ Brands Ltd filed a Form 6-K highlighting two business updates and a warrant adjustment. Its wholly-owned subsidiary KeepZone AI Inc. entered a non-exclusive distribution agreement with Israeli security technology developer STI Ltd. to distribute under-vehicle inspection, explosives detection and other advanced threat detection products in Canada and Mexico. The agreement allows temporary, customer-specific exclusivity periods of up to six months for major government and security agencies in both countries.

The report also notes that, effective January 16, 2026, the exercise price per ordinary share under the Company’s outstanding Series A Warrants and a Note Warrant issued with a convertible promissory note was adjusted to $0.505472, with no other changes to those warrants.