Jeffs’ Brands (NASDAQ: JFBR) enacts 1-for-14 reverse split, expands AI security deal
Rhea-AI Filing Summary
Jeffs’ Brands Ltd is implementing a 1-for-14 reverse split of its ordinary shares. Every fourteen existing shares will be consolidated into one share, reducing issued and outstanding shares from 8,960,612 to approximately 640,044, while the authorized share capital stays the same. The shares are expected to begin trading on the Nasdaq Capital Market on a reverse-split-adjusted basis on February 17, 2026. Fractional shares will not be issued, and positions will be rounded up at the DTC participant level. Exercise prices and share amounts under outstanding options and warrants will be adjusted proportionately. The company also reports that its subsidiary KeepZone AI Inc. has expanded its strategic distribution agreement with Scanary Ltd. to add a new Asian territory for AI-powered security screening solutions.
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Insights
Reverse split materially shrinks share count but is capital-neutral.
The company is consolidating its ordinary shares at a 1-for-14 ratio, cutting issued and outstanding shares from 8,960,612 to about 640,044. Authorized share capital remains unchanged, so this action alters share structure and trading price mechanics rather than underlying capitalization.
No fractional shares will be issued, with holdings rounded up at the DTC participant level. All outstanding options and warrants will be adjusted proportionately in share number and exercise price, maintaining holders’ economic position while aligning all equity instruments with the new share count.
The split becomes effective for Nasdaq trading on
KeepZone deepens AI security reach with new Asian territory.
Through wholly owned subsidiary KeepZone AI Inc., Jeffs’ Brands has expanded a strategic distribution agreement with Scanary Ltd. to include an additional Asian territory. The December 2025 agreement already covered Canada, Germany, the UAE, Spain, Italy and Israeli stadiums with varying exclusivity.
Scanary’s 3D imaging and AI technology is designed to screen up to 25,000 people per hour, detecting threats such as guns and explosives in under two seconds in open environments. This supports deployment in airports, stadiums and transit hubs, aligning with the company’s pivot toward homeland security solutions.
The extension into a high-traffic Asian market adds geographic scope to the existing collaboration. Future company filings may detail commercial traction, revenue contribution and deployment scale arising from this expanded distribution footprint.
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
Reverse Split
Jeffs’ Brands Ltd (the “Company”) is announcing that it will effect a reverse share split of the Company’s ordinary shares, no par value (the “Ordinary Shares”) at the ratio of 1-for-14, such that each fourteen (14) Ordinary Shares, shall be consolidated into one (1) Ordinary Share (the “Reverse Split”). The first date when the Ordinary Shares will begin trading on the Nasdaq Capital Market after implementation of the Reverse Split will be Tuesday, February 17, 2026.
Following the implementation of the Reverse Split, the Company’s authorized share capital will remain unchanged. The Reverse Split will adjust the number of issued and outstanding ordinary shares of the Company from 8,960,612 ordinary shares to approximately 640,044 ordinary shares (subject to any further adjustments based on the treatment of fractional shares).
No fractional ordinary shares will be issued as a result of the reverse split. All fractional Ordinary Shares will be rounded up to the nearest whole Ordinary Share, at the DTC participant level. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase Ordinary Shares. The new CUSIP number for the ordinary shares will be M61472 151. The trading symbol “JFBRW” and CUSIP number (M61472110) for the Company’s public warrants will remain unchanged following the Reverse Split.
Press Release
On February 12, 2026, the Company issued a press release titled “Jeffs’ Brands: KeepZone AI Expands Collaboration for AI-Powered Security Screening Product into High-Traffic Asian Market”, 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”).
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 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.
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EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press Release issued by Jeffs’ Brands Ltd, dated February 12, 2026, titled “Jeffs’ Brands: KeepZone AI Expands Collaboration for AI-Powered Security Screening Product into High-Traffic Asian Market”. |
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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: February 12, 2026 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Jeffs’ Brands: KeepZone AI Expands Collaboration for AI-Powered Security Screening Product into High-Traffic Asian Market
Tel Aviv, Israel, Feb. 12, 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 expanded its strategic distribution agreement (the “Agreement”) with Scanary Ltd. (“Scanary”), an Israeli deep-tech pioneer in AI-powered 3D imaging and electromagnetic threat-detection systems, to include an additional territory in Asia (the “New Territory”).
The Agreement, which was entered into in December 2025, initially granted KeepZone exclusive distribution rights in Canada, Germany and the United Arab Emirates, non-exclusive distribution rights in Spain and Italy, and exclusive distribution rights to stadiums in Israel. Upon mutual agreement of the parties, the collaboration has now been extended to include the New Territory.
Scanary’s technology uses 3D imaging and AI to screen up to 25,000 people per hour in open environments, detecting threats like guns and explosives in under two seconds without requiring individuals to stop or remove belongings, which is designed to support deployment in airports, stadiums, and transit hubs.
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 and performance capabilities of Scanary’s technology, the commercial potential of the expanded collaboration with Scanary, the Company’s ability to successfully penetrate the New Territory, the potential growth of the homeland security market, and the Company’s ability to execute its 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
FAQ
What reverse share split did Jeffs’ Brands Ltd (JFBR) announce on its Form 6-K?
When will Jeffs’ Brands (JFBR) shares start trading post-reverse split on Nasdaq?
How will Jeffs’ Brands (JFBR) handle fractional shares in the 1-for-14 reverse split?
What happens to Jeffs’ Brands’ options and warrants after the reverse split?
What new territory was added to KeepZone AI’s distribution agreement with Scanary for Jeffs’ Brands (JFBR)?
How does Jeffs’ Brands (JFBR) describe Scanary’s AI security screening technology?
Filing Exhibits & Attachments
2 documents