Jeffs’ Brands (Nasdaq: JFBR) issues $600k note, AI security deals expand
Rhea-AI Filing Summary
Jeffs’ Brands Ltd entered into a new financing and expanded its homeland security activities. The company issued a $600,000 convertible promissory note for $540,000 in cash under an existing up-to-$100,000,000 note facility and granted a warrant to purchase up to 178,959 ordinary shares at $5.53 per share. The note bears 4% annual interest, matures in 28 months, and is convertible at the lower of a fixed $4.61 price or an 88% volume-weighted formula, subject to a floor price of $0.922 and a 4.99% ownership cap. Proceeds are earmarked for working capital and general corporate purposes, and resale registration of shares from this and a prior note and the warrant is planned. Through its KeepZone AI subsidiary, Jeffs’ Brands also signed a non-exclusive reseller agreement in Mexico with SeeTrue for AI threat detection solutions, targeting opportunities including the FIFA World Cup 2026, and a distribution agreement with Assac Networks to distribute cybersecurity software in Hungary and Greece, supporting its pivot into the global homeland security market.
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Insights
Jeffs’ Brands adds structured convertible funding and deepens security partnerships.
Jeffs’ Brands raised cash via a
The conversion terms blend a fixed price of
Separately, the KeepZone AI subsidiary signed agreements with SeeTrue for AI-based threat detection in Mexico, including a potential
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
Convertible Promissory Note and Warrant
On February 18, 2026 (the “Issuance Date”), Jeffs’ Brands Ltd (the “Company” or “Jeffs’ Brands”) issued to an institutional investor (the “Holder”) a convertible promissory note (the “Third Promissory Note”) in the principal amount of $600,000 (the “Principal Amount”), for a purchase price in cash of $540,000 (equal to 90% of the Principal Amount). The Third Promissory Note was issued pursuant to the previously reported Securities Purchase Agreement, dated as of June 26, 2025 (the “SPA”), by and between the Company and the Holder, pursuant to which the Company may issue and sell, from time to time, convertible promissory notes (the “Promissory Notes”) in an aggregate principal amount of up to $100,000,000 (the “Subscription Amount”). The Company is not obligated to utilize any of the remaining Subscription Amount available under the SPA, which as of the date hereof is $92,500,000, and there are no minimum commitments or minimum use penalties.
On February 18, 2026, the Company entered into a first addendum to the SPA (the “Addendum”), pursuant to which the Company agreed to issue to the Holder, for any Promissory Notes purchased by the Holder during the three-month period beginning December 1, 2025 and ending on February 28, 2026 (the “December Quarter”), a warrant to purchase up to such number of Ordinary Shares representing 75% of the maximum number of Ordinary Shares issuable pursuant to the terms of the Promissory Notes purchased by the Holder during the December Quarter. As previously reported, on December 9, 2025, the Company issued to the Holder a Promissory Note in the principal amount of $500,000, for a purchase price in cash of $450,000 (the “Second Promissory Note”).
On February 18, 2026, Jeffs’ Brands issued to the Holder a warrant to purchase up to 178,959 Ordinary Shares (the “Warrant”), representing 75% of the maximum number of Ordinary Shares issuable pursuant to the Second Promissory Note and the Third Promissory Note (calculated based on a conversion price of $4.61 per Ordinary Share). The Warrant was exercisable immediately upon issuance at an exercise price of $5.53 per Ordinary Share (subject to certain anti-dilution and share combination event protections) and has a term of 5.5 years from the Issuance Date. The number of Ordinary Shares underlying the Warrant is subject to certain adjustments, as described in the Warrant.
The Company intends to use the net proceeds from the issuance of the Third Promissory Note and any additional net proceeds from the exercise of the Warrant, to the extent exercised in cash, for working capital and general corporate purposes.
The Third Promissory Note matures 28 months from the Issuance Date and is to be repaid, together with accrued and unpaid interest, in ten equal monthly payments, beginning on the eighteen month anniversary of the Issuance Date, unless earlier repaid (partially or in full) at the option of the Company, or extended at the option of the Holder in accordance with its terms. The Third Promissory Note accrues interest at annual rate of 4% (which will increase to 14% upon the occurrence and during the continuance of an event of default, as defined in the Third Promissory Note).
The Third Promissory Note is convertible (partially or in full) into the Company’s ordinary shares, no par value (the “Ordinary Shares”), at the option of the Holder, at any time after the Issuance Date, at a conversion price equal to the lower of (i) $4.61, which was the closing price of the Ordinary Shares on the Nasdaq Capital Market on February 17, 2026, the last trading day immediately prior to the Issuance Date (the “Fixed Price”), and (ii) 88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date of conversion (the “Variable Price”), provided that such Variable Price may not be lower than $0.922 per Ordinary Share (the “Floor Price”), which is equal to 20% of the Fixed Price; subject to certain adjustments as provided in the Third Promissory Note. The Holder’s option to convert the principal amount plus accrued and unpaid interest due under the Third Promissory Note at any time is subject to the limitation that the conversion may not result in the Holder’s beneficial ownership of Ordinary Shares after giving effect to such conversion exceeding 4.99% of the issued and outstanding Ordinary Shares.
In addition, pursuant to the Addendum, the Fixed Price and Floor Price of the Second Promissory Note were adjusted to $4.61 and $0.922, respectively. The Fixed Price of any additional Promissory Notes to be issued pursuant to the SPA will be equal to the closing price of the Ordinary Shares on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Promissory Note, and the Floor Price will be equal to 20% of such Fixed Price. Under the Addendum the Company also agreed that the Holder’s obligation to pay the purchase price for any additional Promissory Notes issued on or following February 18, 2026 shall be conditioned upon, and shall become due and payable upon, the Company’s filing of a resale registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Ordinary Shares issuable pursuant to such Promissory Note.
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The exercise of the Warrant constitutes the Holder’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (as defined in the Promissory Notes), if applicable, regardless of whether the aggregate value realized from the Warrant and/or the Ordinary Shares issued pursuant to the terms of the Second Promissory Note and the Third Promissory Note is less than the then outstanding Principal Amount, Interest, and, if applicable, the Payment Premium.
The Third Promissory Note and the Warrant were, and the Ordinary Shares issuable upon conversion or exercise, as applicable, thereof (the “Securities”) will be, issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act, or applicable state securities laws. Accordingly, the Securities may not be sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities law. Pursuant to the SPA and the Addendum, the Company has agreed to file a registration statement with the SEC to register the resale of the Ordinary Shares issuable upon conversion of the Second Promissory Note and the Third Promissory Note and upon exercise of the Warrant.
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell or the solicitation of an offer to buy the Securities, 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.
The descriptions of the Addendum, the Third Promissory Note and the Warrant set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively.
Press Releases
On February 18, 2026, the Company issued a press release titled “Jeffs’ Brands: KeepZone AI Enters into Agreement to Sell Advanced AI Threat Detection Solution in Mexico’s Security Sector,” a copy of which is furnished as Exhibit 99.1 to this Form 6-K.
On February 19, 2026, the Company issued a press release titled “Jeffs’ Brands: KeepZone AI Enters into Distribution Agreement with Assac Networks to Distribute Cybersecurity Software,” a copy of which is furnished as Exhibit 99.2 to this Form 6-K.
Incorporation by Reference
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.
Cautionary Note Regarding Forward-Looking Statements
This 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. 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. | ||
| 4.1 | Third Convertible Promissory Note | |
| 4.2 | Warrant to Purchase Ordinary Shares of Jeffs’ Brands Ltd | |
| 10.1 | Addendum No. 1 to Securities Purchase Agreement, dated February 18, 2026, by and between the Company and L.I.A. Pure Capital Ltd. | |
| 99.1 | Press release issued by Jeffs’ Brands Ltd dated February 18, 2026, titled “Jeffs’ Brands: KeepZone AI Enters into Agreement to Sell Advanced AI Threat Detection Solution in Mexico’s Security Sector.” | |
| 99.2 | Press release issued by Jeffs’ Brands Ltd, dated February 19, 2026, titled “Jeffs’ Brands: KeepZone AI Enters into Distribution Agreement with Assac Networks to Distribute Cybersecurity Software.” |
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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 | ||
| By: | /s/ Ronen Zalayet | |
| Name: | Ronen Zalayet | |
| Title: | Chief Financial Officer | |
Date: February 19, 2026
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Exhibit 99.1
Jeffs’ Brands: KeepZone AI Enters into Agreement to Sell Advanced AI Threat Detection Solution in Mexico’s Security Sector
Targeting enhanced safety for FIFA World Cup 2026 in Mexico City through SeeTrue’s AI-powered automated threat detection technology
Tel Aviv, Israel, Feb. 18, 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, recently announced that its wholly-owned subsidiary, KeepZone AI Inc. (“KeepZone AI”), has entered into a non-exclusive reseller agreement (the “Agreement”) with SeeTrue, Inc. (“SeeTrue”), a developer of AI-based automatic threat detection solutions for security screening.
Under the terms of the Agreement, KeepZone AI was appointed as a non-exclusive reseller of SeeTrue’s innovative threat detection solution in Mexico, with a focus on critical infrastructure, urban security, and military/defense segments. The Agreement includes the FIFA World Cup 2026 in Mexico City as an identified program opportunity, subject to the parties entering into a definitive commercial agreement with the relevant end user, where advanced screening technology is essential for enhancing public safety and protecting high-profile events. SeeTrue’s solution leverages cutting-edge AI to automate threat detection in screening processes, providing efficient, reliable, and scalable security measures for government entities and critical assets.
This collaboration aligns with KeepZone AI’s strategy to expand its portfolio of AI-driven homeland security solutions, enabling the company to address growing demands for advanced threat mitigation in emerging markets. The Agreement grants KeepZone AI the right to market, demonstrate and resell licenses to SeeTrue’s solution to approved end-users in Mexico, with an initial focus on a government-related opportunity in Mexico.
“We are thrilled to collaborate with SeeTrue to bring their state-of-the-art AI-based threat detection technology to Mexico, a market with significant potential in homeland security,” said Avi Levy, Vice President of Business Development of KeepZone AI. “This reseller agreement strengthens KeepZone AI’s position as a premier provider of innovative security solutions, particularly in connection with large-scale international events such as the 2026 FIFA World Cup. By integrating SeeTrue’s advanced capabilities, we are well-equipped to support government and defense clients in combating evolving threats, driving growth for Jeffs’ Brands in the global security sector.”
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.
About SeeTrue:
SeeTrue is an Artificial Intelligence (AI) software company and a global leader in prohibited items and threat detection technology, delivering secure, fast, and efficient security screening. SeeTrue’s AI solutions integrate seamlessly with X-ray and CT scanners across airports, seaports, urban security checkpoints, customs, and shipment facilities worldwide, improving throughput and operational efficiency. SeeTrue APIDS for CT screening is ECAC-approved under the Common Evaluation Program (CEP), enabling automated, regulation-approved detection for advanced aviation security operations.
SeeTrue operates from New York, Tel Aviv, London, and Amsterdam. For more information, visit www.seetrue.ai
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, KeepZone AI’s expected role in marketing and reselling SeeTrue’s solutions in Mexico, the potential deployment of such solutions in connection with the FIFA World Cup 2026 or other government projects, the anticipated demand for AI-based security screening technologies, 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
Exhibit 99.2
Jeffs’ Brands: KeepZone AI Enters into Distribution Agreement with Assac Networks to Distribute Cybersecurity Software
Tel Aviv, Israel, Feb. 19, 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 distribution agreement (the “Agreement”) with Assac Networks Ltd. (“Assac”), a leading Israeli provider of secure communication and cybersecurity solutions.
Under the terms of the Agreement, KeepZone was appointed as a distributor for Assac’s products in Hungary and Greece.
Assac Networks specializes in delivering comprehensive solutions for secure communication and IT infrastructure management intended to serve to government and defense agencies, service providers, Managed Security Service Providers (“MSSPs”), and enterprises. Assac focuses on protecting against modern cybersecurity threats through secure, efficient, and reliable systems, including anti-hacking, anti-tapping, and secure instant communication for collaboration, command, and control. Assac’s leading products include:
| · | ShieldiT: A patented, mobile, desktop, and Voice over Internet Protocol (“VoIP”) defense solution designed to provide 360-degree protection against hacking and tapping. Key features include end-to-end encryption for voice, video, messaging, and file sharing; Host Intrusion Detection System (HIDS); secure Bring Your Own Device (BYOD) support for up to ten devices; and compliance with global security standards such as ISO 27001. It is available for Android, iOS, desktop, and VoIP phones, and is designed to support secure communications channels and safeguard sensitive data in high-stakes environments. |
| · | ManageiT: A centralized security management platform for IT infrastructure, offering enhanced cybersecurity, real-time threat detection and response, data protection, system optimization, and comprehensive endpoint management via an intuitive dashboard. |
| · | Secure Network Backbone: A robust infrastructure solution with network security, customer-controlled encryption, and ISO 27001 compliance, designed to prevent interceptions and breaches. |
The Agreement marks the first expansion for KeepZone into the distribution of advanced software-based cybersecurity solutions, adding to its existing portfolio of AI-integrated hardware and systems for homeland security. Assac’s products promote software-driven secure communications and the Agreement will enable KeepZone to offer end-to-end encrypted tools targeted at addressing emerging digital threats in government and law enforcement sectors.
“We are excited to partner with Assac Networks, whose innovative software solutions align perfectly with our vision of delivering comprehensive AI-driven security ecosystems,” said Alon Dayan, CEO of KeepZone. “We believe the Agreement broadens our global distribution network and introduces a new dimension of software-centric protection, allowing us to provide entities like national police forces with robust tools against cyber espionage and unauthorized access.”
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, KeepZone’s ability to successfully distribute Assac’s cybersecurity software solutions in Hungary and Greece, the potential demand for government-grade secure communication and cybersecurity products, the integration of software-based solutions into KeepZone’s existing AI-driven homeland security portfolio, the Company’s expectations regarding future growth opportunities in the government, defense, and law enforcement sectors, 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 financing did Jeffs’ Brands (JFBR) announce in this Form 6-K?
What are the key conversion terms of Jeffs’ Brands’ new convertible note?
What warrant did Jeffs’ Brands (JFBR) issue alongside the new note?
How will Jeffs’ Brands use proceeds from the new convertible note and warrant?
What new AI security agreement did KeepZone AI sign in Mexico for Jeffs’ Brands?
What is the Assac Networks distribution agreement mentioned by Jeffs’ Brands (JFBR)?
What registration commitments did Jeffs’ Brands make regarding these securities?
Filing Exhibits & Attachments
7 documentsPress Releases
Agreements & Contracts
