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 September 2025
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
Amended and Restated Warrant
On September 9, 2025,
Jeffs’ Brands Ltd (the “Company”) amended and restated a warrant to purchase ordinary shares, no par value, of the
Company (the “Ordinary Shares”) issued to the holder thereof in connection with a convertible promissory note, dated
January 16, 2025 (the “Amended Warrant”), effective as of June 30, 2025. The form of the Amended Warrant is attached
hereto as Exhibit 4.1. No changes were made to the number of Ordinary Shares issuable under the Amended Warrant, which following the
reverse share split of the Ordinary Shares at a ratio of 1-for-17 effective as of June 16, 2025, is 44,749 Ordinary Shares
(subject to any adjustment as provided therein).
Adjustments to Exercise Price
In addition, pursuant
to Section 2(a) of the Series A warrants (the “Series A Warrants”) to purchase Ordinary Shares, dated
January 29, 2024 and Section 2(a) of the Amended Warrant, effective as of September 8, 2025, the exercise price per each
whole Ordinary Share issuable upon exercise of the outstanding Series A Warrants and the Amended Warrant was adjusted to $3.18516
(subject to any further adjustment as provided therein). No other changes, adjustments or modifications were made to the Series A
Warrants or the Amended Warrant.
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 and
File No. 333-280459),
to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently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.
EXHIBIT INDEX
| Exhibit No. |
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| 4.1 |
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Amended and Restated Warrant to Purchase Ordinary Shares of Jeffs Brands Ltd. |
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 |
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| Date: September 9, 2025 |
By: |
/s/ Ronen Zalayet |
| |
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Ronen Zalayet |
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|
Chief Financial Officer |
