Jeffs’ Brands (NASDAQ: JFBRW) adjusts warrant terms and sets $3.18516 exercise price

Rhea-AI Filing Summary

Jeffs’ Brands Ltd reported that it has amended and restated a warrant originally issued in connection with a convertible promissory note dated January 16, 2025. The amended warrant remains effective as of June 30, 2025 and still covers 44,749 ordinary shares, with no change to the number of shares issuable under it after the company’s 1-for-17 reverse share split effective June 16, 2025.

Under the anti-dilution adjustment provisions of both the Series A warrants dated January 29, 2024 and the amended warrant, the company reset the exercise price for each whole ordinary share underlying these warrants to $3.18516, subject to potential future adjustments under their terms. No other changes were made to the Series A warrants or the amended warrant. This update is also incorporated by reference into several existing Form F-3 and Form S-8 registration statements.

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.

1

EXHIBIT INDEX

Exhibit No.
4.1		Amended and Restated Warrant to Purchase Ordinary Shares of Jeffs Brands Ltd.

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: September 9, 2025	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

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FAQ

What did Jeffs’ Brands Ltd (JFBRW) change in its warrants in this 6-K?

Jeffs’ Brands Ltd amended and restated a warrant linked to a January 16, 2025 convertible promissory note, and adjusted the exercise price of that warrant and the Series A warrants, but did not change the number of shares issuable.

How many Jeffs’ Brands ordinary shares are covered by the amended warrant?

The amended warrant covers 44,749 ordinary shares following the 1-for-17 reverse share split effective June 16, 2025, subject to further adjustment under its terms.

What is the new exercise price of Jeffs’ Brands’ Series A and amended warrants?

Effective as of September 8, 2025, the exercise price per whole ordinary share for both the outstanding Series A warrants and the amended warrant was adjusted to $3.18516, subject to further adjustment as provided in the warrants.

Were there any other changes to Jeffs’ Brands’ Series A warrants or the amended warrant?

No other changes, adjustments or modifications were made to the Series A warrants or the amended warrant beyond the exercise price adjustment to $3.18516.

Why is this Jeffs’ Brands Ltd 6-K incorporated by reference into other SEC registrations?

The 6-K is incorporated by reference into Jeffs’ Brands’ Form F-3 and Form S-8 registration statements so that the warrant amendments and exercise price adjustments are legally part of those registration documents from the date of submission.

Does the amended warrant affect Jeffs’ Brands’ reverse share split?

The filing states that after the 1-for-17 reverse share split effective June 16, 2025, the number of ordinary shares issuable under the amended warrant is 44,749, confirming how the warrant was adjusted for the split.