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Jeffs’ Brands Ltd (Nasdaq: JFBR) has filed a Form F-1 to register the potential resale of up to 52,477,760 Ordinary Shares. The shares may be issued upon conversion of up to $50 million in convertible promissory notes already committed to the selling shareholder under a Securities Purchase Agreement (SPA) signed 26 June 2025. The filing also covers shares that may become issuable through anti-dilution adjustments tied to the notes’ terms.
The SPA allows Jeffs’ Brands, at its sole discretion, to issue additional convertible notes of up to $100 million in principal for $90 million in cash (a 10 % original-issue discount). An initial note of $5 million was sold for $4.5 million; additional tranches of up to $2.5 million each can be requested every quarter beginning 1 December 2025, subject to volume limitations. Conversion terms favor the investor: each note converts at the lower of (i) a fixed $6.80 price or (ii) 88 % of the lowest VWAP over the 20 trading days preceding conversion, but not below a $1.02856 floor. Based on the floor price and accrued interest of $3.98 million, the company estimates the maximum 52.5 million share figure included in the prospectus.
Proceeds from future note sales (up to an additional $85.5 million) are earmarked for working capital, general corporate purposes, and potential acquisitions. The company will not receive proceeds from the resale of shares by the selling shareholder, who is related to CEO Vik Hacmon. Ordinary Shares and Public Warrants trade on Nasdaq at $6.50 and $0.027, respectively (25 June 2025). There is no market for the notes, and none is planned. A 1-for-17 reverse split became effective 16 June 2025; all figures in the prospectus give effect to that split.
Key risks include significant potential dilution, downward pressure from variable-price conversions, related-party dynamics, and enforceability challenges for U.S. investors owing to the company’s Israeli domicile. Investors should review the detailed “Risk Factors” beginning on page 5 and subsequent filings incorporated by reference.
Jeffs’ Brands Ltd ("JFBR") has entered into a sizeable, highly flexible financing arrangement that could materially influence its capital structure and strategic options. On 26 June 2025 the company signed a Securities Purchase Agreement ("SPA") with an institutional investor allowing the issuance of up to $100 million in convertible promissory notes ("Notes"). An initial Note carrying $5 million principal was sold immediately for $4.5 million cash (10% original-issue discount). Beginning 1 December 2025, JFBR may request additional tranches of up to $2.5 million principal per quarter, likewise priced at 90% of face value. The company is not obligated to draw further funds and faces no minimum-use penalties.
Key terms of each Note include: (i) 4% annual interest (escalating to 14% upon default); (ii) repayment in ten equal monthly installments starting 18 months after issuance (Initial Note amortises from 26 Dec 2026); (iii) investor conversion option anytime at the lower of $6.80 or 88 % of the lowest 20-day VWAP, subject to a hard floor of $1.02856; and (iv) a 4.99 % beneficial-ownership cap. Aggregate issuance during the first five months is restricted to $50 million, then $25 million per subsequent quarter, and never above the $100 million ceiling.
The use of proceeds is earmarked for working capital, general corporate purposes and potential acquisitions as the company “explores strategic opportunities.” The SPA contains no operating covenants. As part of the transaction, JFBR paid Aegis Capital a $150 k advisory fee (3 % of the initial principal) and will pay the same 3 % on future Notes. The company has agreed to file a resale registration statement for shares issuable upon conversion, but the placement itself is exempt from U.S. registration.
Governance & related-party disclosure: CEO/director Mr. Vik Hacmon is related to the Holder’s controlling shareholder; the deal was therefore approved by the audit committee and board under Israeli Companies Law.
Investor considerations:
- Provides rapid access to up to $100 million, enhancing liquidity for acquisitions or expansion.
- Original-issue discount, conversion price set 12 % below market VWAP and registration of resale shares point to potential dilution and trading pressure.
- Low initial coupon but step-up to 14 % on default raises downside risk if cash flows tighten.
- No operating covenants give management latitude, but also leave investors without performance safeguards.
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