Jeffs’ Brands (Nasdaq: JFBR), to Sell Key U.S. Assets to a Canadian Company for $11.8M

Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, today announced that it has entered into a definitive agreement (“the Agreement”) with Plantify Foods, Inc. a Canadian public company (the “Acquiror”) to sell its wholly-owned subsidiary, Smart Repair Pro, which operates Jeffs’ Brands’ stores on the Amazon U.S. Marketplace and owns Pure NJ Logistics LLC, and its approximately 49.1% ownership interest in SciSparc Nutraceuticals Inc. (“SNI”), which is currently held by its wholly-owned subsidiary, Jeffs’ Brands Holdings Inc.

In exchange, Jeffs’ Brands is expected to receive up to a 90% equity interest in the Acquiror (on a fully diluted basis), calculated as of immediately following the closing and based on a valuation of CAD 17.125 million (approximately $11.8 million) for Smart Repair Pro and the minority interest in SNI, and a valuation of CAD 4.85 million (taking into account the full potential consideration and contingent on the Acquiror having cash holdings of at least CAD 300,000 (approximately USD $207,000) for the Acquiror (together, the “Transaction”).

Following the completion of the Transaction, the Company’s ownership interests in Smart Repair Pro will be held by the Acquiror and the Company will only have a direct ownership interest in the Acquiror. It is expected that following the completion of the Transaction, Mr. Oz Adler, the Company’s current chairman of the board of directors, will serve as the chairman of the Acquiror, and Mr. Ronen Zalayet, the Company’s current chief financial officer, will serve as the chief financial officer and corporate secretary of the Acquiror.

Prior to the completion of the Transaction, the Company will enter into a share transfer agreement with Smart Repair Pro to transfer to Smart Repair Pro all of its shares of Jeffs’ Brands Holdings Inc., which holds the minority interest in SNI, in exchange for shares of common stock of Smart Repair Pro, such that Jeff’ Brands Holdings will be a direct wholly owned subsidiary of Smart Repair Pro. Under the terms of the Agreement, Jeffs’ Brands will then transfer all of the issued and outstanding shares of Smart Repair Pro to the Acquiror in exchange for initially 75% of the Acquiror’s issued and outstanding shares, as an initial payment upon closing of the Transaction. Upon the achievement of certain milestones, Jeffs’ Brands will receive an aggregate additional number of shares for up to a 90% equity interest in the Acquiror, on a fully diluted basis, each calculated as of immediately following the closing of the Transaction.

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