Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 October 2024

 

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

 

On October 24, 2024, Jeffs’ Brands Ltd (the “Company”) issued a press release titled “Jeffs’ Brands Receives Nasdaq Minimum Bid Price Requirement Extension” a copy of which is filed as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

 

The Company hereby updates, that further to the press releases issued on: (i) July 2, 2024, titled “Jeffs’ Brands Enters Into a Letter of Intent for Exclusive Distribution of its Pest Control Solutions in the Gulf States, Including the United Arab Emirates;” (ii) December 14, 2023, titled “Jeffs’ Brands Signs a Non-Binding Letter of Intent to acquire a 70% Stake for an Investment of $2 million, in a Cutting-edge Laser-based Technology Company, Developing Defense Solutions Against Drone-based Visual Systems;” and on (iii) December 15, 2023 titled, “Jeffs’ Brands Signs a Non-Binding Letter of Intent to Invest in a Remote Wireless Electric Charging Technology Company”; the Company is currently not proceeding to the execution of binding definitive agreements with respect to such transactions.

 

This Report of Private Foreign Issuer on Form 6-K, solely with respect to Exhibit 99.1, is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-277188) 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and File No. 333-280459), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.
99.1		Press release issued by Jeffs’ Brands Ltd, dated October 24, 2024, titled “Jeffs’ Brands Receives NASDAQ Minimum Bid Price Requirement Extension.”

 

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: October 25, 2024	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

 

3

 

Exhibit 99.1

 

Jeffs’ Brands Receives NASDAQ Minimum Bid Price Requirement Extension

 

No Immediate Effect on Nasdaq Listing or Trading of the Company’s Ordinary Shares

 

Tel Aviv, Israel, Oct. 24, 2024 (GLOBE NEWSWIRE) -- Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, announced today that on October 23, 2024, it received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is eligible for an additional 180 calendar day period, or until April 21, 2025, to regain compliance with the Nasdaq’s minimum $1 bid price per share requirement.

 

The Company was first notified by Nasdaq of its failure to maintain a minimum bid price of $1 per share for 30 consecutive trading days under Nasdaq Listing Rule 5550(a)(2) on April 25, 2024, and was given until October 22, 2024 to regain compliance. The Company did not regain compliance with the minimum $1 bid price per share requirement during the first 180-calendar-day compliance period and submitted a written request to the Nasdaq’s staff to afford it an additional 180-day compliance period to cure the deficiency. 

 

Nasdaq’s determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period and if necessary, by effecting a reverse share split.

 

If at any time before April 21, 2025, the bid price of the Company’s ordinary shares closes at or above $1 per share for a minimum of 10 consecutive trading days, the Company will regain compliance with the Nasdaq Listing Rules, and the matter will be closed. However, Nasdaq may, in its discretion, require the Company’s ordinary shares to maintain a bid price of at least $1.00 for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.

 

This current notification from Nasdaq has no immediate effect on the listing or trading of the Company’s ordinary shares, which will continue to trade on the Nasdaq Capital Market under the symbol “JFBR.”

 

About Jeffs’ Brands Ltd

 

Jeffs’ Brands aims to transform the world of e-commerce by creating and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential. Through the Company’s management team’s insight into the FBA Amazon business model, it aims to use both human capability and advanced technology to take products to the next level. For more information on Jeffs’ Brands Ltd 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 our 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, we are using forward-looking statements when discussing regaining compliance with Nasdaq’s continued listing requirements, and the timing and effect thereof as well as potentially effecting a reverse share. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. 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 our control. Our 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 our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to adapt to significant future alterations in Amazon’s policies; our ability to sell our existing products and grow our brands and product offerings, including by acquiring new brands; our ability to meet our 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 we operate; 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, including the recent attacks by Hamas, Iran, and other terrorist organizations; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2024 and our other filings with the SEC. We undertake 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
[e-mail]

 

 

 

 

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