Core Viewpoint - Jeffs' Brands Ltd has entered into a new non-binding letter of intent for the acquisition of its subsidiary Smart Repair Pro and its 49.1% stake in SciSparc Nutraceuticals Inc. by a Canadian public company, in exchange for up to a 90% equity interest in the Acquiror [1][2] Group 1: Transaction Details - The previous letter of intent with a U.S. public company was terminated, leading to the new agreement with a Canadian public company [1] - The transaction involves the transfer of all shares of Smart Repair Pro and SciSparc Nutraceuticals Inc. to the Acquiror, with an initial payment of 75% of the Acquiror's shares upon closing [2] - The total valuation for Smart Repair Pro and the minority interest in SciSparc is approximately CAD 17.125 million (around USD 11.8 million) [1] Group 2: Transaction Timeline and Conditions - The transaction is expected to close by May 30, 2025, pending due diligence, execution of binding agreements, and regulatory approvals [3] - The New LOI can be terminated by either party if due diligence is unsatisfactory, and it will automatically terminate by March 31, 2025, if definitive agreements are not executed [3] Group 3: Corporate Governance - Certain directors of Jeffs' Brands also serve as directors in the Acquiror, and the New LOI was approved by the audit committee and board of directors in accordance with Israeli Companies Law [4] Group 4: Company Overview - Jeffs' Brands aims to transform e-commerce by creating and acquiring products for the Amazon Marketplace, leveraging advanced technology and management insights to enhance product offerings [5]
Jeffs' Brands Provides Update Regarding Potential Acquisition of its U.S. Subsidiary, for an Approximate Valuation of USD $11.8 million to a Canadian Public Company