Jeffs’ Brands Enters Into a Definitive Agreement to Sell Key U.S. Assets to a Canadian Public Company for an Approximate Valuation of $11.8 Million

Core Viewpoint - Jeffs' Brands Ltd has entered into a definitive agreement to sell its subsidiary Smart Repair Pro and a minority stake in SciSparc Nutraceuticals Inc to Plantify Foods, Inc, in exchange for up to a 90% equity interest in Plantify on a fully diluted basis [1][2][5] Group 1: Transaction Details - The transaction involves the acquisition of Smart Repair Pro, which operates Jeffs' Brands' stores on the Amazon U.S. Marketplace, and a 49.1% ownership interest in SciSparc Nutraceuticals Inc [1][2] - Jeffs' Brands is expected to receive a valuation of CAD 17.125 million (approximately $11.8 million) for Smart Repair Pro and the minority interest in SciSparc, along with an additional valuation of CAD 4.85 million contingent on certain conditions [2][4] - The transaction is anticipated to close by July 31, 2025, subject to customary closing conditions and regulatory approvals [5] Group 2: Management Changes - Following the completion of the transaction, the ownership interests in Smart Repair Pro will be held by Plantify, and Jeffs' Brands will only have a direct ownership interest in Plantify [3] - Mr. Oz Adler, the current chairman of Jeffs' Brands, is expected to become the chairman of Plantify, while Mr. Ronen Zalayet will serve as the CFO and corporate secretary of Plantify [3] Group 3: Corporate Structure Changes - Prior to the transaction's completion, Jeffs' Brands will transfer its shares of Jeffs' Brands Holdings Inc to Smart Repair Pro, making Jeffs' Brands Holdings a wholly owned subsidiary of Smart Repair Pro [4] - Jeffs' Brands will initially receive 75% of Plantify's issued shares upon closing, with the potential to increase this to 90% based on the achievement of certain milestones [4]