Core Viewpoint - Plantify Foods, Inc. is progressing with its acquisition of Smart Repair Pro, with specific financial milestones and conditions outlined in the amended share purchase agreement [1][2][4]. Group 1: Transaction Details - The acquisition is governed by a share purchase agreement dated April 29, 2025, which was amended on July 31, 2025, adjusting the purchase price and establishing payment rights based on future performance [2]. - The transaction includes 15,000,000 payment rights contingent upon the Resulting Issuer listing on a US Exchange within 24 months, raising at least US$8,000,000 in financing within 48 months, and achieving annual revenues of at least US$8,000,000 within 36 months [2][4]. - The total value of the transaction is approximately $14,790,000, with a potential valuation of around $28,290,000 based on the issuance of payment shares and contingent rights [4]. Group 2: Share Issuance and Conditions - Following the transaction, the Resulting Issuer is expected to have 63,205,489 common shares issued and outstanding [4]. - The company will issue 1,232,500 common shares as finders' fees to two entities upon completion of the transaction, subject to TSXV acceptance [5]. - The issuance of contingent right shares is restricted to ensure compliance with TSXV continued listing requirements [3][4]. Group 3: Regulatory and Approval Conditions - The completion of the transaction is contingent upon several conditions, including TSXV acceptance and, if applicable, disinterested shareholder approval [5][7]. - The common shares of the company are currently halted for trading pending necessary filings with the TSXV [5].

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]

Core Insights - Jeffs' Brands Ltd reported record revenues for the fiscal year 2024, with a revenue increase of approximately 36.8% to $13.68 million compared to $10.3 million in 2023, driven by strong sales from its subsidiary Fort in the U.K. and Europe, particularly France [4][7] - The company has made significant strategic advancements, including the development of Fort's AI-based pest control app, the acquisition of a U.S. logistics center, and the proposed merger of Fort with a publicly traded company in Canada, which is valued between $11.6 million and $14.2 million [4][7] - Jeffs' Brands aims to leverage its data-driven strategy and operational expansions to enhance value creation in 2025 [4][7] Financial Performance - The 2024 Annual Report includes audited financial statements for the year ended December 31, 2024, which can be accessed on the SEC's website and the company's investor relations site [2] - Revenue for 2024 reached $13.68 million, marking a significant increase of 36.8% from the previous year [7] Strategic Developments - In March 2025, the company completed the development stage for Fort's AI-based pest control app and closed the acquisition of Pure NJ Logistics LLC, enhancing its operational capabilities [7] - A non-recourse convertible promissory note of $2.85 million was issued in January 2025 to support Fort's expansion into the U.S. market [7] - Fort was recognized as a Key Account by Amazon U.K. in September 2024, qualifying for the top seller program [7]

Core Insights - Jeffs' Brands Ltd reported record revenues for the fiscal year 2024, with a revenue increase of approximately 36.8% to $13.68 million, up from $10.3 million in 2023, driven by strong sales from its subsidiary Fort Products Limited in the U.K. and Europe, particularly in France [4][7] - The company has made significant strategic advancements, including the development of Fort's AI-based pest control app, the acquisition of a U.S. logistics center, and the proposed merger of Fort with a publicly traded company in Canada, which is valued between $11.6 million and $14.2 million [4][7] - Jeffs' Brands aims to leverage its success in the U.K. to support expansion into the U.S. market, as evidenced by a $2.85 million non-recourse convertible promissory note issued to an institutional investor [7] Financial Performance - The 2024 Annual Report includes audited financial statements for the year ended December 31, 2024, which can be accessed via the SEC and the company's investor relations website [2] - The revenue growth of 36.8% reflects the effectiveness of the company's data-driven strategy and the increasing recognition of its product line [4][7] Strategic Developments - The company completed the development stage for Fort's AI-based pest control app in March 2025 [7] - In March 2025, Jeffs' Brands closed the acquisition of Pure NJ Logistics LLC, enhancing its operational capabilities in the U.S. [7] - Fort was selected by Amazon U.K. as a Key Account, qualifying for the top seller program, which is expected to further boost sales [7]

Core Viewpoint - Jeffs' Brands Ltd has successfully completed the acquisition of Pure NJ Logistics LLC for a total of $2.6 million, aiming to enhance its supply chain and third-party service capabilities [1][3]. Group 1: Acquisition Details - The acquisition includes a base payment of $2.1 million and a deferred payment of $500,000, with the latter to be paid in ten monthly installments of $50,000 starting after six months [3]. - The logistics facility spans approximately 100,000 square feet and features 20 loading docks, strategically located near major U.S. ports and airports, facilitating efficient transportation and logistics operations [2][3]. Group 2: Strategic Implications - The acquisition is expected to support Jeffs' Brands' expansion and improve inventory management and order fulfillment, addressing the growing demand in the e-commerce sector [2][3]. - The facility's design allows for high container volumes, which is crucial for scaling operations effectively in a fast-paced e-commerce environment [2]. Group 3: Financial Arrangements - As part of the acquisition, the company issued warrants to the sellers to purchase up to 181,819 ordinary shares at an exercise price of $2.75, serving as security for the repayment of the promissory notes [4]. - An additional cash payment of approximately $247,401.87 was made to cover an outstanding security deposit related to a lease agreement of Pure Logistics [5]. Group 4: Governance and Compliance - The acquisition was approved by the company's audit committee and board of directors, ensuring compliance with Israeli Companies Law due to potential conflicts of interest involving company executives [6].

Core Viewpoint - Jeffs' Brands Ltd has successfully closed a $2.6 million acquisition of Pure NJ Logistics LLC, aiming to enhance its supply chain and third-party service offerings through a strategically located logistics facility [1][2]. Acquisition Details - The acquisition involves a logistics center of approximately 100,000 square feet with 20 loading docks, located near major U.S. ports and airports, facilitating improved transportation and logistics operations [2]. - The total consideration for the acquisition includes a base payment of $2.1 million and a deferred payment of $500,000, with the base payment made in cash at closing [3]. - The deferred payment will be structured through promissory notes with a 9% annual interest rate, to be paid in ten monthly installments of $50,000 starting after the sixth month [3][4]. Financial Arrangements - As security for the promissory notes, the company issued warrants to the sellers for the purchase of up to 181,819 ordinary shares at an exercise price of $2.75 per share [4]. - An additional cash payment of approximately $247,401.87 was made to cover an outstanding security deposit under a current lease agreement of Pure Logistics [5]. Management and Governance - The acquisition was approved by the company's audit committee and board of directors, with disclosures regarding potential conflicts of interest involving former directors and family members of controlling shareholders [6]. Company Overview - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging insights into the Amazon FBA business model [7].