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Jeffs’ Brands: Fort Technology Announces Closing of a CAD 5 Million Private Placement of Convertible Debenture Representing a Valuation of Approximately CAD 27 million
Globenewswire· 2025-08-22 13:29
Core Viewpoint - Jeffs' Brands Ltd has announced the completion of a private placement of convertible debentures by its subsidiary Fort Technology Inc, raising CAD 5 million, which will be used for working capital and loan support [1][5]. Group 1: Private Placement Details - The private placement of convertible debentures has a maturity date of two years from issuance and carries an interest rate of 10% per annum, with quarterly payments starting from the closing date until September 30, 2025 [2]. - The principal amount of the convertible debentures can be converted into units of Fort at a price of CAD 0.185 per unit, with each unit consisting of one common share and one warrant [2]. - The private placement values Fort at approximately CAD 27 million [2]. Group 2: Company Participation and Compliance - Jeffs' Brands and its CEO participated in the private placement, with the company purchasing CAD 2.2 million worth of convertible debentures, qualifying it as a related-party transaction [4]. - The private placement was conducted under certain prospectus exemptions and is subject to a holding period in compliance with applicable securities laws and TSX Venture Exchange rules [3]. Group 3: Company Background - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging advanced technology and insights into the Amazon FBA business model [6]. - Fort Technology Inc specializes in manufacturing and selling products for the pest control and remedial repair industry [7].
Jeffs’ Brands: Fort Technology Announces a CAD 5 Million Private Placement of Convertible Debenture Representing a Valuation of Approximately CAD 27 million
Globenewswire· 2025-08-13 12:23
Core Viewpoint - Jeffs' Brands Ltd announced that its subsidiary Fort Technology Inc. has entered into a private placement of convertible debentures for gross proceeds of up to CAD 5 million, with a valuation of approximately CAD 27 million for Fort [1][2]. Group 1: Private Placement Details - The private placement involves convertible debentures that will mature in 2 years and bear an interest rate of 10% per annum, payable quarterly [1]. - The principal amount of the convertible debentures can be converted into units of Fort at a price of CAD 0.185 per unit, with each unit consisting of one common share and one warrant [1]. - The company participated in the private placement by purchasing CAD 2.2 million worth of convertible debentures, constituting a related-party transaction [3]. Group 2: Use of Proceeds and Loan Agreement - The net proceeds from the private placement will be used for general working capital requirements and to extend a loan under a separate loan agreement [2]. - Fort has entered into a loan agreement with EEH Ventures Limited, advancing an initial loan of £2 million, with an additional £1 million available after 12 months [5]. - The loan amounts bear an interest rate of 7.5% per annum and are repayable within three years, with an option for Fort to convert the loan into up to 25% of EEH's share capital [5]. Group 3: Company Background - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging advanced technology and insights into the Amazon FBA business model [6]. - Fort Technology Inc. specializes in manufacturing and selling products for the pest control and remedial repair industry [7].
Jeffs' Brands: Fort Technology Announces a CAD 5 Million Private Placement of Convertible Debenture Representing a Valuation of Approximately CAD 27 million
GlobeNewswire News Room· 2025-08-13 12:23
Core Viewpoint - Jeffs' Brands Ltd announced that its subsidiary Fort Technology Inc. has entered into a private placement of convertible debentures for gross proceeds of up to CAD 5 million, with a valuation of approximately CAD 27 million for Fort [1][2]. Group 1: Private Placement Details - The private placement involves convertible debentures that will mature in 2 years and bear an interest rate of 10% per annum, payable quarterly [1]. - The principal amount of the convertible debentures can be converted into units of Fort at a price of CAD 0.185 per unit, with each unit consisting of one common share and one warrant [1]. - The company participated in the private placement by purchasing CAD 2.2 million worth of convertible debentures, constituting a related-party transaction [3]. Group 2: Use of Proceeds and Loan Agreement - The net proceeds from the private placement will be used for general working capital requirements and to extend a loan under a separate loan agreement [2]. - Fort has entered into a loan agreement with EEH Ventures Limited, advancing an initial loan of £2 million, with an additional £1 million available at EEH's request [5]. - The loan amounts bear interest at a rate of 7.5% per annum and are repayable within three years, with an option for Fort to convert the loan into up to 25% of EEH's share capital [5]. Group 3: Company Background - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging advanced technology and insights into the Amazon FBA business model [6]. - Fort Technology Inc. specializes in manufacturing and selling products for the pest control and remedial repair industry [7].
Jeffs' Brands Announces Closing of Acquisition Transaction: Fort Technology Inc. Expected to Resume Trading on TSX Venture Exchange
Globenewswire· 2025-07-08 11:32
Core Viewpoint - Jeffs' Brands Ltd has successfully completed the acquisition of Fort Products Limited, resulting in a significant equity stake in the newly merged entity, Fort Technology Inc, which is expected to enhance growth in the e-commerce sector [1][2][7]. Group 1: Acquisition Details - The acquisition transaction closed on July 7, 2025, with Jeffs' Brands selling all shares of Fort Products to Fort Technology for 100,000,000 common shares valued at approximately CAD 17.1 million (around $12.5 million) [2]. - Following the transaction, Jeffs' Brands holds a 75.02% equity stake in Fort Technology, which could increase to 83.29% upon meeting certain milestones [1][4]. - Fort Products is now a wholly-owned subsidiary of Fort Technology, which has changed its name from Impact Acquisitions Corp and is set to resume trading on the TSX Venture Exchange [3]. Group 2: Contingent Rights and Milestones - Jeffs' Brands is entitled to receive up to an additional 66,000,000 common shares contingent upon achieving specific milestones, including a successful listing on a U.S. Exchange and reaching annual revenues of at least USD 15 million by December 31, 2028 [4][5]. - The milestones include raising $8 million in equity or debt financing by July 7, 2029, and completing an uplisting transaction by July 7, 2027 [5]. Group 3: Strategic Implications - The transaction is expected to leverage Fort Products' innovative e-commerce platform, which specializes in high-margin products sold on the Amazon Marketplace, to drive significant growth in global online retail markets [7]. - Jeffs' Brands aims to transform the e-commerce landscape by creating and acquiring products to become market leaders, utilizing advanced technology and management insights [10].
Fort Technology Inc. Announces Closing of Qualifying Transaction and Anticipated Trading Date
Thenewswire· 2025-07-07 18:20
Core Viewpoint - Impact Acquisitions Corp. has successfully completed a share sale transaction with Jeffs' Brands Ltd, resulting in a name change to Fort Technology Inc. and a new trading symbol "FORT" [1][2]. Transaction Details - The transaction involved the transfer of all issued and outstanding securities of Fort Products Limited to the Company in exchange for 100,000,000 common shares and 66,000,000 contingent rights [3]. - The contingent rights allow Jeffs Brands to acquire additional common shares based on specific conditions, including a successful listing on a US Exchange, raising US$8,000,000 in financing, and achieving annual revenues of US$15,000,000 by December 31, 2028 [4]. Share Issuance and Trading - The Company issued 5,000,000 common shares as a finder's fee related to the transaction [5]. - Trading of the Company’s shares under the new symbol "FORT" is expected to resume on or about July 10, 2025, following final acceptance from the TSX Venture Exchange [6]. Escrow Agreements - Certain principals of the Company will have 102,000,000 common shares and 66,000,000 contingent rights subject to escrow, with a release schedule defined by Exchange policies [7]. - Current and former shareholders are also subject to a separate escrow agreement regarding 3,700,000 common shares and 580,000 incentive stock options [8]. Management and Governance - The new board of directors and executive management includes Gabriel Kabazo as CEO and Ronen Zalayet as CFO, among others [9]. - The Company plans to appoint Brightman Almagor Zohar & Co. as its auditors [10]. Financial Reporting - The fiscal year end for the Company will be December 31, and interim financial statements for Fort Products will be published within 60 days after June 30, 2025 [11]. Company Overview - Fort Technology Inc. specializes in manufacturing and selling products for the pest control and remedial repair industry, with nearly 20 years of experience since its establishment in 2005 [12].
Impact Acquisitions Announces Name Change
Thenewswire· 2025-07-02 15:00
Company Overview - Impact Acquisitions Corp. is changing its name to Fort Technology Inc., effective July 4, 2025 [1] - The company's common shares are currently halted at its request, pending approval from the TSX Venture Exchange (TSXV) [2] - The new trading symbol will be "FORT" with a new CUSIP of 349024109 and ISIN CA3490241096 [2] Proposed Transaction - The company is working towards closing an arm's length share sale transaction with Jeffs' Brands Ltd and Fort Products Limited, anticipated to close around July 7, 2025 [2] - The proposed transaction does not require shareholder approval as it is not classified as a "Non-Arm's Length Transaction" under TSXV policies [3] - Completion of the proposed transaction is subject to various conditions, including TSXV acceptance and any financing requirements [9] About Jeffs' Brands - Jeffs' Brands focuses on transforming e-commerce by creating and acquiring products to become market leaders, leveraging the Fulfillment by Amazon (FBA) business model [5] About Fort Products - Fort Products is a UK-based manufacturer specializing in pest control and remedial repair products, established in 2005 [6] About Impact - Impact is a capital pool company (CPC) aimed at identifying and evaluating potential acquisitions that can generate profits and add shareholder value [7]