Core Viewpoint - Jeffs' Brands Ltd is implementing an AI-driven crypto treasury management program to optimize yields from leading cryptocurrencies, including Bitcoin and stable coins [1][2]. Group 1: Treasury Program Overview - The Treasury Program will be managed by Quantum Crypto, an affiliate of Tectona Ltd, which holds a 41% stake in Horizon, a prominent Israeli crypto trading platform [1][3]. - The Company plans to allocate up to $75 million from a private placement of convertible promissory notes for the Treasury Program, contingent on the successful setup of crypto wallets [2]. Group 2: Agreement Details - An agreement was established on August 4, 2025, between Jeffs' Brands and Quantum Crypto for crypto treasury management services, including infrastructure and trading services [4]. - Jeffs' Brands will retain full ownership of its digital assets and private keys, with Quantum Crypto ensuring compliance with regulatory requirements [4]. Group 3: Compensation Structure - Quantum Crypto will receive a one-time setup fee of $25,000, a monthly fee of 0.125% of the average daily balance of managed crypto assets, and a performance-based fee of 20% of gross revenues from staking [5]. - The Company will also issue a warrant to Quantum Crypto for the purchase of up to 27,619 ordinary shares at an exercise price of $0.01 per share, representing approximately 4.99% of the currently outstanding shares [5]. Group 4: Company Background - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging both human capability and advanced technology [6].

Core Viewpoint - Jeffs' Brands Ltd has entered into a Securities Purchase Agreement to issue up to $100 million in convertible promissory notes, with an initial closing resulting in $4.5 million in gross proceeds from a $5 million note [1][3]. Group 1: Securities Purchase Agreement Details - The Company issued an initial $5 million Promissory Note for a purchase price of $4.5 million [1]. - The Company may request additional Promissory Notes of up to $2.5 million per quarter starting December 1, 2025, with a total limit of $50 million until that date and $25 million per quarter thereafter [3][4]. - Each Additional Promissory Note will be issued at a 10% original issue discount and will accrue interest at an annual rate of 4%, increasing to 14% upon default [5]. Group 2: Conversion and Repayment Terms - The Investor has the option to convert outstanding amounts under each Promissory Note into Ordinary Shares at a conversion price of either $6.80 per share or 88% of the lowest daily volume weighted average price during the preceding 20 trading days, subject to a 4.99% ownership limitation [6]. - Each Promissory Note is to be repaid in ten equal monthly installments starting 18 months after issuance [5]. Group 3: Company Strategy and Use of Proceeds - The net proceeds from the sale of the Promissory Notes will be used for working capital, general corporate purposes, and potential acquisitions to explore strategic opportunities [3]. - The Company is not obligated to issue any Additional Promissory Notes and there are no penalties or minimum drawdown requirements [7]. Group 4: Company Background - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging insights into the Amazon FBA business model [9].

As filed with the Securities and Exchange Commission on May 31, 2024 Registration Statement No. 333-279316 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ireland 3590 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Emp ...

As filed with the Securities and Exchange Commission on March 7, 2024 Registration Statement No. 333-277482 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMX (Security Matters) Public Limited Company (Exact name of registrant as specified in its charter) Ireland 3590 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial (I.R.S. Employer Identification Number ...