Jeffs’ Brands Expects Implementation of 1-for-13 Reverse Share Split After Market Today
19 Noviembre 2024 - 8:23AM
Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR,
JFBRW), a data-driven e-commerce company operating on the Amazon
Marketplace, today announced that its previously announced reverse
share split of its issued and outstanding ordinary shares, no par
value per share at a ratio of one-for-thirteen (1-for-13) (the
“Reverse Share Split”), is expected to be implemented after market
close today. The Ordinary Shares will continue to trade on the
Nasdaq Capital Market under the existing trading symbol “JFBR” and
will begin trading on a split-adjusted basis at the market open on
November 20, 2024. The new CUSIP number for the Ordinary Shares
following the Reverse Share Split will be M61472136. The trading
symbol “JFBRW” and CUSIP number for the Company’s public warrants
will remain unchanged following the Reverse Share Split.
The Reverse Share Split was approved by the
Company’s shareholders at the Company’s Annual Meeting of
Shareholders held on July 17, 2024, to be effected at the board of
directors’ discretion within approved parameters. Accordingly, the
board of directors approved a 1-for-13 ratio. The Reverse Share
Split will not result in an adjustment to the authorized share
capital of the Company under the Company’s amended and restated
articles of association, as currently in effect (the “Articles”),
which, as of the date hereof consists of 90,000,000 Ordinary
Shares.
The Reverse Share Split will affect all
shareholders uniformly and will not alter any shareholder’s
percentage ownership interest in the Company’s Ordinary Shares,
except for minor changes due to the treatment of fractional shares
as described below. The number of issued and outstanding Ordinary
Shares will be reduced from 9,351,768 Ordinary Shares to
approximately 719,367 Ordinary Shares following the Reverse Share
Split (subject to any further adjustments due to the treatment of
fractional shares). In accordance with the Articles, no fractional
Ordinary Shares will be issued as a result of the Reverse Share
Split and all fractional Ordinary Shares shall be rounded to the
nearest whole Ordinary Share, at the DTC participant level. In
addition, a proportionate adjustment will be made to the per share
exercise price and the number of shares issuable upon the exercise
of all outstanding options and public and private warrants
entitling the holders to purchase Ordinary Shares. No fractional
Ordinary Shares will be issued upon exercise of warrants or
options. As to any fraction of an Ordinary Share which a holder
would otherwise be entitled to purchase upon exercise, the Company
will round up to the nearest whole Ordinary Share, according to the
terms of the warrant or option.
Shareholders holding their shares in book-entry
form, through a brokerage account, or in “street name” are not
required to take any action, as the exchange will be processed
automatically by their respective brokers or custodians. For
questions or additional information regarding the exchange process,
shareholders are encouraged to contact the Company’s transfer
agent, VStock Transfer, LLC with a mailing address of 18 Lafayette
Place, Woodmere, New York 11598.
About Jeffs’ Brands Ltd
Jeffs’ Brands aims to transform the world of
e-commerce by creating and acquiring products sold on Amazon
Marketplace and turning them into market leaders, tapping into
vast, unrealized growth potential. Through the Company’s management
team’s insight into the FBA Amazon business model, it aims to use
both human capability and advanced technology to take products to
the next level. For more information on Jeffs’ Brands Ltd
visit https://jeffsbrands.com.
Forward-Looking Statement Disclaimer
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking statements,
which are based on certain assumptions and describe our future
plans, strategies and expectations, can generally be identified by
the use of forward-looking terms such as “believe,” “expect,”
“may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,”
“estimate,” “anticipate” or other comparable terms. For example, we
are using forward-looking statements when discussing the
implementation of the Reverse Share Split and the date that trading
of the Ordinary Shares will begin on a split-adjusted basis.
Forward-looking statements are neither historical facts nor
assurances of future performance Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following: our ability to adapt to
significant future alterations in Amazon’s policies; our ability to
sell our existing products and grow our brands and product
offerings, including by acquiring new brands; our ability to meet
our expectations regarding the revenue growth and the demand for
e-commerce; the overall global economic environment; the impact of
competition and new e-commerce technologies; general market,
political and economic conditions in the countries in which we
operate; projected capital expenditures and liquidity; the impact
of possible changes in Amazon’s policies and terms of use; the
impact of the conditions in Israel, including the recent attacks by
Hamas, Iran, and other terrorist organizations; and the other risks
and uncertainties described in the Company’s Annual Report on Form
20-F for the year ended December 31, 2023, filed with the U.S.
Securities and Exchange Commission (“SEC”), on April 1, 2024 and
our other filings with the SEC. We undertake no obligation to
publicly update any forward-looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
Investor Relations Contact:
Michal Efraty Adi and Michal PR- IR Investor Relations
michal@efraty.com
Jeffs Brands (NASDAQ:JFBR)
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