Jeffs’ Brands Enters Into Definitive Agreement to Complete Fort Products’ Merger with a Publicly Traded Company, at a Valuation of up to approximately $12 Million (Form 6-K)

Jeffs' Brands Enters Into Definitive Agreement to Complete Fort Products' Merger with a Publicly Traded Company, at a Valuation of up to approximately $12 Million

Tel Aviv, Israel, Feb. 06, 2025 (GLOBE NEWSWIRE) -- Jeffs' Brands Ltd ("Jeffs' Brands" or the "Company") (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, today announced it that, further to its press release on January 3, 2025, is has entered into a definitive agreement to complete the contemplated merger of Fort Products Limited, a UK-based private company and a wholly owned subsidiary of the Company ("Fort Products"), with Impact Acquisitions Corp. ("Impact"), a capital pool company listed on the TSX Venture Exchange (the "Proposed Merger").

Under the definitive share purchase agreement (the "Definitive Agreement"), Impact Acquisitions will acquire from the Company 100% of Fort Products' equity interests. Jeffs Brands will receive 75.02% and up to 83.29% ownership of Impact share capital, contingent upon meeting predetermined milestones.

The Proposed Merger is based on a total valuation of Impact of approximately 4.8 million CAD (approximately US $3.3 million) (considering its cash position of at least 700,000 CAD, approximately US $486,330 $US, after transaction costs) and a total valuation ascribed to Fort Products, of approximately 17.1 million CAD (approximately US $11.9 million $US).

According to the Definitive Agreement, a condition for the closing of Proposed Transaction is that the fair market value of the equity interests of Fort Products will not be less than 14 million CAD (approximately US $9.7 million), based on a valuation report to be obtained.

The completion of the Proposed Transaction is subject to the satisfaction of additional conditions, including but not limited to, due diligence, corporate and regulatory approvals and the receipt of a Pre-Ruling from the Israel Tax Authority.

Subject to the satisfaction or waiver of all conditions precedents to the Proposed Transaction, Impact and Jeffs' Brands anticipate that the Proposed Transaction will be completed by May 31, 2025. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

In addition, upon closing of the Proposed Transaction, Impact intends to issue equity to certain finders (the "Finders") as compensation for providing advisory services in connection with the Proposed Transaction. Mr. Viki Hakmon, the Company's chief executive officer and director, may be deemed to have a personal interest in the Proposed Transaction, by virtue of being a relative of one of the Finders, and as such the Proposed Transaction was approved by the Company's Audit Committee and Board of Directors in accordance with the Israeli Companies Law-1999.

About Jeffs' Brands Ltd.

Jeffs' Brands aims to transform the world of e-commerce by creating and acquiring products 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.

About Fort Products

Fort Products is an established UK Based manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. Fort Products' experience commenced since it's establishment in 2005 within the pest control industry and it prides itself on the technical knowledge received in nearly 20 years.

About Impact

Impact is a capital cool company ("CPC") within the meaning of the policies of the TSX Venture Exchange (the "Exchange"). Impact was created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the CPC policy of the Exchange, until the completion of the Proposed Transaction or other "Qualifying Transaction" as defined in the policies of the Exchange, Impact will not carry on business other than identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction.