Jeffs' Brands plans to sell its wholly-owned U.S. subsidiary, Smart Repair Pro, to a public company, in exchange for an equity stake of up to 90% in the acquiring entity post transaction.

Tel Aviv, Israel, Oct.  30, 2024  (GLOBE NEWSWIRE) --  Jeffs' Brands Ltd ("Jeffs' Brands" or the "Company") (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, announced today that it has entered into a non-binding letter of intent ("LOI") for the sale of its subsidiary – Smart Repair Pro (the "Transaction"), which operates Jeffs' Brands' stores on the U.S. Amazon Marketplace, marking a strategic shift in the Company's global focus. Following the completion of the Transaction, Smart Repair Pro will be held by a separate U.S. public company, traded on the OTC pink sheets (the "Acquiring Company"), at a valuation of approximately $13.125 million for Smart Repair Pro.

Under the terms of the LOI, Jeffs' Brands will transfer all the shares of Smart Repair Pro to the Acquiring Company, in exchange for 75% of the Acquiring Company's issued and outstanding shares (on a fully diluted basis), as the base payment upon closing of the Transaction. Upon the achievement of certain milestones, including the uplisting of the Acquiring Company to a national U.S. exchange within three years from the closing of the Transaction, Jeffs' Brands will receive an additional 15% equity stake in the Acquiring Company, as a deferred payment.

The Transaction reflects a valuation of approximately $1.5 million for the Acquiring Company, taking into account the completion of the deferred payment and contingent on cash holdings of at least $750,000. With this strategic Transaction, Jeffs' Brands aims to sharpen its focus on core markets while retaining significant ownership in the future growth of its U.S. operations.

The Transaction is expected to close by December 31, 2024, subject to the successful completion of due diligence by both parties, the execution of binding definitive agreements with respect to the Transaction, which shall include customary closing conditions, and compliance with any regulatory approvals. There is no guarantee when or if the Transaction will be completed.

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 .