Nexera Technologies Ltd 6-K, filed Apr 7, 2025
Nexera Technologies Ltd (NEXR)
About this 6-K
Nexera Technologies Ltd filed this 6-K on April 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April 2025
Commission file number: 001-41482
Jeffs’ Brands Ltd
(Translation of registrant’s name into English)
7 Mezada St.
Bnei Brak, Israel 5126112
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Proxy Materials for Special General Meeting
Annexed hereto and incorporated by reference herein are copies of the following documents that are being distributed by the board of directors of Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) to Jeffs’ Brands’ shareholders in connection with a Special General Meeting of Shareholders of the Company (the “Meeting”), which is scheduled to be held at 12 p.m. local (Israel) time on Monday, April 28, 2025 at the Company’s principal executive offices, which are located at 7 Mezada St. Bnei Brak, 5126112 Israel.
| (i) | Notice and Proxy Statement, each dated April 7, 2025, describing the proposals to be presented at, and logistical information related to, the Meeting (Exhibit 99.1); and |
| (ii) | Proxy Card for use by Jeffs’ Brands’ shareholders for voting on the proposals to be presented at the Meeting (Exhibit 99.2). |
Only shareholders of record who hold ordinary shares, no par value, of Jeffs’ Brands at the close of business on Friday, April 11, 2025, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.
This Report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-277188, File No. 333-262835, File No. 333-283848, File No. 333-283904 and File No. 333-285030) and Registration Statements on Form S-8 (File No. 333-269119 and File No. 333-280459), to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Jeffs’ Brands Ltd | ||
| Date: April 7, 2025 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
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Exhibit 99.1
April 7, 2025
Dear Jeffs’ Brands Ltd Shareholders:
We cordially invite you to attend the Special General Meeting of Shareholders (the “Meeting”) of Jeffs’ Brands Ltd (the “Company”), to be held on Monday, April 28, 2025 at 12:00 p.m. (Israel time), at the Company’s offices, at 7 Mezada Street, Bnei Brak 5126112, Israel.
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Special General Meeting of Shareholders (the “Notice”). Our board of directors recommends that you vote FOR each of the proposals listed in the Notice.
Only shareholders of record at the close of business on April 11, 2025 are entitled to receive Notice and to vote at the Meeting and any postponements or adjournments thereof.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the enclosed Notice and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.
We look forward to greeting as many of you as can attend the Meeting.
| Sincerely, | |
| /s/ Oz Adler | |
| Mr. Oz Adler | |
| Chairperson of the Board of Directors |
Notice of Special General Meeting of Shareholders
To be Held on April 28, 2025
Dear Jeffs’ Brands Ltd Shareholders:
We cordially invite you to attend the Special General Meeting of Shareholders (the “Meeting”) of Jeffs’ Brands Ltd (the “Company”), to be held on Monday, April 28, 2025 at 12:00 p.m. (Israel time), at the Company’s offices, at 7 Mezada Street, Bnei Brak 5126112, Israel.
The agenda of the Meeting shall be as follows (the “Proposals”):
| (1) | to approve an increase to the Company’s authorized share capital and to amend the Company’s amended and restated articles of association accordingly; and |
| (2) | to approve a reverse split of the Company’s issued and outstanding ordinary shares in the range of a ratio between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the range and by such number of increments, and on such dates, as may be determined by the Company’s board of directors within 18 months following the date of the Meeting. |
We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting, the persons named as proxies may vote in respect thereof in accordance with their best judgment.
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting of the shareholders may request that the board of directors (the “Board”) include a matter in the agenda of a general meeting of the shareholders to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting. Notwithstanding the foregoing, as a company listed on an exchange outside of Israel, a matter relating to the appointment or removal of a director may only be requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of the shareholders. Our amended and restated articles of association contain procedural guidelines and disclosure items with respect to the submission of shareholder proposals for general meetings.
The last date for submitting a request to include a proposal for consideration at the Meeting in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999, is April 14, 2025. To the extent that there are any additional agenda items that our Board determines to add as a result of any such submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, no later than Monday, April 21, 2025, which will be furnished to the U.S. Securities and Exchange Commission (the “SEC”), on a Report of Foreign Private Issuer on Form 6-K, and will be made available to the public on the SEC’s website at http://www.sec.gov.
The approval of each of the Proposals requires the affirmative vote of the Company’s shareholders holding at least a majority of the Company’s ordinary shares, no par value (the “ordinary shares”) present, in person or by proxy, and voting on the matter.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on April 11, 2025 (the “Record Date”), in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
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You can vote your ordinary shares by attending the Meeting or by completing and signing the proxy card to be distributed with the accompanying proxy statement. If you hold ordinary shares through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders on the Record Date, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your ordinary shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares at the Meeting (or to appoint a proxy to do so).
After careful consideration, the Board recommends that you vote FOR each of the above Proposals, which are described in the accompanying proxy statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of the Company’s ordinary shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Tuesday, April 29, 2025 at 12:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Special General Meeting of Shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. EDT April 27, 2025 to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions are provided both in the proxy statement and in the proxy card.
| By Order of the Board of Directors, | |
| /s/ Oz Adler | |
| Mr. Oz Adler | |
| Chairperson of the Board of Directors |
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Proxy Statement
Special General Meeting of Shareholders
To Be Held on April 28, 2025
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of Jeffs’ Brands Ltd (the “Company” or “Jeffs’ Brands”) to be voted at a Special General Meeting of Shareholders of the Company (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Special General Meeting of Shareholders. The Meeting will be held on Monday, April 28, 2025, at 12 p.m. (Israel time), at the Company’s offices, at 7 Mezada Street, Bnei Brak 5126112, Israel.
This proxy statement, the attached Notice of Special General Meeting of Shareholders and the enclosed proxy card or voting instruction form are being made available to holders of Jeffs’ Brands ordinary shares, no par value (“ordinary shares”), beginning April 7, 2025.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on April 11, 2025 (the “Record Date”), in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under “How You Can Vote” below. The Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting (the “Proposals”):
| (1) | to approve an increase to the Company’s authorized share capital and to amend the Company’s amended and restated articles of association accordingly; and |
| (2) | to approve a reverse split of the issued and outstanding ordinary shares in the range of a ratio of between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the range and by such number of increments, and on such dates, as may be determined by the Company’s Board within 18 months following the date of the Meeting. |
We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board.
Board Recommendation
The Board unanimously recommends that you vote “FOR” each of the above Proposals.
Quorum and Adjournment
On April 4, 2025, we had a total of 1,882,843 ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on April 11, 2025, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our amended and restated articles of association, currently in effect (the “Articles of Association”), the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold ordinary shares representing at least 25% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Tuesday, April 29, 2025, at 12:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.
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Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding ordinary shares for a beneficial owner attends the Meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold ordinary shares in “street name” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners; however, we cannot be certain whether any of the Proposals will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “Companies Law”), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its ordinary shares, if the shareholder wants its ordinary shares to count for the Proposals.
Vote Required for Approval of Each of the Proposals
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on the Record Date personally or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under “How You Can Vote” below. The Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
How You Can Vote
You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:
| ● | By Internet — If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold shares in “street name,” and if the brokerage firm, bank or other similar nominee that holds your shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet; |
| ● | By telephone — If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold shares in “street name,” and if the brokerage firm, bank or other similar organization that holds your shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by telephone; or |
| ● | By mail — If you are a shareholder of record and have received a printed proxy card, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold shares in “street name,” you have the right to direct your brokerage firm, bank or other similar organization on how to vote your shares, and the brokerage firm, bank or other similar organization is required to vote your shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization. |
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Registered Holders
If you are a shareholder of record whose ordinary shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you can vote your ordinary shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our offices at 7 Mezada Street, Bnei Brak 5126112, Israel, or VStock Transfer, LLC, at 18 Lafayette Place, Woodmere, New York 11598 receives it in the enclosed envelope no later than 11:59 p.m. EDT on Sunday, April 27, 2025.
If you provide specific instructions (by marking a box) with regard to the Proposals, your ordinary shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions your ordinary shares will be voted in favor of each Proposal in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly brought before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Company’s Articles of Association.
Beneficial Owners
If you are a beneficial owner of the ordinary shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee, how to vote, and you are also invited to attend the Meeting.
Because a beneficial owner is not a shareholder of record, you may not vote those ordinary shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your ordinary shares, giving you the right to vote the ordinary shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares.
Who Can Vote
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on the Record Date, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
Revocation of Proxies
Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds shares in “street name” should follow the directions of, or contact, the bank, broker or nominee if he, she or it desires to revoke or modify previously submitted voting instructions.
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Solicitation of Proxies
Proxies are being made available to shareholders beginning April 11, 2025. Certain officers, directors, employees and agents of Jeffs’ Brands may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares.
Voting Results
The final voting results will be tallied by the Company based on the information provided by VStock Transfer, LLC or otherwise, and the overall results of the Meeting will be published following the Meeting in a Report of Foreign Private Issuer on Form 6-K that will be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Availability of Proxy Materials
Copies of the proxy card, the Notice of the Meeting and this proxy statement are available at the “Investor relations” portion of our website, https://jeffsbrands.com/investor-relations. The contents of that website are not a part of this proxy statement. In addition, shareholders of record who wish to receive by post-mail copies of the proxy materials, may contact the Company directly at 7 Mezada Street, Bnei Brak 5126112 Israel, Attn: Ronen Zalayet, Chief Financial Officer, telephone number: +972-3-7713520.
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PROPOSAL 1
APPROVAL OF AN INCREASE TO THE COMPANY’S AUTHORIZED SHARE CAPITAL
AND TO AMEND THE ARTICLES OF ASSOCIATION ACCORDINGLY
Under our current Articles of Association, our authorized share capital consists of 90,000,000. At the Meeting, shareholders will be asked to approve an increase to the Company’s authorized share capital to 1,500,000,000 (one billion five hundred million) ordinary shares, and to approve to amend the Company’s Articles of Association Accordingly.
Our Board has determined that it is in the best interests of the Company and our shareholders to increase the authorized share capital of the Company. The increase in the authorized share capital of the Company is designed to enable us to have sufficient authorized share capital for the upcoming years and to allow us to meet our future business needs as they arise. These needs could include, among other things, the sale of shares in public and private offerings to raise additional capital, the acquisition of other companies, the use of shares for various equity compensation and other employee benefit plans and arrangements and other bona fide corporate purposes.
If approved at the Meeting, Section 5(a) of the Articles of Association will be amended to read as follows (additions are bold and underlined, and deletions are struck through):
|
“5. |
(a) |
The share capital of the Company shall consist
of |
No further changes to the Articles of Association will be made.
Proposal
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, to approve an increase to the Company’s authorized share capital and to amend the Articles of Association accordingly, as set forth in the Proxy Statement, dated April 7, 2025.”
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board recommends a vote “FOR” the approval of an increase to the Company’s authorized share capital and to amend the Articles of Association accordingly.
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PROPOSAL 2
APPROVAL OF A REVERSE SHARE SPLIT OF THE COMPANY’S
ISSUED
AND OUTSTANDING ORDINARY SHARES
Background
On April 7, 2025, the Board approved, subject to the approval of our shareholders, a framework for a reverse split of the issued and outstanding ordinary shares in the range of a ratio of between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the approved range and by such number of increments, and on such dates, as may be determined by the Board within 18 months following the date of the Meeting (the “Reverse Split”).
The primary intent of conducting a reverse share split is to increase the share price of the ordinary shares to enable the Company to meet the minimum bid price requirement of Nasdaq. On April 5, 2025, the closing price of the ordinary shares on the Nasdaq Capital Market was $0.98.
On January 17, 2025, the SEC approved an amendment to Nasdaq Listing Rule 5810(c)(3)(A)(iv), according to which, an issuer is not eligible for any compliance period to cure a deficiency under the minimum bid price requirement if it effected a reverse share split over the prior one-year period. Due to this amendment, our Board has resolved to approve a framework which allows for the conduction of multiple reverse share splits, in order to remain in compliance with the minimum bid price requirement for an elongated period of time.
The Company believes that the Reverse Split is advisable in order to make its ordinary shares more attractive to a broader range of investors and to maintain compliance with the Nasdaq minimum bid price requirement for continued listing if the price of the Company’s ordinary shares does not otherwise increase. The Board believes that the anticipated increased share price resulting from the Reverse Split may generate additional interest in trading the Company’s ordinary shares.
The Company is therefore seeking for the approval of its shareholders to effect the Reverse Split, in one or more increments, such that, depending on the ratio, every two ordinary shares and up to every two hundred and fifty ordinary shares shall be consolidated into one ordinary share. If Proposal No. 2 is approved by the Company’s shareholders, our Board will have the discretionary authority, within 18 months from the Meeting, to determine whether to implement such Reverse Split, the number of increments, and the exact ratio and the effective date of each increment, such that the maximum range of the Reverse Split shall remain 1:250.
If the Reverse Split is implemented, the number of the issued and outstanding ordinary shares would be reduced in accordance with the Reverse Split ratio. The Reverse Split, if implemented, would not adjust the number of authorized ordinary shares under the Articles of Association, which, as of the date hereof consists of 90,000,000 ordinary shares, and if approved under Proposal 1, will consist of 1,500,000,000. In addition, if the Reverse Split is implemented, the exercise price and the number of ordinary shares issuable pursuant to outstanding options and warrants will be proportionately adjusted pursuant to the terms of the respective options and warrants in connection with the Reverse Split. Furthermore, upon completion of the Reverse Split, the number of ordinary shares available for issuance under our incentive plans shall be appropriately adjusted.
No fractional shares will be issued as a result of the Reverse Split. In accordance with the Articles of Association, all fractional shares will be rounded to the nearest whole ordinary share, such that only shareholders holding fractional consolidated shares of more than one half of one whole share shall be entitled to receive one consolidated share.
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Upon the implementation of the Reverse Split, we intend to treat ordinary shares held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose ordinary shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our ordinary shares in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold our ordinary shares with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Proposal
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, to approve a reverse split of the Company’s issued and outstanding ordinary shares in the range of a ratio between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the range and by such number of increments, and on such dates, as may be determined by the Company’s Board within 18 months following the date of the Meeting, as detailed in the Proxy Statement, dated April 7, 2025.”
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board recommends a vote “FOR” the approval of the Reverse Split.
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OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Articles of Association, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.
ADDITIONAL INFORMATION
The Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 31, 2025, is available for viewing and downloading on the SEC’s website at www.sec.gov.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.
| By Order of the Board of Directors, | |
| /s/ Oz Adler | |
| Mr. Oz Adler | |
| Chairperson of the Board of Directors | |
| Dated: April 7, 2025 |
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Exhibit 99.2
JEFFS’ BRANDS LTD
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Mr. Viki Hakmon, the Company’s Chief Executive Officer, and Mr. Ronen Zalayet, the Company’s Chief Financial Officer, each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the ordinary shares, no par value, of Jeffs’ Brands Ltd (the “Company”) which the undersigned is entitled to vote at the Special General Meeting of Shareholders (the “Meeting”) to be held at Company’s offices, 7 Mezada Street, Bnei Brak 5126112, Israel, on April 28, 2025, at 12:00 p.m. (Israel time), and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of the Meeting and Proxy Statement relating to the Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR the proposals described in the Proxy Statement. Any and all proxies heretofore given by the undersigned are hereby revoked.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF THESE SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
Continued and to be signed on reverse side
SPECIAL GENERAL MEETING OF SHAREHOLDERS OF
JEFFS’ BRANDS LTD
TO BE HELD ON APRIL 28, 2025
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
| For | Against | Abstain | ||
| 1. | To approve an increase to the Company’s authorized share capital and to amend the Articles of Association of the Company accordingly. | ☐ | ☐ | ☐ |
| 2. | To approve a reverse share split of the Company’s issued and outstanding ordinary shares in the range of a ratio between 1:2 and up to 1:250, to be effected at the discretion of, at such ratio within the range and by such number of increments, and on such dates, as may be determined by the Company’s board of directors within 18 months following the date of the Meeting. | ☐ | ☐ | ☐ |
In their discretion, the proxy is authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
| NAME | SIGNATURE | DATE | ||
| NAME | SIGNATURE | DATE |
Please sign exactly as your name appears on the Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.