Nexera Technologies Ltd 6-K, filed Mar 23, 2023
Nexera Technologies Ltd (NEXR)
About this 6-K
Nexera Technologies Ltd filed this 6-K on March 23, 2023.
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 March 2023 (Report No. 2)
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
On March 9, 2023, Jeffs’ Brands Ltd. (the “Company”) acquired all of the issued and outstanding share capital of Fort Products Ltd. (“Fort”), a company incorporated under the laws of England and Wales and engaged in the sale of pest control products under five private label brands primarily through Amazon.uk, for approximately £2,000,000 (approximately $2,400,000), pursuant to that certain share purchase agreement (the “Fort Agreement”) by and among the Company and the holders (the “Sellers”) of all of the issued and outstanding share capital of Fort, dated March 2, 2023 (the “Fort Acquisition”).
In connection with the closing of the Fort Acquisition, on March 9, 2023, the Company and Fort entered into settlement agreements with all of Fort’s employees, including the Sellers, by which such employees’ employment with Fort will terminate three months following March 9, 2023 and certain other customary conditions (each, a “Settlement Agreement”). During this three-month period, the Company intends to carry out operational changes in Fort’s business that will allow Fort to wind down the activities conducted in its leased warehouse and to move all such operations to warehouses operated by Amazon. Also in connection with the closing of the Fort Acquisition, on March 9, 2023, the Company and the Sellers entered into a consulting agreement, pursuant to which the Sellers will provide us with consultancy services for a period of six months following the closing, at a monthly fee of £2,500 (approximately $3,000) (the “Fort Consulting Agreement”).
Fort’s shares acquired by the Company were not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state’s securities laws and such shares were acquired pursuant to an exemption from registration under the Securities Act. Fort’s shares may not be offered or sold in the United States by the Company, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.
Copies of the Fort Agreement, the form of Settlement Agreement and the Fort Consulting Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Report on Form 6-K (this “Form 6-K) and are incorporated by reference herein. The foregoing summaries of the Fort Agreement, the form of Settlement Agreement and the Fort Consulting Agreement, are subject to and qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3, respectively.
On March 15, 2023, the Company issued a press release titled “Jeffs’ Brands Launches Sales of Pest Control Brands on the Amazon U.S. Marketplace,” a copy of which is furnished as Exhibit 99.1 to this Form 6-K.
This Form 6-K, including its exhibits (with respect to: (i) Exhibits 10.1 through 10.3 hereto, and (ii) Exhibit 99.1 hereto, the first three, the fifth and the sixth paragraphs and the section titled “Forward-Looking Statements” only), is incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-269119) filed with the Securities and Exchange Commission to be a part thereof from the date on which this report 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: March 23, 2023 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
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Exhibit 10.2
DATED MARCH 9, 2023
(A) FORT PRODUCTS LIMITED
and
(B) [NAME]
and
(C) JEFF’S BRANDS LTD.
SETTLEMENT AGREEMENT
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
THIS SETTLEMENT AGREEMENT is made as of the 9th day of March 2023
between:
| A. | FORT PRODUCTS LIMITED, a company incorporated in England (company number: 05636073) whose registered office is at 16 Euro Business Park, New Road, Newhaven, United Kingdom BN9 0DQ (“the Company”); |
| B. | [NAME] of [ADDRESS](the “Individual“); and |
| C. | JEFF’S BRANDS LTD., a company incorporated in the State of Israel under company no. 516356763, whose registered office is at 7, Alumot St., Omer 8496500, Israel (the “Buyer”). |
RECITALS
| 1 | The Individual believes that he may have statutory claims and/or contractual claims against the Company or its shareholders, officers, employees and ex-employees related to his engagement by the Company. |
| 2 | In order to achieve certainty and finality, it is the intention of the Individual and the Company in entering into this Agreement that it shall, without admission of liability on the part of the Company, provide a full, absolute and irrevocable release by the Individual of all current and future claims against the Company or any Group Company arising from his engagement by the Company prior to the Acquisition Date, whether or not he has knowledge of them, whether or not they are in the contemplation of the parties and whether or not they exist in law or fact at the date of this Agreement. |
| 3 | The Individual has received independent legal advice from a relevant independent adviser as to the terms and effect of this Agreement. |
IT IS AGREED as follows:
| 1 | INTERPRETATION |
The following definitions and rules of interpretation apply in this Agreement.
| 1.1 | Definitions: |
| Completion Date: | [●]. | |
| Group Company: | the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time. | |
| Post-Employment Notice Pay: | has the meaning given in section 402D of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA). | |
| Post-Employment Notice Period: | has the meaning given in section 402E(5) of ITEPA. | |
| Subsidiary and Holding Company: | in relation to a company mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee. | |
| Termination Date: | [●]. | |
| Termination Payment: | the sum of [●] | |
| Transitional Period: | the period of three months from the Completion Date | |
| Work: | the work undertaken by you during the Transitional Period | |
| Adviser: | [●] |
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| 2 | Transitional services and termination of employment |
| 2.1 | During the Transitional Period, you will remain employed by the Company in the same role as at the date of this agreement and you will continue to be paid your normal salary and benefits in the usual way. Such payments will be subject to tax and national insurance contributions as the Company is required by law to pay or deduct. |
| 2.2 | As at the Termination Date, you acknowledge that you will have worked your Notice Period and as such, you further agree that you are not entitled to any payment in respect of notice pay. The parties accordingly believe that your Post Employment Notice Period and Post Employment Notice Pay are £nil. |
| 2.3 | During the Transitional Period and up to the Termination Date you will be required to undertake the Work with all due care and skill and continue to comply with the terms of your contract of employment. |
| 2.4 | Your employment with the Company will terminate on the Termination Date. |
| 2.5 | The Company shall, subject to and conditional upon you complying with the terms of this agreement, pay within twenty one days of the Termination Date or upon receipt by the Company of a copy of this agreement signed by you, a copy of the re-executed settlement agreement (pursuant to clause 6) as signed by you and both a letter from the Adviser dated today’s date and the letter from the Adviser dated on or soon after the Termination Date in the form set out in Schedule 1, whichever is later, pay to you by way of compensation upon the termination of our employment the Termination Payment. |
| 2.6 | The Termination Payment will be tax free, as a termination award under the threshold within the meaning of sections 402A(1) and 403 of ITEPA. However, the Company gives no tax warranty as to the tax treatment of any payments made under this Agreement. |
| 2.7 | You shall be responsible for any further tax and employee’s National Insurance contributions due in respect of the Termination Payment [@Tony, can you please check and advise what was the intended cross-reference?] |
| 3 | COMPANY PROPERTY |
The Individual warrants that on or before the date of this Agreement the Individual will return to the Company all keys, electronic passes, identity badge, documents, recordings, photographs, laptop computer, computer hardware, computer discs, data sticks or cards, mobile telephone, Company credit card, and any other property belonging to the Company or any Group Company including any copies (in any medium whatsoever). The Individual warrants that they have not made or retained copies of or extracts from documents or any notes of or information relating to the business of the Company or any Group Company, caused others to do so or distributed the same to persons other than those authorised by the Company to be in possession of such documents.
| 4 | FULL AND FINAL SETTLEMENT AND WAIVER OF CLAIMS |
| 4.1 | The Individual acknowledges that he could bring proceedings against the Company or any Group Company and its shareholders, officers, employees and/or ex-employees in respect of the Claims (defined below). |
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| 4.2 | The Individual accepts the terms of this Agreement in full and final settlement of all and any claims, in all jurisdictions, whether under contract, at common law, under statute, pursuant to European Community Law or otherwise which the Individual has, or may have, but for this Agreement against the Company or any Group Company and/or its shareholders, officers, employees and/or ex-employees arising directly or indirectly from the Individual’s employment (to the extent he was employed) and/or engagement by the Company or its termination (but excluding any claim for personal injury of which the Individual is unaware and should not reasonably be aware at the time of signing this Agreement, any claim to enforce the terms of this Agreement and any claim for accrued pension rights). In particular, but without limitation, this release extends to any claim: |
| a) | for damages for wrongful dismissal or breach of contract including but not limited to any claim in respect of unpaid salary, bonus, commission, overtime, holiday pay, sick pay, pension contributions, benefits, allowances, re-imbursement of expenses, notice pay or any other termination or severance payment howsoever arising and in respect of stigma; |
| b) | for unfair dismissal under section 111 of the Employment Rights Act 1996 and any related claim for failure to provide a written statement of reasons for dismissal under section 93; |
| c) | for unauthorised deduction from wages or unauthorised payment, under section 23 of the Employment Rights Act 1996; |
| d) | for breach of the obligation to pay the national minimum wage, under sections 11,18, 19D and 24 of the National Minimum Wage Act 1998; |
| e) | for breach of any obligation in respect of working time, rest breaks or holiday pay, under regulation 30 of the Working Time Regulations 1998; |
| f) | for unlawful detriment including, but not limited to, on the grounds of making a protected disclosure, under section 48 of the Employment Rights Act 1996; |
| g) | in relation to employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996; |
| h) | for equal pay or equality of other terms, under sections 120 and 127 of the Equality Act 2010; |
| i) | for direct or indirect discrimination, harassment or victimisation because of sex, marriage and civil partnership, gender reassignment or pregnancy and maternity, under section 120 of the Equality Act 2010; |
| j) | for direct or indirect discrimination, harassment or victimisation because of colour, race, nationality or ethnic or national origin, under 120 of the Equality Act 2010; |
| k) | for direct or indirect discrimination, harassment or victimisation because of disability, failure to make reasonable adjustments, disability related discrimination and discrimination arising from disability, under section 120 of the Equality Act 2010; |
| l) | for direct or indirect discrimination, harassment or victimisation because of religion or belief, under section 120 of the Equality Act 2010; |
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| m) | for direct or indirect discrimination, harassment or victimisation because of sexual orientation, under section 120 of the Equality Act 2010; |
| n) | for direct or indirect discrimination, harassment or victimisation because of age, under section 120 of the Equality Act 2010; |
| o) | for damages for physical or psychiatric illness relating to any act of discrimination, harassment or victimisation; |
| p) | for damages for personal injury (whether for stress, depression or otherwise) that the Individual is aware of or should reasonably be aware of at the time of signing this Agreement; |
| q) | for less favourable treatment on the grounds of part-time status, under regulation 8 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000; |
| r) | in relation to parental rights and flexible working, under sections 80 and 80H of the Employment Rights Act 1996; |
| s) | for unlawful detriment in relation to leave for family and domestic reasons, under sections 47C of the Employment Rights Act 1996; |
| t) | under regulations 27 and 32 of the Transnational Information and Consultation etc. Regulations 1999; |
| u) | under regulations 29 and 33 of the Information and Consultation of Employees Regulations 2004; |
| v) | under paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006; |
| w) | under section 192 of the Trade Union and Labour Relations (Consolidation) Act 1992 (“TULRCA”) or otherwise to enforce the payment of any protective award for failure to inform and consult appropriate representatives in accordance with section 188 TULRCA; |
| x) | for any failure to inform and consult or otherwise in respect of appropriate representatives under regulations 15 and 16 of the Transfer of Undertakings (Protection of Employment) Regulations 2006; |
| y) | for breach of obligations under the Protection from Harassment Act 1997; |
| z) | for breach of obligations under the Human Rights Act 1998; |
| aa) | for breach of obligations under the Data Protection Act 1998, the Data Protection Act 2018 and/or the General Data Protection Regulations, |
(including all analogous legislation under the laws of Northern Ireland) which the Individual may otherwise have (the “Claims”).
| 4.3 | The Individual warrants and represents that as at the date of this Agreement: |
| 4.3.1 | he has disclosed to the Adviser all facts, circumstances and information relating to his employment and/or engagement by the Company and directorship with the Company and the termination of such employment and/or engagement and such directorship which the Adviser requires or may reasonably require in order to advise whether he has any claims against the Company and/or any Group Company and/or its shareholders, officers, employees and/or ex-employees; |
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| 4.3.2 | having taken legal advice from the Adviser he has notified the Company in writing of all and any actual or potential claims that he has or may be entitled to make against the Company or any Group Company or its shareholders, officers, employees and/or ex-employees either now or in the future, in respect of his employment and/or engagement by the Company and/or directorship and/or the termination of such employment and/or engagement and/or such directorship whether contractual, statutory or otherwise and that these are fully particularised in clause 2.2. |
| 4.3.3 | other than the Claims he has no other further claims or potential claims against the Company or any Group Company or its shareholders, officers, employees and/or ex-employees relating to his employment and/or engagement by the Company or directorship and he has not already instituted proceedings in relation to any claim or claims against the same; and |
| 4.3.4 | he is not aware of any conditions, illness, injury or other circumstances affecting him that may give rise to a personal injury claim against the Company or any Group Company. |
| 5 | Individual’S INDEPENDENT LEGAL ADVICE |
| 5.1 | The Individual warrants that he has before signing this Agreement taken advice from the Adviser on the terms and effect of this Agreement and in particular its effect on his ability to pursue a complaint before an Employment Tribunal, the County Court or High Court. |
| 5.2 | It is a condition of this Agreement that the Adviser provides the Certificate annexed to this Agreement at Schedule 1. |
| 5.3 | The Company shall pay the reasonable legal fees (up to a maximum of £500 plus VAT) incurred by you in obtaining advice on the termination of your employment the terms of this Agreement, such fees to be payable to the Adviser on production of an invoice addressed to you but marked as payable by the Company. |
| 6 | Re-execution clause of Settlement Agreement |
| 6.1 | You will take further legal advice from the Adviser within 7 days of the Termination Date and will provide the Adviser with all available information, facts and issues relevant to your termination at that point, which has not already been provided at the date of this Agreement, and which could give rise to a claim against the Company, or any of its officers, employees, workers or shareholders. You shall take advice from the Adviser on whether you have any claims other than the claims detailed in clause 4. Following such advice, you will notify the Company in writing of such claims which are identified (which shall become a claim settled under clause 4 of this Agreement) or that there are no such claims. |
| 6.2 | You will re-execute this Agreement on or within 7 days of the Termination Date, having complied with clause 6.1 and by doing so you will have confirmed: |
| 6.2.1 | your compliance with clause 6.1; |
| 6.2.2 | that the provisions of clause 4 extend to any claims notified in accordance with clause 6.1 and any or all claims which might have arisen up to the date of such re-execution; and |
| 6.2.3 | that the claims set out in clause 4 are all of the claims and proceedings (whether statutory or otherwise) that you consider you have, or may have, against the Company, any Group Company, its employees, workers, officers or shareholders arising out of or in connection with your employment prior to, on or after the Termination Date or otherwise. |
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| 7 | CONFIDENTIALITY |
| 7.1 | The Individual acknowledges that he possesses information which is confidential to the Company or nay Group Company and that his own use, or disclosure to any third party of such information would or may cause the Company or any Group Company harm and damage. Accordingly, the Individual undertakes that he will not, save as required by law, use himself or directly or indirectly disclose to any third party any such Confidential Information including all private, confidential information concerning the Company and/or Any Group Company’s business relationships or financial affairs. This clause shall not apply to information which shall become public knowledge other than through the acts or omissions of the Individual. Nothing in this Agreement shall prejudice the Individual’s continuing obligations to the Company at common law. |
| 7.2 | For the purposes of this Agreement “Confidential Information” shall mean any information relating to the Company or any Group Company or the business, prospective business, technical processes, computer software, intellectual property rights or finances of the Company or any Group Company including without limitation details of suppliers and their terms of business, details of customers and their requirements, the prices charged to and terms of business with the customers, marketing plans and sales forecasts, financial information, results and forecasts (save to the extent that these are included in published audited accounts), any proposals or correspondence relating to the acquisition or disposal of the Company or any Group Company or business or any part thereof or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, information relating to research activities, inventions, secret processes, designs, formulae and product lines, which comes into the Individual’s possession by virtue of his engagement by the Company, and any other information which the Company or any Group Company could reasonably be expected to regard as confidential, whether or not such information is reduced to a tangible form or marked in writing as “confidential” and any information which has been or may be derived or obtained from such information. |
| 7.3 | The Individual agrees not to make, or cause to be made, any derogatory or critical or disparaging remarks, comments or statements (whether orally or in writing) about the Company, any Group Company, its suppliers, customers, clients, investors, advisers, shareholders, officers, employees and ex-employees. |
| 7.4 | The Individual agrees that he has not and will not make, or cause to be made, any statement of any kind which is calculated or likely to diminish the reputation of the Company or any Group Company and/or its shareholders, officers, employees and/or ex-employees. |
| 7.5 | The Individual agrees that they have not and will not disclose the fact or contents of this Agreement without the prior written consent of the Company except to their partner (provided that they agree to keep such information confidential and the Individual agrees to be responsible for any breaches of confidentiality by them), professional advisers, HM Revenue & Customs or as otherwise required by law and that they will otherwise make no statement to any person or body relating to the termination of their employment nor any statement of any kind which is calculated or likely to diminish the reputation of the Company, any Group Company its shareholders, officers, employees and ex-employees. |
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| 7.6 | This clause 7 shall only bind the Individual to the extent allowed by law and is without prejudice to the Individual’s rights under section 43J Employment Rights Act 1996. |
| 8 | SETTLEMENT AGREEMENT |
The Company and the Individual confirm that, to the extent relevant, this Agreement satisfies the conditions regulating settlement agreements, compromise agreements and compromise contracts under Section 147 of the Equality Act 2010, Section 203(3) Employment Rights Act 1996, Section 77 (4A) Sex Discrimination Act 1975, Section 72 (4A) Race Relations Act 1976, Section 288 (2B) Trade Union and Labour Relations (Consolidation) Act 1992, Schedule 3A Part 1 Disability Discrimination Act 1995, Section 35(3) Working Time Regulations 1998 and Section 49(4) National Minimum Wage Act 1998, Regulation 41(4) Transnational Information & Consultation of Employees Regulations 1999, Regulation 9 of the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Schedule 4, Paragraph 2 (2) of the Employment Equality (Religion or Belief) Regulations 2003, Schedule 4, Paragraph 2(2) of the Employment Equality (Sexual Orientation) Regulations 2003, Regulation 40(4) Information and Consultation of Employees Regulations 2004 and Schedule 5, Paragraph 2(2) of the Employment Equality (Age) Regulations 2006 (together referred to as the “Acts”) including (where required) all analogous legislation under the laws of Northern Ireland.
| 9 | GOVERNING LAW AND JURISDICTION |
This Agreement is governed by the law of England and Wales and any dispute is subject to the exclusive jurisdiction of the Courts and Tribunals of England and Wales.
| 10 | MISCELLANEOUS |
| 10.1 | This Agreement although marked “without prejudice” will upon signature by all parties be treated as an open document evidencing an agreement binding on the parties. |
| 10.2 | This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and such counterparts or duplicates together shall constitute one and the same instrument. |
| 10.3 | This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements and understandings between them relating to the Individual’s engagement prior to the Acquisition Date. In entering into this Agreement neither party has relied on, either wholly or partly, or been induced to enter into this Agreement by any statement, representation, assurance or warranty made by or on behalf of the other party (whether orally or in writing) other than as expressly set out in this Agreement. Other than in respect of fraudulent misrepresentation or their own wilful default, neither party will be liable to the other (in equity, contract or tort, under the Misrepresentation Act 1967 or in any other way) for a representation that is not expressly set out in this Agreement. |
The Parties to this Agreement intend it to be a Deed and accordingly they, or their duly authorised representatives execute and deliver it as such on the date set out on page 1.
| Signed as a deed by | ) | |
| FORT PRODUCTS LIMITED | ) | |
| acting by a director in the presence of | ) | …………………………………………………… |
| Director |
`
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| Signature of witness | ………………………………………… | |
| Name (in BLOCK CAPITALS) | ………………………………………… | |
| Address | ………………………………………… | |
| ………………………………………… | ||
| ………………………………………… |
| Signed as a deed by | ) | |
| [name] | ) | …………………………………………………… |
| in the presence of: | ) |
| Signature of witness | ……………………………………… | |
| Name (in BLOCK CAPITALS) | ……………………………………… | |
| Address | ……………………………………… | |
| ……………………………………… | ||
| ……………………………………… |
| Signed as a deed by | ) | |
| JEFF'S BRANDS LTD. | ) | |
| acting by a director in the presence of | ) | …………………………………………… |
| Director |
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| Signature of witness | ………………………………………… | |
| Name (in BLOCK CAPITALS) | ………………………………………… | |
| Address | ………………………………………… | |
| ………………………………………… | ||
| ………………………………………… |
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SCHEDULE 1
Adviser’s Certificate
[To be printed on Adviser’s headed notepaper]
I confirm that:
| 1 | I am a relevant independent adviser within the meaning of the Acts as defined in clause 8 of this Agreement. |
| 2 | I have advised the Individual of the terms and effect of this Agreement and in particular its effect on his abilities to pursue a claim before an Employment Tribunal. |
| 3 | There is in force a contract of insurance or indemnity provided for members of a professional body covering the risk of a claim by the Individual in respect of loss arising in consequence of my advice. |
| Signed: | …………………….. | |
| Name: | …………………….. | |
| (IN CAPITALS) | ||
| Capacity: | …………………….. | |
| (e.g. Solicitor, Barrister, Advocate, Authorised litigator, Officer of Trade Union, Authorised Advice Centre Worker) | ||
| Date: | …………………….. | |
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Exhibit 10.3
Consultancy Agreement
This agreement is dated March 9, 2023
PARTIES
| (1) | Fort Products Ltd incorporated and registered in England and Wales with company number 05636073 whose registered office is at 16 Euro Business Park, New Road, Newhaven, BN9 0DQ (“the Company”, “us”, “our”, “we”); and |
| (2) | Sarah Davies-Broadhurst and Craig Davies of 17 Connaught Road, Seaford, East Sussex, BN25 2PT (“the Consultants, “you”). |
This document confirms the terms of our agreement concerning the provision of your consultancy services to the Company following its acquisition by Jeff’s Brands Ltd (“Buyer”).
1. Term
1.1 The appointment shall commence on March 9, 2023 (the “Commencement Date”) and, subject to the remaining terms of this agreement, shall continue until 6 months after the Completion Date (the “Expiry Date”).
2. Duties
2.1 You shall devote up to 4 hours per week to carrying out the following services during the term of this agreement:
(a) Communicating with vendors and customers of the business of the Company (the “Business”);
(b) Remotely attend meetings with the Buyer’s personnel and representatives during normal working hours and upon reasonable notice;
(c) Provide support and training to the Buyer and its personnel;
(d) Responding to questions from the Buyer regarding the Business;
(e) Forwarding to the Buyer any correspondence, telephone calls and payments received by you in connection with the Business;
(f) Assisting the Buyer with suppliers of the Business;
(g) Assisting the Company in the performance of any dilapidations and repairs as may be required in connection with the vacation of its leasehold interest situated and known as Unit 16, Euro Business Park, New Road, Newhaven, East Sussex, BN9 0BY (the “Property”) including assisting the Company in sourcing, negotiating and communicating with contractors and overseeing any works performed by such contractors; and
(h) Generally assisting the Buyer with any issues relating to the Business together (the “Services”).
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2.2 You shall provide the Services under the terms of this agreement with all reasonable care, and skill.
2.3 You must comply with any policies as notified to you by the Company from time to time.
2.4 You will make yourself available during normal working hours of 9.00am and 5.30pm UK time.
2.5 You have no authority (and shall not hold yourself out as having authority) to bind us, unless we have specifically permitted this in writing in advance. In particular, you shall not sign any documents, enter into any agreement nor make any promises on our behalf unless expressly authorised in writing in advance by us.
3. Fees and expenses
3.1 We shall pay you a fee at the rate of £2,500 per month. You shall submit invoices to us on a monthly basis setting out the hours that you (or any substitute) have worked for us during the preceding month. We will pay such invoices within two weeks of receipt.
3.2 We shall reimburse those expenses agreed with us in advance as necessary for the proper performance of the Services within two weeks of receipt of your invoice and all relevant receipts, or other evidence as we may reasonably require, to support the expense in each case.
4. Confidential information and Client property
4.1 You shall not use or disclose to any person either during or at any time after your engagement by us any confidential information about our Business or affairs or any of our Business contacts, or about any other confidential matters which may come to your knowledge in the course of providing the Services. For the purposes of this clause 4, Confidential Information means any information or matter which is not in the public domain and which relates to our affairs or any of our business contacts. For the avoidance of doubt, Confidential Information includes (but is not limited to) all data and information relating to the Business or the technology, customers or financial or other affairs of the Company, including but not limited to, proprietary and trade secret technology and accounting records to which access is obtained by the Consultant.
4.2 The restriction in clause 4.1 does not apply to:
(a) any use or disclosure authorised by us or as required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
4.3 All documents, equipment, manuals, hardware and software provided for your use by us, and any data or documents (including copies) produced, maintained or stored on our computer systems or other electronic equipment (including mobile phones if provided by us), remain our property.
4.4 Nothing in this clause 4 shall prevent you or us (or any of our officers, employees, workers or agents) from:
(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
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(b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or
(c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or
(d) complying with an order from a court or tribunal to disclose or give evidence; or
(e) making any other disclosure as required by law.
5. Intellectual property
5.1 You hereby assign to us all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services provided to us. You agree promptly to execute all documents and do all acts as may, in our opinion, be necessary to give effect to this clause 5.
5.2 You hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works.
6. Termination
Notwithstanding clause 1:
6.1 we may at any time terminate your engagement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) if:
(a) you are in material breach of any of your obligations under this agreement;
(b) other than as a result of illness or accident, after notice in writing, you wilfully neglect to provide or fail to remedy any default in providing the Services;
(c) you commit any gross misconduct affecting our business and/or are grossly negligent in the performance of the Services;
(d) you commit any fraud or dishonesty or act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests;
(e) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed);
(f) you are declared bankrupt or make any arrangement with or for the benefit of your creditors or have a county court administration order made against you under the County Court Act 1984;
(g) you commit any material breach of our policies and procedures;
(h) you commit any offence under the Bribery Act 2010; or
(i) you commit a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017.
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6.2 You or we may at any time terminate your engagement with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) by giving a two-week prior written notice of such termination, at any time following the lapse of the first three (3) months following the Commencement Date.
Any delay by us in exercising our rights to terminate shall not constitute a waiver of those rights.
7. Obligations on termination
Any property belonging to us in your possession or under your control, and any original or copy documents obtained by you in the course of providing the Services, shall be returned to the Company at any time on request and in any event on or before the termination of this agreement.
8. Status
8.1 You will be an independent contractor and nothing in this agreement shall render you our employee, worker, agent or partner and you shall not hold yourself out as such.
8.2 You shall be fully responsible for and indemnify us against any liability, assessment or claim for:
(a) Taxation, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against us arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission by us.
We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
8.3 Each of the foregoing provisions is a separate provision which shall apply and survive even if for any reason one or other of them is held inapplicable or unreasonable in any circumstance.
8.4 If you or the Company receive any enquiry from a relevant tax authority in relation to the payment of any tax or National Insurance under this agreement then each party shall as soon as reasonably possible inform the other of the fact that the enquiry has been made and of its nature.
9. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10. Third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and save for the Buyer, no person other than you and us shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case) without the consent of any third party.
11. Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
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Please acknowledge receipt of this agreement and acceptance of its terms by signing, dating and returning the enclosed copy.
| SIGNED BY | ||
| /s/ Viki Hakmon | ||
| By: | Viki Hakmon | |
| Title: | Chief Executive Officer | |
| For and on behalf of the Company | ||
| SIGNED BY Craig Davies | ||
| /s/ Craig Davies | ||
| The Consultant | ||
| SIGNED BY Sarah Davies-Broadhurst | ||
| /s/ Sarah Davies-Broadhurst | ||
| The Consultant | ||
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Exhibit 99.1
Jeffs’ Brands Launches Sales of Pest Control Brands on the Amazon U.S. Marketplace
Expands the brands' reach to Amazon’s most dominant territory
Tel Aviv, Israel, March 15, 2023 (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 that it has launched sales of its recently acquired brands of pest control products on Amazon Marketplace in the United States.
To date, the five private label brands had been sold mainly on Amazon.uk, generating approximately $5.8 million in revenues for 2022. The Company's main goal is the expansion of the brands' and products’ global reach.
According to ResearchDive, the North America rodent control market accounted approximately $1.6 billion in 2020 and is projected to grow with a CAGR of 5.2%. Pest control, which also includes rodent control, is an important industry in the U.S. as it ensures health & safety of people as well as industries that are infected by pests such as rodents.
"We believe our advanced technologies, unique marketing and advertising methods and professional team, enable us to identify and acquire brands and companies that operate in attractive sectors, expand their reach and potentially increase revenues," said Viki Hakmon, Chief Executive Officer of the Company. "Today we are taking the first step to leverage our new brands and products, targeting the leading market in the world. It is our intention to continue supporting and driving our brands forward."
The Company acquired the brands in connection with its previously announced acquisition of Fort Products Ltd, (“Fort”), a market leader in pest control products sold in several market niches of pest control products, which closed on March 9, 2023. Fort’s products’ estimated market share on Amazon.uk during 2022 was between 35.7% and 26.5%, as of July 2022. Currently, Fort’s brands and products have over 55,000 reviews, 82% of which are 4- and 5-star reviews.
At the closing, the Company acquired all of the outstanding shares of Fort for £1,600,000 (approximately $1,920,000) in cash, subject to a net working capital adjustment to be calculated in accordance with a pre-agreed formula. The adjusted purchase price is estimated to be approximately £2,000,000 (approximately $2,400,000). Such estimation is subject to a post-completion reconciliation by Jeffs’ Brands.
About Jeffs’ Brands Ltd
Jeffs' Brands is transforming the world of e-commerce by creating and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential. Through our stellar team’s insight into the FBA Amazon business model, we’re using 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 we are discussing our mission and growth and acquisition strategy and our intention to expand the brands' reach by launching their products in new territories and platforms. 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; and the other risks and uncertainties described in the Registration Statement on Form F-1, as amended, filed with the SEC related to our initial public offering 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, Israel
+972-(0)52-3044404
michal@efraty.com