Nexera Technologies Ltd 6-K, filed May 5, 2025
Nexera Technologies Ltd (NEXR)
About this 6-K
Nexera Technologies Ltd filed this 6-K on May 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of
Commission file number:
(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
Reference is made to the Report of Foreign Private Issuer on Form 6-K furnished by Jeffs’ Brands Ltd (the “Company”) to the U.S. Securities Exchange Commission on March 11, 2025 (the “Prior 6-K”).
In connection with the acquisition of Pure NJ Logistics LLC (“Pure Logistics”) by Smart Repair Pro, a wholly owned subsidiary of the Company, pursuant to a purchase agreement dated March 10, 2025 (the “Acquisition”), as disclosed in the Prior 6-K, the Company is filing with this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) the unaudited pro forma condensed combined financial information of the Company updated to reflect the effect of the Acquisition as if it had occurred on December 31, 2024 and on January 1, 2025, as Exhibit 99.1 and the audited consolidated financial information of Pure Logistics for the year ended December 31, 2024 as Exhibit 99.2.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.
This 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and File No. 333-280459), to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information. | |
| 99.2 | Audited Consolidated Financial Information of Pure NJ Logistics LLC, for the year ended December 31, 2024. | |
| 99.3 | Consent of Elkana Amitai, CPA, independent registered accounting firm for Pure NJ Logistics LLC | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
2
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: May 5, 2025 | By: | /s/ Ronen Zalayet |
| Ronen Zalayet | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On March 10, 2025, Jeffs’ Brands Ltd, or the Company, or Jeffs’ Brands, entered into a purchase agreement, or the Agreement, with Smart Repair Pro, a wholly-owned subsidiary of the Company, or Smart Repair, Pure NJ Logistics LLC, or Pure Logistics, a New Jersey limited liability company that operates a strategically located logistics center in New Jersey, and the then holders of the issued and outstanding equity interests of Pure Logistics, L.I.A. Pure Capital Ltd., Eliyahu Yoresh and Tal Yoresh, or the Sellers, pursuant to which, at the closing (the “Closing”), the Sellers sold to Smart Repair, and Smart Repair purchased from the Sellers, all of the issued and outstanding equity interests of Pure Logistics, for an aggregate purchase price of approximately $2.6 million, or the Acquisition. The Closing occurred on March 18, 2025 or the Closing Date.
The unaudited pro forma condensed combined balance sheets are based on the individual historical balance sheets of the Company and Pure Logistics, prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, as of December 31, 2024, and has been prepared to reflect the effect of the Acquisition, which was completed on March 18, 2025, as if it had occurred on December 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 gives effect to the Acquisition as if it had occurred on January 1, 2024, the beginning of the Company’s fiscal year. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma financial statements were prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission, or the SEC, Regulation S-X, or Article 11 of Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.
The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Company’s historical audited financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 20-F filed to the SEC by Jeffs’ Brands on March 31, 2025, the historical audited financial information of Pure Logistics for the year ended December 31, 2024 included as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K, or this Form 6-K
The unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
As of December 31, 2024
(U.S. dollars in thousands)
| Jeffs’ Brands Ltd | Pure Logistics LLC | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||
| Assets | |||||||||||||||||
| Current Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 2,564 | $ | 47 | $ | (2,347 | ) | 3(a) | $ | 264 | |||||||
| Restricted deposit | 17 | 247 | - | 264 | |||||||||||||
| Trade receivables | 420 | 305 | (26 | ) | 3(b) | 699 | |||||||||||
| Other receivables | 491 | 19 | - | 510 | |||||||||||||
| Inventory | 4,052 | - | - | 4,052 | |||||||||||||
| Total Current Assets | 7,544 | 618 | (2,373 | ) | 5,789 | ||||||||||||
| Non-current assets: | |||||||||||||||||
| Property, plant and equipment, net | 184 | 212 | - | 396 | |||||||||||||
| Investment accounted for using the equity method | 754 | - | - | 754 | |||||||||||||
| Investment at fair value | 5 | - | - | 5 | |||||||||||||
| Intangible assets, net | 4,945 | 1,200 | 1,533 | 3(a) | 7,678 | ||||||||||||
| Operating lease right-of-use assets | 292 | 5,679 | 5,971 | ||||||||||||||
| Total Non-current Assets | 6,180 | 7,091 | 1,533 | 14,804 | |||||||||||||
| Total Assets | $ | 13,724 | 7,709 | (840 | ) | 20,593 | |||||||||||
| Liabilities | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Trade payables | $ | 458 | $ | 8 | $ | $ | 466 | ||||||||||
| Other accounts payable | 1,242 | 830 | (26 | ) | 3(b) | 2,046 | |||||||||||
| Deferred tax liability | - | - | 378 | 3(a) | 378 | ||||||||||||
| Related parties payables | 15 | 63 | 500 | 3(a) | 578 | ||||||||||||
| Total Current liabilities | 1,715 | 901 | 852 | 3,468 | |||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Lease liability | 199 | 5,116 | - | 5,315 | |||||||||||||
| Deferred Taxes | 33 | 33 | |||||||||||||||
| Loans from related parties | - | 1,120 | (1,120 | ) | 3(a) | - | |||||||||||
| Derivative Liability | 6,220 | - | 6,220 | ||||||||||||||
| Total None Current liabilities | 6,452 | 6,236 | (1,120 | ) | 11,568 | ||||||||||||
| Total Liabilities | $ | 8,167 | 7,137 | (268 | ) | 15,036 | |||||||||||
| Shareholders’ Equity: | |||||||||||||||||
| Ordinary shares, no par value per share | |||||||||||||||||
| Additional paid-in-capital | $ | 21,637 | $ | 561 | $ | (561 | ) | 3(c) | $ | 21,637 | |||||||
| - | |||||||||||||||||
| - | |||||||||||||||||
| Accumulated (deficit) Profit | (16,080 | ) | 11 | (11 | ) | (c) | (16,080 | ) | |||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 5,557 | 572 | (572 | ) | 5,557 | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 13,724 | 7,709 | (840 | ) | 20,593 | ||||||||||||
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2024
(U.S. dollars in thousands)
| Jeffs’ Brands Ltd | Pure Logistics LLC | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||
| Revenues | $ | 13,688 | 2,463 | (362 | ) | 3(d) | 15,789 | ||||||||||
| Cost of goods sold | 12,119 | 1,975 | 362 | 3(d) | 13,732 | ||||||||||||
| Gross profit | 1,569 | 488 | - | 2,057 | |||||||||||||
| Sales and marketing | 1,302 | 60 | 180 | 1,542 | |||||||||||||
| General and administrative | 5,405 | 327 | - | 5,732 | |||||||||||||
| Equity Loses | 1,186 | - | - | 1,186 | |||||||||||||
| Other income | (120 | ) | - | - | (120 | ) | |||||||||||
| Operating loss | (6,204 | ) | 101 | (180 | ) | (6,283 | ) | ||||||||||
| Finance expenses, net | 1,290 | 23 | - | 1,313 | |||||||||||||
| (Loss) Profit before taxes | (7,494 | ) | 78 | (180 | ) | (7,596 | ) | ||||||||||
| Tax expenses | 310 | - | - | 310 | |||||||||||||
| Net (loss) Profit for the period | (7,804 | ) | 78 | (180 | ) | (7,906 | ) | ||||||||||
| Weighted-average ordinary shares used in computing net loss per share, basic and diluted | 1,715,817 | (*) | 1,715,817 | (*) | 1,715,817 | (*) | 1,715,817 | (*) | |||||||||
| (Loss) Profit per ordinary share (basic and diluted) | (4.55 | )(*) | 0.05 | (*) | (0.10 | )(*) |
(4.60 | )(*) | |||||||||
| (*) | Share and per share data in these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split of the Company’s ordinary shares at a ratio of 1-for-13 effected on November 20, 2024. |
3
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information
Note 1 - Basis of presentation
The unaudited pro forma condensed combined statement of operations for the period ended December 31, 2024, presents pro forma effect to the Acquisition, which was completed on March 18, 2025, as if it had been completed on January 1, 2024 and was derived from the Company’s historical audited financial statements for the year ended December 31, 2024 included in the Annual Report on Form 20-F filed to the SEC by Jeffs’ Brands on March 31, 2025 and the historical audited financial information of Pure Logistics for the year ended December 31, 2024 included as Exhibit 99.2 to this Form 6-K.
The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP.
The unaudited pro forma condensed combined balance sheets as of December 31, 2024, assumes that the Acquisition occurred on December 31, 2024.
The unaudited pro forma condensed combined statement of balance sheets as of December 31, 2024, has been prepared using, and should be read in conjunction with, the following:
| ● | Jeffs’ Brands audited consolidated statement of balance sheets as of December 31, 2024, and the related notes, included in the Annual Report on Form 20-F filed with the SEC by Jeffs’ Brands on March 31, 2025; and |
| ● | Pure Logistics’ audited consolidated balance sheets as of December 31, 2024, and the related notes, included as Exhibit 99.2 to this Form 6-K. |
4
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, have been prepared using, and should be read in conjunction with, the following:
| ● | Jeffs Brands’ audited consolidated statement of operations for the period ended December 31, 2024, and the related notes included in the Annual Report on Form 20-F filed with the SEC by Jeffs’ Brands on March 31, 2025; and |
| ● | Pure Logistics’ audited consolidated statement of comprehensive income for the year ended December 31, 2024, and the related notes attached as Exhibit 99.2 to this Form 6-K. |
Information has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that Jeffs’ Brands’ believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Jeffs’ Brands’ believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management at the time of the Closing Date and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. Jeffs’ Brands’ has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
5
The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company following consummation of the Acquisition filed consolidated income tax returns during the periods presented.
Note 3 - Pro Forma Adjustments
The following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, giving effect to the Acquisition as if it had been consummated on January 1, 2024, all of which are based on preliminary estimates that could change significantly as additional information is obtained:
(a) The purchase price allocation is as follows (in thousands):
| Cash payment | $ | 2,347 | ||||||
| Deferred cash consideration | 500 | |||||||
| Total consideration | 2,847 | |||||||
| Less: Acquired tangible net assets | 572 | |||||||
| Less: Short-term loans | 1,120 | |||||||
| Excess purchase price | 1,155 | |||||||
| Fair value adjustments: | ||||||||
| Intangible asset – customer relationships | 1,261 | |||||||
| Deferred tax liabilities | (378 | ) | ||||||
| Total fair value adjustments | 883 | |||||||
| Goodwill | 272 |
The cash payment in the aggregate amount of approximately $2.3 million was paid upon the Closing.
The deferred cash consideration represents the cash deferred payment to be used to repay the promissory notes in the aggregate principal amount of $500 thousand, pro-rated to each Seller’s percentage of ownership in Pure Logistics, bearing an annual interest rate of 9%, which was issued by Smart Repair to the Sellers at the Closing, to be repaid by Smart Repair in ten monthly installments of $50 thousand each, pro-rated to each Seller’s percentage of ownership in Pure Logistics, beginning on the sixth month anniversary of the Closing Date. The deferred cash consideration was deemed to approximate the fair value of the promissory notes.
The pro forma adjustments give effect to the forward acquisition accounting, and specifically:
(1) to recognize $1,261 thousand of Pure Logistics’ identified intangible assets comprised of customer relationships with an 5-year useful life;
(2) to recognize $378 thousand of Pure Logistics’ deferred tax liabilities associated with the identified intangible assets; and
(3) to recognize Pure Logistics’ goodwill of $272 thousand.
| (b) | Represents intercompany balance outstanding as of December 31, 2024. |
| (c) | Represents the consolidation equity elimination upon consolidation of Pure Logistics. |
| (d) | Represents intercompany transactions between Smart Repair and Pure Logistics for the period. |
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Exhibit 99.2
Pure NJ Logistics LLC
Financial
Statements
As of December 31, 2024
Pure NJ Logistics LLC
Financial Statements
As of December 31, 2024
TABLE OF CONTENTS
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managers and Members of Pure NJ Logistics LLC
Opinion
We have audited the financial statements of Pure NJ Logistics LLC (the “Company”), which comprise the balance sheets as of December 31, 2024, and 2023, and the related statements of operation and comprehensive income, statements of members’ deficit, and statement of cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
2
In performing an audit in accordance with U.S. GAAS, we:
| ● | Use professional judgment and exercise professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and internal control related matters identified during our audit.
/s/ Elkana Amitai CPA
Mitzpe Netofa, Israel
May 5, 2025
3
BALANCE SHEETS
U.S. dollars in thousands
| As
of December 31, | ||||||||||
| 2024 | 2023 | |||||||||
| Note | USD in thousands | |||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 47 | 66 | ||||||||
| Rental Deposit | 3 | 247 | 247 | |||||||
| Trade receivables | 305 | 279 | ||||||||
| Other current receivables | 19 | 7 | ||||||||
| Total current assets | 618 | 599 | ||||||||
| Non-current assets | ||||||||||
| Fixed assets, net | 4 | 212 | 241 | |||||||
| Intangible assets | 5 | 1,200 | 1,200 | |||||||
| Operating lease right-of-use asset | 6 | 5,679 | 6,519 | |||||||
| Total non-current assets | 7,091 | 7,960 | ||||||||
| TOTAL ASSETS | 7,709 | 8,559 | ||||||||
| LIABILITIES AND MEMBERS’ EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Trade payables | 8 | 112 | ||||||||
| Operating lease liability | 6 | 830 | 773 | |||||||
| Other current payables | 7 | 63 | 114 | |||||||
| Total current liabilities | 901 | 999 | ||||||||
| Operating lease liability non-current | 6 | 5,116 | 5,946 | |||||||
| Members loans | 8 | 1,120 | 1,120 | |||||||
| TOTAL LIABILITIES | 7,137 | 8,065 | ||||||||
| Members’ equity | ||||||||||
| Members Contributions | 561 | 561 | ||||||||
| Retained Earnings | 11 | (67 | ) | |||||||
| Total equity | 572 | 494 | ||||||||
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | 7,709 | 8,559 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
U.S. dollars in thousands except share and per share data
| Year ended December 31, | ||||||||||
| 2024 | 2023 | |||||||||
| Note | USD in thousands | |||||||||
| Revenues | 2,463 | 2,438 | ||||||||
| Cost of revenues | 9 | (1,975 | ) | (2,281 | ) | |||||
| Gross profit | 488 | 157 | ||||||||
| Sales and marketing expenses | (60 | ) | (28 | ) | ||||||
| General and administrative expenses | 10 | (327 | ) | (293 | ) | |||||
| Operating profit (loss) | 101 | (164 | ) | |||||||
| Financial expenses, net | 11 | (23 | ) | (21 | ) | |||||
| Net profit (loss) | 78 | (185 | ) | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
STATEMENTS OF MEMBERS’ DEFICIT
For the year ended December 31, 2024
U.S. dollars in thousands
| Additional paid in capital | Accumulated Surplus (deficit) | Total equity | ||||||||||
| USD in thousands | ||||||||||||
| BALANCE AS OF DECEMBER 31, 2022 | 412 | 118 | 530 | |||||||||
| CHANGES DURING 2023: | ||||||||||||
| Members contributions | 149 | - | 149 | |||||||||
| Profit for the year | - | (185 | ) | (185 | ) | |||||||
| BALANCE AS OF DECEMBER 31, 2023 | 561 | (67 | ) | 494 | ||||||||
| CHANGES DURING 2024: | ||||||||||||
| Profit for the year | - | 78 | 78 | |||||||||
| BALANCE AS OF DECEMBER 31, 2024 | 561 | 11 | 572 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| Year
ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Cash flows from Operating Activities | ||||||||
| Loss for the year | 78 | (185 | ) | |||||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Depreciation | 29 | 29 | ||||||
| Changes in right of use asset | 840 | 812 | ||||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in other current assets | (12 | ) | 131 | |||||
| Increase (decrease) in trade payables | (105 | ) | 102 | |||||
| Increase in trade receivables | (26 | ) | (113 | ) | ||||
| Change in operating lease liability | (772 | ) | (719 | ) | ||||
| Increase (decrease) in other payables | (51 | ) | (306 | ) | ||||
| Net cash used in operating activities | (19 | ) | (249 | ) | ||||
| Cash flows from Financing Activities | ||||||||
| Members loans | - | 159 | ||||||
| Members contributions | - | 149 | ||||||
| Net cash provided by financing activities | - | 308 | ||||||
| Increase in cash and cash equivalents and restricted cash | (19 | ) | 59 | |||||
| Cash and cash equivalents and restricted cash at the beginning of the period | 66 | 7 | ||||||
| Cash and cash equivalents and restricted cash at the end of the period | 47 | 66 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
NOTE 1 - GENERAL
Pure NJ Logistics LLC (the “Company”) was incorporated in the State of New Jersey on February 28, 2022. The Company’s registered address is 1200 Fuller Road, Linden, NJ, USA.
The Company provides a range of logistics services through its warehouse operations. These services include container unloading and loading, short and long-term storage, packaging, and shipping of kits to customers. Additionally, the Company engages in Fulfillment by Amazon (FBA) activities, wherein sellers who do not have storage facilities with Amazon store their products with the Company, which then transfers these products to Amazon as required.
In March 2022, the company purchased a warehouse business from United Warehouse Inc. The company purchased 100% of the business. The purchased business included: a) equipment, furniture, vehicles, fixers, and other personal property. b) Customer and mailing lists. c) proprietary rights of the business. d) all of the seller’s rights, title, and interest in the administration and marketing owned by the seller and used in or which the seller has the right to use in the business, as well as all associated goodwill. The business purchase was to establish a warehouse business for the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation of the financial statements:
The Company’s financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC).
b. Use of estimates, assumptions and judgments:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.
Intangible assets
Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired, and impairment loss is recognized.
8
Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
c. Financial statements in U.S. dollars:
The functional currency is the currency that best reflects the economic environment in which the Company operates and conducts its transactions. The Company’s management believes that the functional currency of the Company is the U.S. dollar.
Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate.
d. Cash and cash equivalents:
Cash equivalents are short-term, highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired, and investments with maturities of longer than three months where the investment can be liquidated before the maturity date without a significant penalty.
e. Fair value of financial instruments:
The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
| Level 1 | — | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |
| Level 2 | — | Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. | |
| Level 3 | — | Unobservable inputs are used when little or no market data are available. |
The carrying amounts of cash and cash equivalents, trade payable and accrued expenses and other payables approximate their fair value due to the short-term maturity of such instruments.
The carrying amount of warrant liabilities is recorded at the fair value at each reporting period.
f. Leases
Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. When the Company’s lease did not provide an implicit rate, the Company used its incremental borrowing rate in determining the present value of lease payments. The implicit rate within the operating leases is generally not reasonably determinable, therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at the commencement date in determining the present value of lease payments.
9
Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. The operating lease ROU asset excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from short-term leases for facilities and equipment. Instead, the Company recognizes the lease payments in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
g. Revenue recognition:
The Company applies ASC 606 “Revenue from contracts with customers” (“ASC 606”). Under ASC 606, revenue is measured as the amount of consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is recognized when or as performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.
At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services. The Company then allocates the transaction price (the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied.
h. Customer Concentration
For the fiscal year ended December 31, 2024, sales to major customers accounted for a significant portion of the Company’s total revenue. Revenue from Customer A amounted to approximately USD 393 thousand in 2024, compared to approximately USD 483 thousand during the same period in 2023. Revenue from Customer B totaled approximately USD 360 thousand in 2024, compared to approximately USD 66 thousand during the same period in 2023. Revenue from Customer C was approximately USD 300 thousand in 2024, compared to USD 0 thousand during the same period in 2023. Revenue from Customer D amounted to approximately USD 0 thousand in 2024, compared to approximately USD 255 thousand during the same period in 2023. These customers collectively represented approximately 43% of total revenue in 2024 and 24% in 2023.
NOTE 3 - RENT DEPOSIT
This amount relates to a security deposit required under the terms of the lease agreement for the Company’s warehouse facility. The deposit is held by the landlord for the duration of the lease and is restricted from general use by the Company. The funds will remain restricted until the lease terminates and all obligations under the lease are fulfilled.
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Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
NOTE 4 - FIXED ASSETS, NET
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Cost: | ||||||||
| Office furniture | 51 | 51 | ||||||
| Equipment | 228 | 228 | ||||||
| Vehicles | 7 | 7 | ||||||
| Total Cost | 286 | 286 | ||||||
| Less – accumulated depreciation | (74 | ) | (45 | ) | ||||
| Fixed assets, net | 212 | 241 | ||||||
Depreciation expenses for the years ended December 31, 2024, and December 31, 2023, were $29 and $29, respectively.
NOTE 5 - INTANGIBLE ASSET
As of December 31, 2024, the Company has recorded goodwill of $1,200 on the balance sheet. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test, or more frequently if events or changes in circumstances indicate that the asset might be impaired, no impairment was identified.
NOTE 6 - LEASES
As of December 31, 2024, the Company has a one year and 10 months lease for its warehouses with an option to extend the lease for another 5 years. The lease and the extension option end in November 30, 2025, and December 14, 2030, respectively.
As of December 31, 2024, the Right-of-Use (ROU) asset and corresponding lease liabilities are recorded as follows:
| ● | ROU Asset: $5,679 |
| ● | Current Lease Liability: $830 |
| ● | Non-Current Lease Liability: $5,116 |
The ROU asset is being depreciated over the initial lease term and is subject to impairment review as per the Company’s accounting policy. The lease liability represents the present value of future lease payments, discounted at the Company’s incremental borrowing rate of 3.5%.
The lease liability is classified as a current liability for the portion of payments due within 12 months and as a non-current liability for the remaining balance.
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Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
Contractual undiscounted cash flow:
| Year | USD | |||
| 2025 | 1,022 | |||
| 2026 | 1,052 | |||
| 2027 | 1,084 | |||
| 2028 | 1,117 | |||
| 2029 | 1,150 | |||
| 2030 | 1,185 | |||
| 6,610 | ||||
Lease information
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Operation lease cost | 992 | 963 | ||||||
| Total lease cost | 992 | 963 | ||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Operation cash flows from finance lease | 992 | 963 | ||||||
| Cash paid for amount included in the measurement of lease liability | 772 | 719 | ||||||
| Weighted average remaining lease term- operating lease | 7 | 8 | ||||||
| Weighted average discounted rate- operating lease | 3.5 | % | 3.5 | % | ||||
NOTE 7 - OTHER CURRENT PAYABLES
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Institutions | 4 | 7 | ||||||
| Accrued expenses | 1 | 107 | ||||||
| Others | 58 | - | ||||||
| 63 | 114 | |||||||
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Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
NOTE 8 - MEMBERS LOANS
During the years ended December 31, 2024, and December 31, 2023, the Company received loans from its members to support its operations. The loans bear interest at a rate of 2% per annum. In 2024 and 2023 members provided loans totaling $0 and $15, respectively. Interest expenses related to these loans amounted to $22 and $20 for the years ended December 31, 2024, and 2023, respectively.
NOTE 9 - COST OF REVENUES
Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Payroll and related expenses | 486 | 549 | ||||||
| Lease expenses and maintenance | 1,341 | 1,342 | ||||||
| Shipping and transportation expenses | 81 | 343 | ||||||
| Materials | 32 | 14 | ||||||
| Depreciation | 29 | 29 | ||||||
| Other | 6 | 4 | ||||||
| 1,975 | 2,281 | |||||||
NOTE 10 - GENERAL AND ADMINISTRATIVE
| Year
ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Professional services | 129 | 153 | ||||||
| Office expenses | 93 | 70 | ||||||
| Insurance | 10 | 8 | ||||||
| Travel expenses | 17 | 22 | ||||||
| Other | 78 | 40 | ||||||
| 327 | 293 | |||||||
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Pure NJ Logistics LLC
NOTES TO THE FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
NOTE 11 - FINANCIAL EXPENSE (INCOME), NET
| Year
ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Member loan interest and others | 22 | 20 | ||||||
| Other | 1 | 1 | ||||||
| 23 | 21 | |||||||
NOTE 12 - RELATED PARTIES
| a. | In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties. |
| (i) | The transactions with the related party are as follows: |
| Year
ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Member loan interest | 22 | 20 | ||||||
| Revenue | 615 | 686 | ||||||
| (ii) | Balances owed to (by) related parties |
| Year
ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Member loan | 1,120 | 1,120 | ||||||
| Accrued interest to members | 55 | 32 | ||||||
| Accounts receivable | 35 | 1 | ||||||
| Deferred revenue | - | 52 | ||||||
NOTE 13 - SUBSEQUENT EVENTS
On March 18, 2025, the Company was acquired by Smart Repair Pro, a wholly owned subsidiary of Jeffs’ Brands Ltd (Nasdaq: JFBR). Pursuant to the terms and conditions of the purchase agreement, Smart Repair Pro acquired 100% of the issued and outstanding equity interests of the Company from its existing members. Concurrent with the completion of the acquisition, the members’ loans were converted into equity. The total consideration for the acquisition comprised a base payment of $2,347, which included the rent deposit previously paid by the sellers, and an additional deferred payment of $500.
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Exhibit 99.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Pure NJ Logistics LLC
We hereby consent to the incorporation by reference in the Registration Statements of Jeffs’ Brands Ltd (“Jeffs’ Brands”) 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 in the Registration Statements of Jeffs’ Brands on Form S-8 (File No. 333-269119 and File No. 333-280459), of our report, dated May 5, 2025, with respect to our audit of the financial statements of Pure NJ Logistics LLC as of December 31, 2024, included in this Report of Foreign Private Issuer on Form 6-K furnished by Jeffs’ Brands.
Sincerely,
/s/ Elkana Amitai CPA
May 5, 2025
