Jeffs’ Brands’ Fort Technology announces C$5M private placement

Jeffs’ Brands (JFBR) announced that on August 12, 2025, Fort Technology. in which Jeffs’ Brands holds a 75.02% equity stake, has entered into a private placement of convertible debentures for gross proceeds of up to C$5M. The Convertible Debentures will mature on the date that is 2 years from the date of issuance and will bear interest at a rate of 10% per annum, payable quarterly with the first payment covering the period from the closing of the Private Placement to September 30, 2025. At the option of the holder, the principal amount of the Convertible Debentures is convertible into units of Fort at any time from the date of issuance and until the Maturity Date at a price equal to C$0.185 per Unit. Each Unit will consist of one common share of Fort and one warrant to purchase one Common Share at an exercise price of C$0.185 per Warrant Share. Each Warrant will be exercisable for a period of 5 years from the date of issuance of the Convertible Debentures. The Private Placement represents a valuation of approximately C$27M for Fort. The Private Placement was conducted by Fort in reliance upon certain prospectus exemptions. The Convertible Debentures, and the securities issuable upon conversion of the Convertible Debentures, will be subject to a holding period in compliance with applicable securities laws and TSX Venture Exchange rules. The net proceeds from the Private Placement will be used by Fort for general working capital requirements and the extension of a loan under the Loan Agreement. Each of the Company and the Company’s Chief Executive Officer participated in the Private Placement, with the Company purchasing Convertible Debentures for CAD 2.2 million. As such, the Private Placement constitutes a related-party transaction under the TSX Venture Exchange policies and under the Israeli Companies Law, 1999 and was approved by the Company and Fort in accordance with applicable law. The closing of the Private Placement is expected to occur in one or more tranches as determined by Fort, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the TSX Venture Exchange.