Jeffs' Brands Ltd - Early Warning Regarding Acquisition Of Common Shares In Connection With Shares For Debt Transaction Of Fort Technology Inc.

Executive Summary

• Jeffs’ Brands Ltd converted USD 2,462,767 of debt owed by Fort Technology Inc. into 3,401,603 common shares at a deemed price of $0.99 per share.
• The transaction increased Jeffs’ Brands’ ownership to approximately 77.8% on a non‑diluted basis (84.3% partially diluted) following a prior 7‑for‑1 share consolidation.
• The debt settlement triggered the filing of an early‑warning report under NI 62‑103/62‑104.

Key Details

• Debt Settlement: USD 2,462,767 converted to CAD 3,367,587.60 (Bank of Canada rate as of 2025‑12‑24).
• Shares Issued: 3,401,603 common shares issued from treasury at a deemed issue price of $0.99 per share.
• Pre‑Settlement Holdings (Jeffs’ Brands): 14,285,714 shares + 9,428,571 contingent rights (~75.02% non‑diluted, 83.29% partially diluted).
• Post‑Consolidation Adjustment: Company completed a 7‑for‑1 share consolidation on 2025‑10‑01; all share counts adjusted accordingly.
• Post‑Settlement Holdings (Jeffs’ Brands): 17,687,317 shares + 9,428,571 contingent rights (~77.83% non‑diluted, 84.33% partially diluted).
• Contingent Rights: 9,428,571 rights exercisable into an equal number of shares upon meeting predetermined milestones.
• Purpose of Holdings: Investment; no current plan to acquire additional securities or dispose of holdings, though future actions may occur based on market conditions.
• Regulatory Filings: Early warning report filed as required by NI 62‑103/62‑104; available on SEDAR+ website.

Notable Quotes

(No executive quotes provided in the release.)