As filed with the Securities
and Exchange Commission on November 6, 2025
Registration No. 333 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JEFFS’ BRANDS LTD
(Exact name of registrant as specified in its
charter)
| State of Israel |
|
Not applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
7 Mezada St. Bnei Brak, Israel 5126112
(Address of Principal Executive Offices)
Jeffs’ Brands Ltd 2024 Share Incentive
Plan
(Full title of the plan)
Puglisi & Associates
850 Library Ave., Suite 204, Newark, DE 19711
Tel: (302) 738-6680
(Name, Address and Telephone Number of Agent for
Service)
Copies to:
Dr. Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100 |
Oded Har-Even, Esq.
Angela Gomes, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 660-3000 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
| |
Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is being filed to register 242,873 additional ordinary shares, no par value (the “Ordinary Shares”),
of Jeffs’ Brands Ltd (the “Company”, “Registrant,” “we,”
“our” or “us”) available for the issuance of awards under the Jeffs’ Brands
Ltd 2024 Share Incentive Plan (the “2024 Plan”).
On June 25, 2024, we filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-280459) (the “Prior Registration Statement”), registering 1,575,000 Ordinary Shares available
for the issuance of awards under the 2024 Plan. On November 20, 2024 and on June 16, 2025, we effected a 1-for 13 reverse split
and a 1-for-17 reverse split, respectively, of our issued and outstanding Ordinary Shares which adjusted the number of Ordinary Shares
available for the issuance of awards under the 2024 Plan to 7,127 Ordinary Shares.
In accordance with and pursuant
to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this
Registration Statement, and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified
in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under
the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8
instructions. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the 2024
Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We hereby incorporate by reference the following
documents (or portions thereof) that we have filed with or furnished to the Commission:
| |
(a) |
Our Annual Report on Form
20-F for the year ended December 31, 2024, filed with the Commission on March 31, 2025 (File No. 001-41482) (the “Annual
Report”); and |
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|
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(b) |
Our Reports of Foreign Private Issuer on Form 6-K furnished with the Commission on April
7, 2025, April
28, 2025, May
2, 2025, May
5, 2025, May
8, 2025, May
15, 2025, May
29, 2025, June
12, 2025, June
23, 2025, June
26, 2025, July
8, 2025, July
21, 2025, July 24,
2025, August 5, 2025, August
13, 2025, August 21,
2025, August 25, 2025, August
29, 2025, September 5,
2025, September 9, 2025, September
10, 2025, September 22,
2025, October 15, 2025, October
16, 2025, October 27,
2025 and November 3,
2025; and |
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|
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(c) |
The description of the Ordinary Shares and warrants to purchase Ordinary Shares, which is contained
in our Registration Statement on Form
8-A, filed with the Commission on August 25, 2022 (File No. 001-41482), including any amendment or report
filed for the purpose of updating such description, including as amended by Exhibit
2.10 to the Annual Report and any further amendment or report filed for the purpose of updating such description. |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, and all Reports of Foreign Private Issuer on Form 6-K subsequently
furnished by the Company to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated
into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof
from the respective dates of filing or furnishing (as applicable) of such documents.
Any statement contained in
this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement
contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
| 4.1 |
|
Amended
and Restated Articles of Association of Jeffs’ Brands Ltd (filed as Exhibit 3.1 to Report of Foreign Issuer on Form 6-K (File
No. 001-41482) filed on May 15, 2025 and incorporated herein by reference). |
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| 5.1* |
|
Opinion of Meitar | Law Offices,
Israeli counsel to Jeffs’ Brands Ltd, as to the legality of the Company’s Ordinary Shares. |
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| 23.1* |
|
Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, independent registered public accounting firm. |
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| 23.2* |
|
Consent of Elkana Amiti, CPA, independent registered accounting firm for Pure NJ Logistics LLC. |
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| 23.3* |
|
Consent of Meitar | Law Offices,
Israeli counsel to Jeffs’ Brands Ltd (included in the opinion filed as Exhibit 5.1 to this Registration Statement). |
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|
|
| 24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement). |
| |
|
|
| 99.1 |
|
Jeffs’
Brands Ltd 2024 Share Incentive Plan (filed as Exhibit 99.1 to Registration Statement on Form S-8 (File No. 333-280459) filed on
June 25, 2024, and incorporated herein by reference). |
| |
|
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| 107* |
|
Filing Fee Table. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Bnei Brak, Israel, on November 6, 2025.
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JEFFS’ BRANDS LTD |
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|
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By: |
/s/ Eliyahu Zamir |
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|
Name: |
Eliyahu Zamir |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned officers
and directors of Jeffs’ Brands Ltd, hereby severally constitute and appoint Eliyahu Zamir and Ronen Zalayet, and each of them individually,
our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements,
including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said attorney full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said
attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on
the dates indicated.
| Signature |
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Title |
|
Date |
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|
| /s/ Eliyahu
Zamir |
|
Chief Executive Officer |
|
November 6, 2025 |
| Eliyahu Zamir |
|
(Principal Executive Officer) |
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| /s/ Ronen
Zalayet |
|
Chief Financial Officer |
|
November 6, 2025 |
| Ronen Zalayet |
|
(Principal Financial and
Accounting Officer) |
|
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|
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| /s/ Oz Adler |
|
Chairman and Director |
|
November 6, 2025 |
| Oz Adler |
|
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| /s/ Liron
Carmel |
|
Director |
|
November 6, 2025 |
| Liron Carmel |
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| /s/ Tali Dinar |
|
Director |
|
November 6, 2025 |
| Tali Dinar |
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| /s/ Moshe
Revach |
|
Director |
|
November 6, 2025 |
| Moshe Revach |
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| /s/ Tomer
Etzyoni |
|
Director |
|
November 6, 2025 |
| Tomer Etzyoni |
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| /s/ Israel
Bernstein |
|
Director |
|
November 6, 2025 |
| Israel Bernstein |
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| /s/ Amitay
Weiss |
|
Director |
|
November 6, 2025 |
| Amitay Weiss |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Jeffs’
Brands Ltd, has signed this Registration Statement on Form S-8 on November 6, 2025.
| |
PUGLISIGI & ASSOCIATES |
| |
|
|
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
II-4
Exhibit 5.1
November 6, 2025
Jeffs’ Brands Ltd
7 Mezada St.
Bnei Brak 5126112
Israel
RE: Registration
on Form S-8
Ladies and Gentlemen:
We
have acted as Israeli counsel to Jeffs’ Brands Ltd, an Israeli company (the “Company”), in connection with its
filing of a registration statement on Form S-8 on or about November 6, 2025 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 242,873 of the Company’s
ordinary shares, no par value (the “Ordinary Shares”), which may be issued under the Jeffs’ Brands Ltd 2024 Share
Incentive Plan (the “Plan”).
In
our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of
the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions
of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and
other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination,
we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any
facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of
public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated
to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been
provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition,
we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of
services performed for the Company).
We
are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of
Israel.
On
the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when
issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and pursuant to the terms of the awards
that may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we
do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities
Act.
This
opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments
that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions
expressed herein.
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Very truly yours, |
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|
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/s/ Meitar | Law Offices |
| |
Meitar | Law Offices |
S-8
EX-FILING FEES
0001885408
Fees to be Paid
true
false
0001885408
1
2025-11-06
2025-11-06
0001885408
1
2025-11-06
2025-11-06
0001885408
2
2025-11-06
2025-11-06
0001885408
2025-11-06
2025-11-06
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-8
Jeffs' Brands Ltd
Table 1: Newly Registered Securities
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| Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
Rule |
|
Amount Registered |
|
Proposed Maximum Offering
Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee |
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| Equity |
|
Ordinary Shares, no par value |
|
(1) |
|
Other |
|
242,873 |
|
$ |
2.4180 |
|
$ |
587,266.91 |
|
0.0001381 |
|
$ |
81.10 |
| |
|
|
|
|
|
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|
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|
|
| Total Offering Amounts: |
|
$ |
587,266.91 |
|
|
|
|
81.10 |
| Total Fee Offsets: |
|
|
|
|
|
|
|
81.10 |
| Net Fee Due: |
|
|
|
|
|
|
$ |
0.00 |
__________________________________________
Offering Note(s)
| (1) | |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
Represents ordinary shares of the Company, no par value per share (“Ordinary Shares”), issuable under the Registrant’s 2024 Share Incentive Plan.
Pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high ($2.46) and low ($2.376) sales price of the Ordinary Shares as reported on the Nasdaq Capital Market on November 5, 2025. |
Table 2: Fee Offset Claims and Sources
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| Line Item Type |
|
Registrant or Filer Name
|
|
Notes |
|
Form or Filing Type
|
|
File Number
|
|
Initial Filing Date |
|
Filing Date |
|
Fee Offset Claimed |
|
Security Type Associated with Fee Offset Claimed |
|
Security Title Associated with Fee Offset Claimed |
|
Unsold Securities Associated with Fee Offset Claimed |
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
|
Fee Paid with Fee Offset Source |
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| Rule 457(p) |
| Fee Offset Claims |
|
Jeffs' Brands Ltd |
|
(1) |
|
F-1 |
|
333-288355 |
|
06/26/2025 |
|
|
|
$ |
81.10 |
|
Equity |
|
Ordinary Shares, no par value |
|
|
47,229,984 |
|
$ |
46,322.72 |
|
$ |
|
| Fee Offset Sources |
|
Jeffs' Brands Ltd |
|
(2) |
|
F-1 |
|
333-288355 |
|
|
|
06/26/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81.10 |
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__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
Offset Note(s):
| (2) | |
Pursuant to Rule 457(p), the registration fee due under this registration statement is being paid with filing fees that have been previously paid with respect to 47,229,984 Ordinary Shares of the Company which remain unsold under the Registrant’s Registration Statement on Form F-1 (File No. 333-288355), filed on June 26, 2025 (the “Prior Registration Statement”). On July 24, 2025 the Company filed an amendment to the Prior Registration Statement to remove the 47,229,984 Ordinary Shares and terminated the offering of the unsold securities. After the payment of this registration fee, an amount of $46,241.6184 previously paid fees with respect to the Registration Statement on Form F-1 (File No. 333-288355) will remain available for future filing fees. |