Jeffs’ Brands enters agreement to acquire 49% of SciSparc Nutraceuticals

Jeffs’ Brands (JFBR) announced that it has entered into a definitive agreement with SciSparc (SPRC), to purchase from it approximately 49% of the outstanding capital stock of SciSparc Nutraceuticals, a wholly-owned subsidiary of SciSparc that owns Wellution for $2.5 million in cash. The stock interest of Jeffs’ Brands in the Subsidiary is expected to be held by a wholly-owned Delaware subsidiary of Jeffs’ Brands. In addition, the Agreement also includes a mutual share exchange between SciSparc and the Company of restricted shares in the total amount of $300,000. The number of shares in the share exchange will be calculated based on the average closing price of the relevant company’s shares for 30 consecutive trading days ending on the third trading day immediately prior to closing the transaction. The closing of the transaction is subject to certain customary conditions and is expected to be completed within seven business days. At closing, the Company and the Subsidiary will enter into a consulting agreement by which the Company will provide management services for the Brand for a monthly fee of $20,000. The agreement is for an undefined period of time, and may be terminated by either party with 30-days’ advance notice. The Brand is profitable with millions of dollars in gross annual sales on the Amazon market place. The Brand sells dozens of hemp-based, top-ranked products, including hemp gummies, hemp oil capsules, hemp gel, hemp cream, detox pills, height pills, antibacterial creams, and anti-aging creams, among other beauty and hair treatment products that are all manufactured in the United States The Brand offers eight variations of natural hemp candy supplements under two parent Amazon Standard Identification Number on Amazon that are differentiated by their hemp oil potency. The leading parent ASIN, that was launched in 2019, has received over 26,500 reviews and has consistently ranked as the #1 best seller in the category. In total, the Brand had approximately 40,000 product reviews to date, most of which are 4 and 5-star reviews. Mr. Oz Adler, the Chairman and a director of the Company is the Chief Executive Officer and Chief Financial Officer of SciSparc, Mr. Amitai Weiss, the Chairman of SciSparc, is a director of Jeff’s Brands, and Mr. Moshe Revach is a member of the board of directors of the Company and SciSparc.