Vancouver, British Columbia – TheNewswire – June 2, 2025 - Plantify Foods, Inc. (TSXV: PTFY) ("Plantify" or the "Company") announces that it has entered into a share purchase agreement dated April 29, 2025 (the “Agreement”) with Jeffs’ Brands Ltd. (Nasdaq: JFBR) (the “Vendor”) and Smart Repair Pro (the “Target”), a California corporation, pursuant to which the Company will acquire 15,572 shares of common stock of the Target (the “Target Shares”), representing 100% of the issued and outstanding equity interests of the Target (the “Transaction”).
The Transaction will constitute a “Reverse Takeover” under TSX Venture Exchange (the “TSXV”) policy 5.2 Changes of Business and Reverse Takeovers (“Policy 5.2”) and is subject to acceptance of the TSXV.
Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in TSXV policy 1.1 Interpretation.
Business and History of the Target
The Target is an e-commerce, consumer packaged goods company, owning and operating two stores on the Amazon marketplace under the “fulfillment by Amazon” (“FBA”) model: (i) KnifePlanet and (ii) Whoobli.
The KnifePlanet store offers products under the following brands:
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(i)KnifePlanet, which offers complete premium stone knife-sharpening sets, sharpeners and nonslip rubber bases;
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(ii)CC-Exquisite, which offers professional steel soft-tip dart sets and darts holders under the brand, DARTS®; and
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(iii)PetEvo, which offers car door and car seats protectors for pets.
The Whoobli store offers punching bag sets and party supply kits for children.
Under the FBA model, the Target’s products are stored in Amazon fulfillment centres in order to take advantage of Amazon’s fulfillment infrastructure and allowing its products to be eligible for Amazon promotional activities, including free shipping to Amazon Prime subscribers. These products are subject to the same inventory control, fulfillment and shipping processes as Amazon owned products, and products under multiple item shipments are included in the same box as Amazon owned inventory.
In addition, the Target owns 100% of the issued and outstanding equity interests of Pure NJ Logistics LLC (“Pure”), a New Jersey corporation, and Jeffs’ Brands Holdings Inc., a Delaware corporation, which owns approximately 49.1% of the issued and outstanding equity interests of SciSparc Nutraceuticals Inc. (“SSN”), a Delaware corporation.
Pure operates an approximately 100,000 square foot logistics centre equipped with 20 loading docks (the “Logistics Centre”), situated near a major port in New Jersey, USA and in close proximity to Newark Liberty International and John F. Kennedy International Airports. The Logistics Centre supports the Vendor’s operations and offers services to third parties. The strategic location of the Logistics Centre enables Pure to streamline transportation and logistics operations for faster turnaround times and enhanced efficiency for inventory management and order fulfillment.
SSN owns and operates WellutionTM, an Amazon.com Marketplace brand, selling food supplements and cosmetics, 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.
WellutionTM offers four variations of natural hemp candy supplements under two parent Amazon Standard Identification Number (each, an “ASIN”) on Amazon that are differentiated by their hemp oil potency. The leading parent ASIN, launched in 2019, has received over 26,500 reviews and has been ranked among top sellers in the category.
The Target was founded in December 2017 by Viki Hakmon, the Target’s current chief executive officer. The Target began operating in June 2019 following its acquisition of the KnifePlanet brand, and subsequently acquired the CC-Exquisite store in August 2019.
On January 4, 2021, Xylo Technologies Ltd. (formerly, Medigus Ltd.) (“XTL”), a publicly traded company (Nasdaq: XYLO) incorporated under the laws of the State of Israel, acquired 50.01% of the issued and outstanding equity interests of the Target.
On May 10, 2021, the Target became a wholly-owned subsidiary of the Vendor pursuant to the terms of a stock exchange and plan of restructuring agreement, whereby the shareholders of the Target contributed all of the equity interests they owned in the Target to the Vendor in exchange for ordinary shares in the capital of the Vendor.
Financial Information of the Target
The following is a summary of the significant unaudited financial information of the Target and its operating subsidiaries as of December 31, 2024 (in USD thousands):
|
Target |
Pure |
|
|
Total Assets: |
4,942 |
7,709 |
|
Total Liabilities: |
(638) |
(7,137) |
|
Total Equity: |
(4,304) |
(572) |
|
Revenues: |
3,812 |
2,463 |
|
Net Profit (Loss): |
(1,486) |
78 |
In accordance with the terms of the Agreement, the Company will acquire the Target Shares from the Vendor and, in consideration therefor, the Company will issue to the Vendor:
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40,375,000 common shares in the capital of the Company (the Payment Shares”) at a deemed price per share of $0.424 per Payment Share, representing 75% of the Company’s issued and outstanding common shares (on a post-Transaction basis); and
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129,000,000 contingent value rights (the Payment Rights”), each entitling the holder thereof to acquire one common share in the capital of the Company (the “Contingent Right Shares”) for no additional consideration upon the satisfaction of the following milestones:
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a.as to 43,000,000 Payment Rights, upon the completion of a transaction resulting in the Company listing its securities on either the New York Stock Exchange or the Nasdaq Stock Market (each, a US Exchange”) or other transaction resulting in the issuance of shares listed on a US Exchange to shareholders of the Company in exchange for such common shares of the Company (in either case, an “Uplisting Transaction”) if such Uplisting Transaction is completed within 24 months of date of completion of the Transaction;
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b.as to 43,000,000 Payment Rights, upon the Resulting Issuer successfully closing, within 48 months of the date of completion of the Transaction, one or more equity and/or debt financings, raising an aggregate of US$8,000,000 or more; and
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c.as to 43,000,000 Payment Rights, upon the Resulting Issuer reaching annual revenues of a minimum of US$8,000,000 within 36 months after the first January following the date of completion of the Transaction, as shown on the audited financial statements for such periods.
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Based upon the issuance of the Payment Shares, the Transaction reflects a valuation of approximately $14,010,000, and, based upon the issuance of the Contingent Rights Shares, a valuation of approximately $17,000,000.
Following completion of the Transaction, the Company, as constituted following completion of the Transaction (the “Resulting Issuer”), will carry on the businesses currently conducted by the Target and its subsidiaries, and, accordingly, will be involved in the industrial industry sector. It is anticipated that the Resulting Issuer will have 53,834,239 common shares issued and outstanding immediately following completion of the Transaction.
The Company will issue 1,009,375 common shares of the Company to each of Capitalink Ltd. and L.I.A. Pure Capital Ltd. as finders’ fees (together, the “Finders’ Shares”) upon completion of the Transaction. Issuance of the Finders’ Shares is subject to acceptance of the TSXV.
Related Party Matters and Shareholder Approval
The Transaction is an Arm’s Length Transaction.
Other than as set out below, no Non-Arm’s Length Parties of the Company:
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have any direct or indirect beneficial interest in the Vendor or the Target;
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are Insiders of the Target; or
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have any relationship with the Non-Arm’s Length Parties to the Transaction.
Two directors of the Company, Moshe Revach and Israel Berenstein, are also directors of the Vendor.
With reference to section 4.1 of Policy 5.2, the Company does not intend to obtain the approval of its shareholders to the Transaction on the basis that:
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a.the Transaction is not a Related Party Transaction and no other circumstances exist which may compromise the independence of the Company or the directors or officers of the Company with respect to the Transaction;
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b.the Company is on notice to be transferred to the NEX;
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c.the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Transaction; and
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d.shareholder approval of any aspect of the Transaction is not required under applicable corporate laws or Securities Laws.
The Transaction is not subject to TSXV policy 5.9 Protection of Minority Security Holders in Special Transactions or Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
Principals and Insiders of the Resulting Issuer
On completion of the Transaction, the directors and senior officers of the Resulting Issuer and its material operating subsidiaries will be as follows:
|
Name |
Current Position with the Company or the Target |
Position with the Resulting Issuer and/or its subsidiaries |
|
Israel Berenstein |
Director of the Company |
Director of the Resulting Issuer |
|
Asaf Itzhaik |
Director of the Company |
Director of the Resulting Issuer |
|
Gabriel Kabazo |
Director, Chief Financial Officer and Corporate Secretary of the Company |
Director and Chief Executive Officer of the Resulting Issuer |
|
Moshe Revach |
Director of the Company |
Director of the Resulting Issuer |
|
Yehonatan Shachar |
Director of the Company |
Director of the Resulting Issuer |
|
Rowland Wallenius |
Director of the Company |
Director of the Resulting Issuer |
|
Oz Adler |
- |
Director and Chairman of the Resulting Issuer |
|
Ronen Zalayet |
Director of the Target |
Chief Financial Officer and Corporate Secretary of the Resulting Issuer |
A brief biographical description of the initial directors and officers of the Resulting Issuer is provided below.
Mr. Berenstein was appointed to the board of directors of the Company in July 2023 and has served as a director of the Vendor since December 2023. Mr. Berenstein has also served as a director of N2Off, Inc (formerly, Save Foods, Inc.) (Nasdaq: NITO) since August 2020 and as a director of Upsellon Brands Holdings Ltd. (TASE:UPSL) since May 2019. He recently became an independent lawyer and has been working out of a self-owned law firm. Previously, he worked at Ben Yakov, Shvimer, Dolv – Law Office from 2020 to 2022 and served in the legal department of Sonol Israel Ltd. from April 2010 to December 2020. Prior to this, Mr. Berenstein worked as a commercial lawyer and litigator for a leading Israeli law firm from July 2000 to April 2010. Mr. Berenstein earned an LL.B. and an M.A. in political science from Bar Ilan University in Israel and was admitted to the Israel Bar Association in 2000.
Mr. Itzhaik was appointed to the board of directors of the Company in September 2023. He has over 28 years’ experience managing an acclaimed Israeli optic brand that specializes in serving athletes and a wealth of experience in both retail and real estate. His extensive expertise includes business-to-consumer (B2C) and business-to-business (B2B) operations, providing him with a holistic understanding of market dynamics and consumer preferences. Mr. Itzhaik also serves as a director of Clearmind Medicine Inc. (Nasdaq: CMND). Mr. Itzhaik previously served as director of the Vendor from August 2022 to December 2023.
Gabriel Kabazo, Director, Chief Financial Officer and Corporate Secretary
Mr. Kabazo was appointed to the board of directors of the Company in January 2024 and has served as the Company’s chief financial officer and corporate secretary since July 2022. Since August 2020, Mr. Kabazo has served as CFO of Femto Technologies Inc., an Israeli-based Femtech company. Since 2009, Mr. Kabazo has been with TELUS Telecommunications Company and currently (since 2018) holds the title of Sr. Strategy Manager, Environment Management, Shared Services, Business Transformation & Operations. From 2002-2011 he served as CFO for m-Wise Inc. (OTCBB:MWIS). From 2000-2002, Mr. Kabazo served as Controller for On Track Innovations Ltd. (OTCQX:OTIVF). Mr. Kabazo received a B.A. in Accounting & Economics from Tel Aviv University in 1997 and earned his C.P.A. (Israel) designation in 1999. In 2006 he earned an MBA (Financing) from the University of British Columbia, Sauder School of Business.
Mr. Revach was appointed to the board of directors of the Company in December 2022 andhas served as a director of the Vendor, since August 2021. Mr. Revach has also served as director of ParaZero Technologies Ltd. since February 2022 and director of SciSparc Ltd. (Nasdaq: SPRC), and LLN IT Solutions. He is currently the Deputy Mayor of the city of Ramat Gan, Israel, and has held the sports and government relations portfolios in the Ramat Gan municipality since 2018. He has also served in various positions in the Ramat Gan municipality since 2008. Mr. Revach previously served as a director of Biomedico Hadarim Ltd. from 2019 to 2020 and as a director of the RPG Economic Society from 2013 to 2018. Mr. Revach holds an LL.B from the Ono Academic College, Israel, and a B.A in management and economics from the University of Derby.
Mr. Shachar was appointed to the board of directors of the Company in January 2024. He has served on the board of directors of Clearmind Medicine Inc. since April 2020 (Nasdaq: CMND). Mr. Shachar has served as the Chief Executive Officer of Heroic Media Ltd., a digital marketing agency that works with leading Israeli e-commerce brands since February 2020. Before this role, from June 2019 until February 2021, Mr. Shachar served as the CEO of Chiron Refineries, where he led a merger with Upsellon brands. Mr. Shachar has an LLB in Law and M.B.A in Business from the IDC International University in Herzliya, Israel.
Mr. Wallenius was appointed to the board of directors of the Company in February 2018. Mr. Wallenius also serves as the Chief Financial Officer of Conuma Resources Limited, a role he has served in since April 2021. Mr. Wallenius previously served as Chief Financial Officer and Corporate Secretary of Eastern Platinum Ltd. (TSX: ELR), a role he served in from 2016 to 2021, and as CFO of Minera Boleo between November 2012 and July 2014. Mr. Wallenius earned his Chartered Accountant (CA) designation in 1996.
Oz Adler, Proposed Director and Chairman of the Board of Directors
Mr. Adler, CPA, has served as a director of the Vendor since September 2021. Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. From December 2020 to April 2021, Mr. Adler served as the chief financial officer of XTL, and, from August 2021 to October 2022, he served as a director of Elbit Imaging Ltd. (TASE: EMITF). Mr. Adler also worked in the audit department of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, between December 2012 and August 2017. Additionally, Mr. Adler currently serves on the board of directors of numerous private and publicly traded companies, including: Clearmind Medicine Inc. (Nasdaq: CMND) (FSE:CWY), Rail Vision Ltd. (Nasdaq: RVSN), and serves as the chief executive officer and chief financial officer of SciSparc Ltd. (Nasdaq: SPRC). Mr. Adler is a certified public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel.
Ronen Zalayet, Proposed Chief Financial Officer and Corporate Secretary
Mr. Zalayet has served as the Chief Financial Officer of the Vendor since and as a director of the Target since March 2023. Mr. Zalayet has over 20 years of experience working in financial leadership positions in private and public companies, including in growing fintech and technology companies. Mr. Zalayet has served as the chief executive officer and director of Shemen Oil and Gas Resources Ltd, an Israeli company listed on the Tel Aviv Stock Exchange (TASE: SOG) that explores oil and natural gas from July 2021 until December 2023. From November 2019 to June 2021, Mr. Zalayet served as the chief financial officer of Colugo Systems Ltd., a company operating in the transportation field, and from 2016 to 2020, he served as a consultant, director and head of the Israeli office of Access Capital Markets Limited, a finance boutique company headquartered in the United Kingdom. Mr. Zalayet holds a B.A. in Economics and Accounting and an MBA from Tel Aviv University, Israel, and is a certified public accountant in Israel.
On completion of the Transaction, the Insiders of the Resulting Issuer, other than the directors and officers named above, are anticipated to be as follows:
|
Name, Jurisdiction of Incorporation (if applicable) |
Background |
|
Jeffs’ Brands Ltd., Israel |
Jeffs’ Brands Ltd is an e-commerce, consumer packaged goods company operating primarily on Amazon. It was incorporated in Israel in March 2021 to provide various services, such as management, operation and logistics, marketing and financial services to its subsidiaries that operate online stores for the sale of various consumer products on Amazon, utilizing the FBA model. |
|
Viki Hakmon |
Mr. Hakmon has served as the chief executive officer of the Vendor since its inception on March 7, 2021 and as a director of the Vendor since September 2021. |
|
Naor Bergman |
Mr. Bergman has served as the chief operating officer of the Vendor since April 2021. Mr. Bergman holds a B.A. in Economics and Sustainability from Reichman University, Israel. |
|
Liron Carmel |
Mr. Carmel has served as a director of the Vendor since September 2021. Mr. Carmel has also served as the chief executive officer of XTL since April 2019. |
|
Tali Dinar |
Mrs. Dinar has served as a director of the Vendor since September 2021. Mrs. Dinar has also served as chief financial officer of XTL since June 2021. Mrs. Dinar holds a B.A. in Accounting and Business Administration from The College of Management, Israel. |
|
Amitay Weiss |
Mr. Weiss has served as a director of the Vendor since August 2022. He has also served as chairman of the board of directors of N2Off, Inc. (Nasdaq: NITO) since August 2020. Mr. Weiss served as chief executive officer of SciSparc Ltd (Nasdaq: SPRC) from August 2020 to January 2022 and serves now as its chairman of the board of directors. Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration and an LL.B. from Ono Academic College, Israel. |
|
Tomer Etzyoni |
Mr. Etzyoni has served as a director of the Vendor since August 2022. Mr. Etzyoni holds a B.A in Physical Education and Movement, majoring in posture from Kibbutzim College, Israel, a certificate in gym and health clubs instructor from Wingate Institute, Israel, posture and kinesiology specialty certificate from Wingate Institute, Israel, Yir Karni’s neuration course, Wingate Institute, Israel, Thai stretches course, from Broshim Campus, Israel, athletics instructor certificate from Kibbutzim College, Israel and a certificate in ergonomics and posture specialty from Kibbutzim College, Israel. |
On completion of the Transaction, the Company will be renamed “Smart online logistics Inc.”, subject to approval of the British Columbia Registrar of Companies, or such other name as the Vendor and the Company may determine.
Financing and Loan Arrangements
The Company may undertake a financing in conjunction with the Transaction. The details of any financing will be presented in a future updating news release. No deposit, advance or loan has been or will be made by the Company in connection with the Transaction.
Conditions to Completion of the Transaction
Completion of the Transaction is subject to a number of conditions. Key conditions include the following:
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the Vendor obtaining a “Pre Ruling” approval for the Transaction from the Israeli Tax Authority in accordance with Section 103T of the Income Tax Ordinance (New Version),1961, which confirms that the Transaction complies with the conditions set forth in Section 103 and therefore, can be carried out as a tax free transaction;
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the completion, to the satisfaction of each party, of their respective due diligence investigations;
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receipt of an independent valuation report evidencing that the fair market value of the Target Shares is equal or greater than $14,010,000;
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receipt of all consents and notices necessary for the consummation of the Transaction, including receipt by the Company of acceptance of the TSXV to the Transaction;
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receipt of all authorizations required to permit the Resulting Issuer to carry on the business of the Target after completion of the Transaction;
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no material adverse changes having occurred to the Company, the Target Shares, or the business or operations of the Target; and
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other customary conditions to closing.
Pursuant to TSXV policy 2.2 Sponsorship and Sponsorship Requirements (“Policy 2.2”), a Sponsor is required to be retained in connection with a Reverse Takeover (the “Sponsorship Requirement”), unless an exemption to the Sponsorship Requirement is available under Policy 2.2 or the TSXV exercises its discretion to grant a waiver of the Sponsorship Requirement. The Company intends to apply to the TSXV for a waiver of the Sponsorship Requirement in connection with the Transaction.
The common shares of the Company will remain halted for trading pending further filings with the TSXV.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Contacts:
Gabriel Kabazo
Chief Financial Officer and Corporate Secretary
Phone: (778) 601-8420
Investor Relations
Email: ir@plantifyfoods.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements:
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding but not limited to the completion of the Transaction, the issuance of the Finders’ Shares, the business of the Resulting Issuer, the constitution of the board and management of the Resulting Issuer and the change of name of the Company. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Plantify’s current beliefs and is based on information currently available to Plantify and on assumptions it believes are reasonable. These assumptions include but are not limited to the Company receiving TSXV acceptance of the filing submission relating to the Transaction. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Plantify to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting Plantify; the timing and availability of external financing on acceptable terms; and loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Plantify’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur.
The forward-looking information contained in this news release represents the expectations of Plantify as of the date of this news release and, accordingly, is subject to change after such date. Plantify expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
