Exhibit 99.1
JEFFS’ BRANDS LTD
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page | |
Interim Condensed Consolidated Financial Statements as of June 30, 2023 | |
Condensed Consolidated Balance Sheets (unaudited) | 2 |
Condensed Consolidated Statements of Operations (unaudited) | 3 |
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | 4 |
Condensed Consolidated Statements of Cash Flows (unaudited) | 5 |
Notes to the Condensed Consolidated Financial Statements | 6 |
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JEFFS’ BRANDS LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, | December 31, | |||||||||
Note | 2023 | 2022 | ||||||||
ASSETS | Unaudited | Audited |
||||||||
USD in thousands | ||||||||||
CURRENT ASSETS: | ||||||||||
Cash and cash equivalents | ||||||||||
Trade receivables | ||||||||||
Other receivables | ||||||||||
Inventory | ||||||||||
Total current assets | ||||||||||
NON-CURRENT ASSETS: | ||||||||||
Property and equipment, net | ||||||||||
Investment in SciSparc Nutraceuticals Inc. accounted for using the equity method | 3a. | |||||||||
Investment in SciSparc Ltd. at fair value | 3b. | |||||||||
Intangible assets, net | 3c.,4 |
|||||||||
Deferred taxes | ||||||||||
Operating lease right-of-use assets | ||||||||||
Total non-current assets | ||||||||||
TOTAL ASSETS | ||||||||||
LIABILITIES AND EQUITY | ||||||||||
CURRENT LIABILITIES: | ||||||||||
Trade payables | ||||||||||
Other payables | ||||||||||
Related party payables | 4b. | |||||||||
Short-term loans | ||||||||||
Total current liabilities | ||||||||||
NON-CURRENT LIABILITIES: | ||||||||||
Derivative liabilities | 5 | |||||||||
Operating lease liabilities | ||||||||||
Total non-current liabilities | ||||||||||
TOTAL LIABILITIES | ||||||||||
SHAREHOLDERS’ EQUITY: | ||||||||||
Ordinary shares, |
par value per share - Authorized: ||||||||||
Additional paid-in-capital | ||||||||||
Accumulated deficit | ( |
) | ( |
) | ||||||
TOTAL SHAREHOLDERS’ EQUITY | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
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JEFFS’ BRANDS LTD
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended June 30, | ||||||||
U.S. dollars in thousands (*) | ||||||||
Unaudited | ||||||||
2023 | 2022 | |||||||
Revenues | ||||||||
Cost of sales | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
Sales and marketing | ||||||||
General and administrative | ||||||||
Equity losses | ||||||||
Other income, net | ( | ) | ||||||
Operating loss | ( | ) | ( | ) | ||||
Financial expenses (income), net | ( | ) | ||||||
Loss before taxes | ( | ) | ( | ) | ||||
Tax expenses | ||||||||
Net loss for the period | ( | ) | ( | ) | ||||
Loss per ordinary share (basic and diluted) | ( | ) | ( | ) | ||||
Weighted-average ordinary shares used in computing net loss per share, basic and diluted |
(*) |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
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JEFFS’ BRANDS LTD
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
Six Months Ended June 30, 2023 (Unaudited)
Ordinary Shares | Additional paid-in- | Retained earnings (Accumulated | ||||||||||||||||||
Number | Amount | capital | deficit) | Total | ||||||||||||||||
BALANCE AT DECEMBER 31, 2022 | ( | ) | ||||||||||||||||||
Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
Issuance of ordinary shares to SciSparc Ltd. (Note 3b.) | ||||||||||||||||||||
BALANCE AT JUNE 30, 2023 | ( | ) |
Six Months Ended June 30, 2022 (Unaudited)
Ordinary Shares | Additional paid-in- | Retained earnings (Accumulated | ||||||||||||||||||
Number | Amount | capital | deficit) | Total | ||||||||||||||||
BALANCE AT DECEMBER 31, 2021 | ( | ) | ||||||||||||||||||
Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
Debt extinguishment of shareholders’ loans | - | |||||||||||||||||||
BALANCE AT June 30, 2022 | ( | ) |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
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JEFFS’ BRANDS LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands | ||||||||
Unaudited | ||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||||||||
Net loss for the period | ( | ) | ( | ) | ||||
Adjustments to reconcile net loss to net cash from (used in) operating activities: | ||||||||
Exchange differences on cash and cash equivalent | ||||||||
Amortization of intangible assets | ||||||||
Depreciation | ||||||||
Accrued interest and amortization of discount on third party, related party and shareholders’ loans | ||||||||
Loss from change in the fair value of a financial asset at fair value | ||||||||
Equity losses | ||||||||
Change in fair value of derivative liabilities | ( | ) | ||||||
Changes in deferred taxes, net | ( | ) | ||||||
Changes in operating assets and liabilities: | ||||||||
Decrease in trade receivables | ||||||||
Decrease (increase) in related parties balance | ( | ) | ||||||
Operating lease right-of-use assets | ( | ) | ||||||
Operating lease liabilities | ||||||||
Decrease (increase) in other receivables | ( | ) | ||||||
Increase in inventory | ( | ) | ( | ) | ||||
Increase in accounts payable and other payables | ||||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Purchase of SciSparc Nutraceuticals Inc.(see note 3.a) | ( | ) | ||||||
Purchase of intangible asset (see note 3.c) | ( | ) | ||||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||
Short term loan received | ||||||||
Short term loan repaid | ( | ) | ||||||
Net cash from (used in) financing activities | ( | ) | ||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||
LOSSES FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ( | ) | ||||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | ||||||||
Supplemental disclosure of cash flow information: | ||||||||
Taxes paid | ||||||||
Interest paid | ||||||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Deferred offering costs included in other payables | ||||||||
Issuance of | ||||||||
Consideration payable to sellers of Fort Products Ltd. included in other payables | ||||||||
Consideration payable to seller of SciSparc Nutraceuticals Inc. shares included in other payables | ||||||||
Substantial modification of shareholders’ loans recorded in equity |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — GENERAL INFORMATION
a. General
Jeffs’ Brands Ltd (the “Company” or “Jeffs’ Brands”) was incorporated in Israel on March 7, 2021. As of September 26, 2023, the Company had five wholly owned subsidiaries — Smart Repair Pro (“Smart Pro”), Top Rank Ltd. (“Top Rank”), Jeffs’ Brands Holdings Inc. (“Jeffs’ Brands Holdings”), Fort Products Ltd. (“Fort”) and Fort Products LLC (“Fort US”), and together with Smart Pro, Top Rank and Jeffs’ Brands Holdings, the “Subsidiaries”. The Company and the Subsidiaries (“Group”) are engaged in the acquisition, improvement and operation of virtual stores (the “Brands”) mainly on the Amazon.com (“Amazon”) website.
Smart Pro, a private corporation incorporated under the laws of the State of California, was established on December 20, 2017, and commenced its operations in June 2019. As of June 30, 2023, Smart Pro operated four Brands on the Amazon website.
In April 2021, Top Rank, an Israeli company, was incorporated as a wholly owned subsidiary of Jeffs’ Brands.
On February 23, 2023, Jeffs’ Brands Holdings, was incorporated and registered under the laws of the State of Delaware as a wholly owned subsidiary of Jeffs’ Brands.
On March 9, 2023, the Company purchased all of the issued and outstanding share capital of Fort, a company incorporated under the laws of England and Wales. For additional information see note 3.c.
On April 23, 2023, Fort US was incorporated and registered under the laws of the State of Delaware as a wholly owned subsidiary of Jeffs’ Brands Holdings.
On February 23, 2023, the Company purchased
approximately
b. Concentration Risk
The Group’s activities are mainly conducted through Amazon’s commercial platform. Any material change, whether temporary or permanent, including changes in Amazon’s terms of use and/or its policies, may affect sales performance, and may have a material effect on the Group’s financial position and the results of its operations.
In addition, the Group is engaged with a small number of suppliers as part of the production process of its brands. Any material changes in the supply process, whether temporary or permanent, may affect sales performance, and may have a material effect on the Group’s financial position and the results of its operations.
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — GENERAL INFORMATION (cont.)
c. Liquidity
During the six months ended June 30,
2023, the Group incurred a net loss of $
The Group intends to continue to finance its operating activities through the sale of products via the Brands and through raising additional capital, as needed.
Management believes that expected cash flows are sufficient to support the Group’s current operations for more than 12 months from September 26, 2023, the issuance date of these condensed consolidated financial statements.
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
a. Unaudited Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.
b. Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Group. All intercompany balances and transactions have been eliminated in consolidation.
c. Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, derivative liability, useful lives of intangible assets, intangible assets impairment as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (cont.)
In the preparation of these condensed consolidated financial statements, the significant judgments exercised by management in the application of the Group’s accounting policies and the uncertainty involved in the key sources of those estimates were identical to the ones used in the Group’s consolidated financial statements for the year ended December 31, 2022.
d. Significant Accounting Policies
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the Group’s financial statements for the year ended December 31, 2022.
Affiliates
The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”. Upon initial recognition, the cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee.
Following an acquisition, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment.
Fair value measurement
Shares of an entity held by the Company, over which the Company does not have significant influence, are accounted for as financial assets at fair value.
The Group’s financial asset in respect of the investment in SciSparc Ltd. (“SciSparc”) is classified within Level 1 of the fair value hierarchy, because the ordinary shares have quoted prices as they are traded on the Nasdaq Stock Market LLC.
e. Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements.
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD
a. | On February 23, 2023, the Company and Jeffs’ Brands Holdings entered into a stock purchase agreement
(as amended on March 22, 2023, the “Wellution Agreement”), with SciSparc, pursuant to which, on March 22, 2023, Jeffs’
Brands Holdings acquired from SciSparc |
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD (cont.)
a.(cont.)
In connection with the closing of the
Wellution Agreement, on March 22, 2023, the Company entered into a consulting agreement with Wellution (the “SciSparc Consulting
Agreement”), pursuant to which the Company will provide management services to Wellution for the Wellution brand for a monthly
fee of $
The investment in Wellution was accounted for as an equity investment under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”. Upon initial recognition, the cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee.
February 23, 2023 – June 30, 2023 | ||||
USD in thousands | ||||
Balance as of January 1, 2023 | ||||
Purchase on February 23, 2023 | ||||
Equity losses | ( | ) | ||
Balance as of June 30, 2023 |
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD (cont.)
Summarized financial information:
February 23, 2023 – June 30, 2023 | ||||
USD in thousands | ||||
Revenues | ||||
Net loss | ( | ) |
b. | Pursuant to the Wellution Agreement, in connection with the closing of the Wellution Agreement, on March
22, 2023, the Company issued |
The investment in SciSparc was accounted for as financial asset through profit and loss.
March 23, 2023 – June 30, 2023 | ||||
USD in thousands | ||||
Balance as of January 1, 2023 | ||||
Purchase on March 23, 2023 | ||||
Revaluation losses | ( | ) | ||
Balance as of June 30, 2023 |
c. | On
March 2, 2023, the Company entered into a share purchase agreement (the “Fort SPA”), with the holders (the “Sellers”),
of all of the issued and outstanding share capital of Fort, a company incorporated under the laws of England and Wales and engaged in
the sale of pest control products primarily through Amazon.uk, pursuant to which on March 9, 2023, the Company acquired all of the issued
and outstanding share capital of Fort, for approximately £ |
Although employees were on the payroll of Fort, as part of the Fort SPA, the employment of these employees were terminated within three months, with all termination costs to be borne by the Sellers.
Also, in connection with the closing of the Fort Acquisition, on March
9, 2023, Fort and the Sellers entered into a consulting agreement, pursuant to which the Sellers will provide the Company with consultancy
services for a period of six months following the closing, at a monthly fee of £
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD (cont.)
The Company reviewed the transaction and deemed it to be the purchase of assets for accounting purposes under ASC 805 and not as a business combination. The Company reviewed the guidance under ASC 805 for the transaction and determined that the fair value of the gross assets acquired was concentrated in a single identifiable asset, a brand.
d. | On May 30, 2023, the Company received a written notification
from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying that the Company was not in compliance with the minimum
bid price requirement for continued listing on the Nasdaq Stock Market LLC, as set forth under Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”), because the closing bid price of the Company Ordinary Shares was below $ |
However, the Nasdaq Stock Market LLC
may, in its discretion, require the Company Ordinary Shares to maintain a bid price of at least $
NOTE 4 — INTANGIBLE ASSETS
June 30, 2023 | ||||||||||||
Gross Amount | Accumulated Amortization | Net Balance | ||||||||||
U.S. dollars in thousands | ||||||||||||
Brands | ( | ) |
December 31, 2022 | ||||||||||||
Gross Amount | Accumulated Amortization | Net Balance | ||||||||||
U.S. dollars in thousands | ||||||||||||
Brands | ( | ) |
On March 9, 2023, the Company recognized the amount
of $
Amortization expense was $
NOTE 5 — DERIVATIVE LIABILITIES
On November 28, 2022, the Company issued additional
warrants (the “Additional Warrants”), issued following certain adjustments pursuant to the terms of the warrants issued
as part of the Company’s Initial Public Offering (the “IPO Warrants”), to purchase up to
Balance as of December 31, 2022 | ( | ) | ||
Change in fair value | ||||
Balance as of June 30, 2023 | ( | ) |
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 — DERIVATIVE LIABILITIES (cont.)
June 30, 2023 | ||||
Expected volatility | % | |||
Exercise price | ||||
Share price | $ | |||
Risk-free interest rate | % | |||
Dividend yield | ||||
Expected life | ||||
Weighted average cost of capital (WACC) | % |
Additionally, the revenue forecast over the life of the Additional Warrants is a significant input in determining the price of the Additional Warrants as of June 30, 2023.
NOTE 6 — RELATED PARTIES — TRANSACTIONS AND BALANCES
a. |
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands | ||||||||
Labor cost and related expenses | ||||||||
Directors’ fees | ||||||||
Inventory storage (included in cost of sale) (a1) | ||||||||
Consulting fees (a1) | ||||||||
Other income (a2) | ( | ) | ||||||
Revenue Sharing Payment (a3) | ||||||||
Interest expenses on loans from related parties and shareholders | ||||||||
(a1)
(a2)
(a3)
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JEFFS’ BRANDS LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 — RELATED PARTIES — TRANSACTIONS AND BALANCES (cont.)
b. |
Period ended | ||||||||
June 30, 2023 | December 31, 2022 | |||||||
U.S. dollars in thousands | ||||||||
ASSETS: | ||||||||
Advances to suppliers | ||||||||
Wellution (included in other receivables) (a2) | ||||||||
LIABILITIES: | ||||||||
Medigus (included in related party liability) | ||||||||
Liability to SciSparc (included in other accounts payable) | ||||||||
Revenue Sharing Payment liability in connection with Additional Warrants held by Medigus (included in other account payable) | ||||||||
Revenue Sharing Payment liability in connection with Additional Warrants held by Pure Capital (included in other account payable) | ||||||||
Liability to supplier (included in other account payable) (a1) | ||||||||
NOTE 7 — SUBSEQUENT EVENTS
a. | On September 5, 2023, the shareholders of the Company approved at the annual general meeting a reverse split of the Company’s issued and outstanding Ordinary Shares at a ratio of between 1:2 and 1:10, to be effected at the discretion of, and at such ratio and on such date to be determined by, the board of directors. |
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