UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Jeffs’ Brands Ltd |
| (Name of Issuer) |
| Ordinary Shares, no par value per share |
| (Title of Class of Securities) |
| M61472128 |
| (CUSIP Number) |
7 Mayflower Drive Basking Ridge, NJ 07920 Attn: Jeffrey J. Conroy |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 18, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. M61472128 | ||
| 1. | Names of Reporting Persons: | |
| Jeffrey J. Conroy | ||
| 2. | Check the Appropriate Box if a Member of a Group | |
(a) ☐ (b) ☐ |
||
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) PF |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | |
| ☐ | ||
| 6. | Citizenship or Place of Organization United States |
|
| Number of | 7. Sole Voting Power: | 1,720,002* | |
| Shares Beneficially | 8. Shared Voting Power: | 0* | |
| Owned by | |||
| Each Reporting | 9. Sole Dispositive Power: | 1,720,002* | |
| Person With | 10. Shared Dispositive Power: | 0* |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 1,720,002* | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |
| ☐ | |
| 13. | Percent of Class Represented by Amount in Row (11) 18.7%* |
| 14. | Type of Reporting Person (See Instructions) IN |
* There were 9,177,100 ordinary shares, no par value per share, of Jeffs’ Brands Ltd, an Israel corporation, issued and outstanding as of June 30, 2024, based upon the information disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on September 30, 2024. As of the filing of this Schedule 13D, the Reporting Person may be deemed to beneficially own 1,720,002 Ordinary Shares, or 18.7% of the Ordinary Shares issued and outstanding as of such date.
Item 1. Security and Issuer.
This Schedule 13D relates to the ordinary shares, no par value per share (the “Ordinary Shares”), of Jeffs’ Brands Ltd, an Israel corporation (the “Company”). The address of the principal executive offices of the Company is 7 Mezada Street, Bnei Brak, Israel 5126112.
Item 2. Identity and Background.
(a) This statement is being filed by Jeffrey J. Conroy (the “Reporting Person”).
(b) The principal business address for the Reporting Person is 7 Mayflower Drive, Basking Ridge, New Jersey 07920.
(c) The principal business of the Reporting Person is investing in securities, healthcare data analytics, rare disease forecasting, and technological consulting. The Reporting Person serves as the Founder and Managing Principal of Global HC Analytics LLC, a consulting firm focused on life sciences and healthcare data analytics, with a principal place of business of 7 Mayflower Drive, Basking Ridge, New Jersey 07920.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The 1,720,002 Ordinary Shares reported in this Schedule 13D were purchased by the Reporting Person with personal funds. The net aggregate purchase price of the Ordinary Shares was $557,962.06.
Item 4. Purpose of Transaction.
The 1,720,002 Ordinary Shares reported in this Schedule 13D were acquired for investment purposes in the ordinary course of business of the Reporting Person. The Reporting Person acquired beneficial ownership of the Ordinary Shares in the belief that the shares represented an attractive investment opportunity.
The Reporting Person expects to engage in, discussions with members of management and the board of directors of the Company (the “Board”), other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Company, which may include, among other things, the Company’s business, management, assets, operations, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
The Reporting Person expects to review from time to time his investment in the Company and may, depending on the market and other conditions: (i) purchase Ordinary Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of any Ordinary Shares, options or related derivatives now beneficially owned or hereafter acquired by him; and (iii) engage in other plans or proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may engage in communications with members of management and the Board and may engage in communications with, among others, the Company’s shareholders and other potential investors, potential strategic partners, financial advisors and other industry participants, regarding such matters.
Except as set forth above, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
There were 9,177,100 Ordinary Shares of the Company issued and outstanding as of June 30, 2024, based upon the information disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on September 30, 2024. As of the filing date of this Schedule 13D (the “Filing Date”), the Reporting Person may be deemed to beneficially own 1,720,002 Ordinary Shares, or 18.7% of the Ordinary Shares deemed issued and outstanding as of such date.
The transactions in the Ordinary Shares of the Company by the Reporting Person during the sixty (60) days prior to September 19, 2024, and from September 19, 2024 to the Filing Date are set forth on Schedule A attached hereto and are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between such person any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: October 21, 2024 | ||
| By: | /s/ Jeffrey J. Conroy | |
| Jeffrey J. Conroy | ||
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
SCHEDULE A
The following table details the transactions by the Reporting Person in Ordinary Shares of the Company during the period commencing sixty (60) days prior to September 19, 2024.
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share ($) (1) | Date of Purchase / Sale | |||||||
| Purchase of Ordinary Shares | 360,000 | $ | 0.217 | (2) | 9/17/2024 | |||||
| Purchase of Ordinary Shares | 641,660 | $ | 0.258 | (3) | 9/18/2024 | |||||
| Sale of Ordinary Shares | (1,660 | ) | $ | 0.233 | 9/18/2024 | |||||
The following table details the transactions by the Reporting Person in Ordinary Shares of the Company during the period commencing September 19, 2024 through the Filing Date.
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) (1) | Date of Purchase / Sale | |||||||
| Purchase of Ordinary Shares | 215,000 | $ | 0.299 | (4) | 9/19/2024 | |||||
| Purchase of Ordinary Shares | 115,110 | $ | 0.291 | (5) | 9/20/2024 | |||||
| Purchase of Ordinary Shares | 1,101,890 | $ | 0.362 | (6) | 9/23/2024 | |||||
| Purchase of Ordinary Shares | 1,281,265 | $ | 0.384 | (7) | 9/24/2024 | |||||
| Sale of Ordinary Shares | (1,513,265 | ) | $ | 0.354 | (8) | 9/24/2024 | ||||
| Purchase of Ordinary Shares | 968,191 | $ | 0.287 | (9) | 9/25/2024 | |||||
| Sale of Ordinary Shares | (1,457,065 | ) | $ | 0.286 | (10) | 9/25/2024 | ||||
| Purchase of Ordinary Shares | 95,474 | $ | 0.320 | (11) | 9/26/2024 | |||||
| Sale of Ordinary Shares | (536,600 | ) | $ | 0.280 | (12) | 9/26/2024 | ||||
| Purchase of Ordinary Shares | 237,960 | $ | 0.301 | (13) | 9/27/2024 | |||||
| Purchase of Ordinary Shares | 126,040 | $ | 0.270 | (14) | 9/30/2024 | |||||
| Sale of Ordinary Shares | (134,000 | ) | $ | 0.275 | (15) | 9/30/2024 | ||||
| Purchase of Ordinary Shares | 501,160 | $ | 0.240 | (16) | 10/8/2024 | |||||
| Sale of Ordinary Shares | (40,000 | ) | $ | 0.230 | 10/8/2024 | |||||
| Purchase of Ordinary Shares | 35,228 | $ | 0.260 | (17) | 10/9/2024 | |||||
| Sale of Ordinary Shares | (281,388 | ) | $ | 0.251 | (18) | 10/9/2024 | ||||
| Purchase of Ordinary Shares | 32,002 | $ | 0.252 | (19) | 10/10/2024 | |||||
| Sale of Ordinary Shares | (27,000 | ) | $ | 0.248 | (20) | 10/10/2024 | ||||
Explanation of responses:
| 1. | The purchase prices reported in this Schedule A are weighted average prices. The Reporting Person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased and sold at each separate price within the range set forth in the footnotes below. | |
| 2. | These shares were purchased in multiple transactions at prices ranging from $0.2018 to $0.2259, inclusive. | |
| 3. | These shares were purchased in multiple transactions at prices ranging from $0.2187 to $0.2960, inclusive. | |
| 4. | These shares were purchased in multiple transactions at prices ranging from $0.2906 to $0.3052, inclusive. | |
| 5. | These shares were purchased in multiple transactions at prices ranging from $0.2796 to $0.3003, inclusive. | |
| 6. | These shares were purchased in multiple transactions at prices ranging from $0.2899 to $0.4199, inclusive. | |
| 7. | These shares were purchased in multiple transactions at prices ranging from $0.3454 to $0.4532, inclusive. | |
| 8. | These shares were sold in multiple transactions at prices ranging from $0.3286 to $0.4263, inclusive. | |
| 9. | These shares were purchased in multiple transactions at prices ranging from $0.2386 to $0.3635, inclusive. | |
| 10. | These shares were sold in multiple transactions at prices ranging from $0.2267 to $0.3402, inclusive. | |
| 11. | These shares were purchased in multiple transactions at prices ranging from $0.3069 to $0.3212, inclusive. | |
| 12. | These shares were sold in multiple transactions at prices ranging from $0.2459 to $0.3055, inclusive. | |
| 13. | These shares were purchased in multiple transactions at prices ranging from $0.2858 to $0.3015, inclusive. | |
| 14. | These shares were purchased in multiple transactions at prices ranging from $0.2655 to $0.2764, inclusive. | |
| 15. | These shares were sold in multiple transactions at prices ranging from $0.2696 to $0.2772, inclusive. | |
| 16. | These shares were purchased in multiple transactions at prices ranging from $0.2307 to $0.2508, inclusive. | |
| 17. | These shares were purchased in multiple transactions at prices ranging from $0.2498 to $0.2599, inclusive. | |
| 18. | These shares were sold in multiple transactions at prices ranging from $0.2368 to $0.2613, inclusive. | |
| 19. | These shares were purchased in multiple transactions at prices ranging from $0.2415 to $0.2589, inclusive. | |
| 20. | These shares were sold in multiple transactions at prices ranging from $0.2426 to $0.2506, inclusive. |