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FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-41482

**Jeffs’ Brands Ltd

**(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

**Israel **

(Jurisdiction of incorporation or organization)

7 Mezada Street.

Bnei Brak, Israel 5126112

Israel

(Address of principal executive offices)

**Viki Hakmon

Chief Executive Officer

Tel:+972-3-7713520

victor@jeffsbrands.com

**7 Mezada Street, Bnei Brak, Israel 5126112 **

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par value per shareJFBRNasdaq Capital Market
Warrants to Purchase Ordinary SharesJFBRWNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:1,715,817 ordinary shares as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒
Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board☐

Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSv
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE.1
ITEM 3.KEY INFORMATION.1
A.[Reserved]1
B.Capitalization and Indebtedness.1
C.Reasons for the Offer and Use of Proceeds.1
D.Risk Factors.1
ITEM 4.INFORMATION ON THE COMPANY.36
A.History and Development of the Company.36
B.Business Overview.37
C.Organizational Structure.57
D.Property, Plants and Equipment.57
ITEM 4A.UNRESOLVED STAFF COMMENTS.58
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.58
A.Operating Results.58
B.Liquidity and Capital Resources.62
C.Research and development, patents and licenses, etc.64
D.Trend information.64
E.Critical Accounting Estimates.64
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.65
A.Directors and Senior Management.65
B.Compensation.69
C.Board Practices.71
D.Employees.85
E.Share Ownership.85
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.85
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.85
A.Major Shareholders.85
B.Related Party Transactions.87
C.Interests of Experts and Counsel.90
ITEM 8.FINANCIAL INFORMATION.90
A.Consolidated Statements and Other Financial Information.90
B.Significant Changes.91
ITEM 9.THE OFFER AND LISTING.91
A.Offer and Listing Details.91
B.Plan of Distribution.91
C.Markets.91
D.Selling Shareholders.91
E.Dilution.91
F.Expenses of the Issue.91

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ITEM 10.ADDITIONAL INFORMATION.91
A.Share Capital.91
B.Memorandum and Articles of Association.91
C.Material Contracts.91
D.Exchange Controls.92
E.Taxation.92
F.Dividends and Paying Agents.101
G.Statement by Experts.101
H.Documents on Display.101
I.Subsidiary Information.101
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.102
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.102
A.Debt Securities.102
B.Warrants and rights.102
C.Other Securities.102
D.American Depository shares.102
PART II103
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.103
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.103
ITEM 15.CONTROLS AND PROCEDURES.103
ITEM 16.[RESERVED]104
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT.104
ITEM 16B.CODE OF ETHICS.104
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.104
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.105
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.105
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.105
ITEM 16G.CORPORATE GOVERNANCE.105
ITEM 16H.MINE SAFETY DISCLOSURE.107
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.107
ITEM 16J.INSIDER TRADING POLICIES107
ITEM 16K.CYBERSECURITY108
PART III109
ITEM 17.FINANCIAL STATEMENTS.109
ITEM 18.FINANCIAL STATEMENTS.109
ITEM 19.EXHIBITS.109
SIGNATURES111

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.