Business
Plantify Foods Enters into a Non-Binding Letter of Intent for the acquisition of a U.S. Subsidiary of a U.S. Public Company
(TheNewswire) Vancouver, British Columbia – TheNewswire – January 22, 2025 - ...
About this update from Plantify Foods Inc
[{"type":"text","content":"Plantify Foods Enters into a Non-Binding Letter of Intent for the acquisition of a U.S. Subsidiary of a U.S. Public Company\n\n\n (TheNewswire)\n \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n Vancouver, British Columbia –\nTheNewswire – January 22, 2025 -\n \n\n Plantify\nFoods, Inc.\n \n\n (TSXV:\nPTFY)\n \n\n (\"\n \n\n Plantify\n \n\n \" or the\n\"\n \n\n Company\n \n\n \") reports that, it has entered into a non-binding\nletter of intent dated January 21, 2025 with Jeffs’ Brands Ltd.\n(\n \n\n NASDAQ: JFBR\n \n\n ) (the “\n \n\n LOI\n \n\n ”) for the acquisition of 100% of Smart\nRepair Pro (“\n \n\n Smart\nRepair”\n \n\n ), which operates three stores on the\nU.S. Amazon Marketplace, and approximately 49% of SciSparc\nNutraceuticals Inc. (“\n \n\n SNI\n \n\n ”), which owns Wellution\n \n\n TM\n \n\n , a top-selling\nAmazon.com Marketplace brand (collectively, the “\n \n\n Transaction\n \n\n ”).\n \n\n\n\n As contemplated under the LOI, Jeffs' Brands Ltd. will\ntransfer all the issued and outstanding shares of Smart Repair and\napproximately 49% of the issued and outstanding shares of SNI to\nPlantify in exchange for 75% of Plantify’s issued and outstanding\nshares (on a post-Transaction basis), as the base payment upon closing\nof the Transaction. The LOI further provides for additional shares to\nbe issued to Jeffs’ Brands upon the achievement of certain\nmilestones. A binding agreement has not yet been executed in respect\nof the Transaction.\n \n\n\n\n The Transaction reflects a valuation of approximately\n$17 million, taking into account the completion of the deferred\npayment.\n \n\n\n\n The LOI provides that the parties will use reasonable\ncommercial efforts to enter into a binding agreement in respect of the\nTransaction (an “\n \n\n Agreement\n \n\n ”) by March 31, 2025. No assurance\ncan be given as to when or if an Agreement will be executed by the\nparties.\n \n\n\n\n If an Agreement is executed by the parties, the\nTransaction will result in a reverse takeover of Plantify and be\nsubject to TSX Venture Exchange (“\n \n\n Exchange\n \n\n ”) Policy\n5.2\n \n\n Changes of Business and\nReverse Takeovers\n \n\n . Two of Plantify’s directors\nare also directors of J...