Jeffs' Brands Ltd (NasdaqCM:JFBR) entered into a letter of intent to acquire 49% stake in SciSparc Nutraceuticals Inc. for $2.5 million on December 14, 2022. Jeffs' Brands Ltd (NasdaqCM:JFBR) entered into a definitive agreement to acquire 49% stake in SciSparc Nutraceuticals Inc. for $2.5 million on February 23, 2023. Seller wishes to sell and transfer to Purchaser, and Purchaser wishes to acquire from Seller 56 shares of common stock, par value $0.01 per share/ At the Closing (as defined below) and subject to the terms and conditions of this Agreement, the Seller agrees to sell and transfer to the Purchaser, and Purchaser agrees to purchase from Seller, the Seller Shares representing approximately 49% of shares of the Seller Subsidiary's issued and outstanding Common Stock (rounded to the nearest whole number), at a price per share of $44,302.68 (the “PPS”), for an aggregate purchase amount of $2,500,000, subject to adjustments (the “Purchase Price”) following which the Purchaser shall hold approximately 49% of the capital stock of the Seller Subsidiary on a fully diluted basis. The transaction is subjected to the successful negotiation of definitive agreement. The closing of the transactions is subject to certain customary conditions and is expected to be completed within seven business days.

Jeffs' Brands Ltd (NasdaqCM:JFBR) acquired 49% stake in SciSparc Nutraceuticals Inc. from SciSparc Ltd. (NasdaqCM:SPRC) for $3 million on March 22, 2023. The consideration consists of $2.5 million in cash and additional deferred cash payments of approximately $489,330 accounting for price adjustments related to inventory and working capital, which will be paid in five equal monthly installments beginning in May 2023. As collateral for the payment in full of the Price Adjustment, SciSparc will hold back such number of shares of common stock of its Subsidiary, equal to the outstanding due amount of the Price Adjustment. As part of the definitive agreements, at the closing, Jeffs' Brands and the Subsidiary entered into a consulting agreement by which Jeffs' Brands will provide management services for Wellution for a monthly fee of $20,000; in addition, Jeffs' Brands will receive a signing bonus of $51,000. The consulting agreement is for an undefined period and may be terminated by either party with 30-days' advance notice. Oz Adler, the Chief Executive Officer and the Chief Financial Officer of the Company, is the Chairman of the board of directors of Jeffs' Brands. The Chairman of the Company, Amitay Weiss, and Moshe Revach are members of the board of directors of both SciSparc and Jeffs' Brands.