What are the specific conversion terms (price, ratio, timeline) of the debentures and how might they influence the company's future equity structure?

The release on the CAD 5 million private‑placement does not disclose the exact conversion price, conversion ratio or the maturity/conversion window of the debentures, which are the key variables that will determine how much new equity could be created when – and if – the instruments are converted. In similar TSX‑Venture convertible‑debt financings, the conversion price is typically set at a modest premium (10‑20 %) to the prevailing share price at the time of issuance and the ratio is expressed as a fixed number of shares per CAD 1,000 of principal. The conversion window is often 12‑24 months after issuance, with a possible extension clause tied to achieving certain liquidity or market‑capitalisation milestones.

Assuming a conversion price that is, for example, 15 % above the current JFBR share level, the conversion of CAD 5 million of principal would result in roughly 3.5‑4 million new shares – a dilution of roughly 5‑7 % of the post‑conversion float, given Jeffs’ Brands’ market‑cap of ~CAD 27 million. Because Jeffs’ Brands owns 75 % of Fort, any conversion would primarily affect Fort’s equity base, potentially increasing its share count and slightly weakening the parent’s effective ownership stake in Fort (though the parent could participate in the conversion to preserve its percentage). Traders should watch for a forthcoming “terms sheet” or filing (often filed on SEDAR) that spells out the conversion mechanics; the market typically prices in a modest upside to the stock in anticipation of a conversion premium, but also discounts for expected dilution. In the short term, the news of a successful placement is a positive liquidity signal, but until the conversion terms are known, a cautious stance—maintaining a neutral position or a small‑size long‑only if the stock is trending higher on volume— is prudent. Keep an eye on any upcoming shareholder‑approval dates or conversion‑event timelines, as those dates often trigger short‑term price moves (either a rally on conversion‑option value or a dip on dilution concerns).