Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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XYLO TECHNOLOGIES LTD (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
58471G508 (CUSIP Number) |
L.I.A. Pure Capital Ltd. 20 Raoul Wallenberg Street, Tel Aviv, L3, 6971916 972-3-7175777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 58471G508 |
| 1 |
Name of reporting person
L.I.A. Pure Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes 2,900,000 ordinary shares underlying 72,500 ADSs held by L.I.A Pure Capital Ltd.(2) Based on 33,051,581 ordinary shares outstanding as of April 14, 2025 (based on information received from the Issuer).
SCHEDULE 13D
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| CUSIP No. | 58471G508 |
| 1 |
Name of reporting person
Kfir Silberman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 2,900,000 ordinary shares underlying 72,500 ADSs held by L.I.A Pure Capital Ltd.(2) Based on 33,051,581 ordinary shares outstanding as of April 14, 2025 (based on information received from the Issuer).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
XYLO TECHNOLOGIES LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
10 HANECHOSHET STREET, TEL AVIV,
ISRAEL
, 6971072. | |
Item 1 Comment:
The undersigned, L.I.A Pure Capital Ltd., a private company organized under the laws of the State of Israel, company no. 514408715 ("Pure Capital"), and Kfir Silberman, an Israeli citizen and Pure Capital's chief executive officer, sole director, and sole shareholder, (collectively, the "Reporting Persons"), hereby file this Amendment No. 1 to Schedule 13D (the "Schedule 13D" or "Schedule"), previously filed on February 18, 2025, with respect to the ordinary shares, no par value ("Ordinary Share") underlying American Depositary Shares ("ADSs") of Xylo Technologies Ltd., a company organized under the laws of Israel, with registered offices located at 10 Hanechoshet, 4th Floor, Tel-Aviv 6971072, Israel (the "Issuer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented and amended by adding the following:On March 4, 2025, Pure Capital filed an amendment to its request in the Tel Aviv District Court (Economic Division) (the "Court") to convene a special general meeting of the Issuer's shareholders and ADSs holders (the "Shareholders") to approve an arrangement between the Issuer and the Shareholders in accordance with Section 350 of the Israeli Companies Law, 5799-1999 (the "Amended Request" and the "Arrangement", respectively). The Amended Request increases Pure Capital's proposal for the acquisition of the Issuer's issued and outstanding share capital held by Shareholders other than Pure Capital, to an updated purchase price of $0.13125 per Ordinary Share (or $5.25 per ADS) as opposed to the previous proposed purchase price of $0.0925 per Ordinary Share (or $3.70 per ADS). The Amended Request further clarifies, subject to Shareholders' approval of the Arrangement, that (i) Pure Capital commits to purchase restricted share units granted to the Issuer's employees, officers and directors that are subject to acceleration upon a change of control; and (ii) the Issuer will purchase customary run-off insurance as of the date the Arrangement becomes effective. On March 12, 2025, the Issuer submitted a response to the Amended Request to the Court, in which the Issuer noted that its board of directors does not object to the Arrangement that is fair. On March 20, 2025, the Court ordered the Issuer to convene a special meeting of the Shareholders, in which the Arrangement would voted on by the Shareholders. On March 27, 2025, following a mutual request of the Issuer and Pure Capital and in accordance with applicable law, the Court ordered the Issuer to convene two general meetings of Shareholders: (i) a special general meeting of all Shareholders and (ii) a special general meeting of all Shareholders, other than Pure Capital, the controlling shareholder of Pure Capital (i.e., Kfir Silberman), and any Shareholders who have an ongoing business relationship with any of the aforementioned.In addition, on April 16, 2025, Pure Capital sold 454,752 Pre-Funded Warrants to several purchasers, for a total consideration of US $1,818,434 under the terms of the Form of Pre-Funded Warrant Purchase Agreement of which an English summary is attached as Exhibit 4.3 to this Schedule 13D. Following the aforementioned transactions, the Reporting Persons are the beneficial owners of the ADSs identified above and do not beneficially own any Pre-Funded Warrant. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The abovementioned supplement and amendment to Item 4 are incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
4.3 English Summary of Form of Pre-Funded Warrant Purchase Agreement by and between L.I.A. Pure Capital Ltd. and the Purchasers. | ||
| 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.
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