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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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TOFUTTI BRANDS INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
88906B105 (CUSIP Number) |
04/17/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons
A-6684 Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
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| 12 | Type of Reporting Person (See Instructions)
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SCHEDULE 13G
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| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons
A-6684 Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
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| 12 | Type of Reporting Person (See Instructions)
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SCHEDULE 13G
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| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons
HNA (Noise and Vibration Control) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
| ||||||||
| 12 | Type of Reporting Person (See Instructions)
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SCHEDULE 13G
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| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons
Mordechai Rapaport | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
| ||||||||
| 12 | Type of Reporting Person (See Instructions)
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SCHEDULE 13G
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| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons
Holland Moran Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TOFUTTI BRANDS INC | |
| (b) | Address of issuer's principal executive offices:
105 NEWFIELD AVENUE, 105 NEWFIELD AVENUE, EDISON, NEW JERSEY, 08837. | |
| Item 2. | ||
| (a) | Name of person filing:
A-6684 Ltd., A-6684 Capital Ltd., HNA (Noise and Vibration Control) Ltd., Mordechai Rapaport Holland Moran Ltd. | |
| (b) | Address or principal business office or, if none, residence:
(i) The principal executive office of A-6684 Ltd. is Mikha 24, Tel Aviv, 6311130 Israel. (ii) The principal executive office of A-6684 Capital is Mikha 24, Tel Aviv, 6311130 Israel. (iii) The principal executive office of HNA is Leon Schreiber St 10, Timorim, 510758634 Israel. (iv) The principal executive office of Mr. Rapaport is Mikha 24, Tel Aviv, 6311130 Israel. (v) The principal executive office of Holland Moran is Avraham Giron 15, Yehud-Monosson, 5621729 Israel | |
| (c) | Citizenship:
Israel Mr. Rapaport is also a U.S. citizen | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
88906B105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
A-6684 Ltd. - 400,000 A-6684 Capital Ltd. - 45,000 HNA (Noise and Vibration Control) Ltd. - 50,000 Mordechai Rapaport - 19,500 Holland Moran Ltd. - 4,500 | |
| (b) | Percent of class:
A-6684 Ltd. - 7.76% A-6684 Capital Ltd. - 0.87% HNA (Noise and Vibration Control) Ltd. - 0.97% Mordechai Rapaport - 0.38% Holland Moran Ltd. - 0.09% %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
A-6684 Ltd. - 0 A-6684 Capital Ltd. - 0 HNA (Noise and Vibration Control) Ltd. - 0 Mordechai Rapaport - 19,500 Holland Moran Ltd. - 0 | ||
| (ii) Shared power to vote or to direct the vote:
A-6684 Ltd. - 400,000 A-6684 Capital Ltd. - 45,000 HNA (Noise and Vibration Control) Ltd. - 50,000 Mordechai Rapaport - 499,500 Holland Moran Ltd. - 4,500 | ||
| (iii) Sole power to dispose or to direct the disposition of:
A-6684 Ltd. - 0 A-6684 Capital Ltd. - 0 HNA (Noise and Vibration Control) Ltd. - 0 Mordechai Rapaport - 19,500 Holland Moran Ltd. - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
A-6684 Ltd. - 400,000 A-6684 Capital Ltd. - 45,000 HNA (Noise and Vibration Control) Ltd. - 50,000 Mordechai Rapaport - 499,500 Holland Moran Ltd. - 4,500 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
A-6684 Ltd. is the parent holding company of, and holds 100% of the equity interests in, HNA (Noise and Vibration Control) Ltd and Holland Moran Ltd. All entities are companies organized under the laws of Israel. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The members of the group are A-6684 Ltd., A-6684 Capital, HNA, Holland Moran and Mr. Rapaport. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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Exhibit Information
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Exhibit A: Identification of Relevant Subsidiary Exhibit 99.1: Joint Filing Agreement, dated April 22, 2025 by and among Mr. Mordechai Rapaport, A-6684 Ltd., HNA (Noise and Vibration Control) Ltd., Holland Moran Ltd. and A-6684 Capital Ltd. |