Welcome to our dedicated page for Xylo Technologies SEC filings (Ticker: XYLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical U.S. Securities and Exchange Commission filings for Xylo Technologies Ltd. (formerly traded on the Nasdaq Capital Market under the symbol XYLO). These documents trace the company’s regulatory history as a foreign private issuer and explain key corporate events, including its eventual acquisition and delisting.
Among the most significant filings are a series of Form 6-K reports. A June 23, 2025 Form 6-K describes the Tel Aviv district court’s approval of an arrangement under Section 350 of the Israeli Companies Law, under which L.I.A. Pure Capital Ltd. would acquire all issued and outstanding share capital of Xylo that it did not already own, leading to the delisting of Xylo’s American Depositary Shares and termination of its public company obligations. An August 11, 2025 Form 6-K reports that the required Israeli tax ruling was obtained and that closing procedures were initiated, specifying the cash consideration per ADS and outlining withholding tax and documentation requirements for ADS holders.
A subsequent Form 6-K dated August 22, 2025 confirms the closing of the arrangement, stating that Xylo became a wholly owned subsidiary of L.I.A. Pure Capital Ltd., that its ADSs were delisted from the Nasdaq Capital Market, and that the company was in the process of terminating its SEC registration. These narrative filings are central for understanding what happened to the XYLO ticker and how ADS holders were treated in the transaction.
The Form 25 (25-NSE) filed on August 22, 2025 by Nasdaq Stock Market LLC formally notifies the removal of Xylo’s American Depositary Shares from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. It identifies Xylo Technologies Ltd. as the issuer and the Nasdaq Stock Market LLC as the exchange, documenting the delisting event.
The Form 15 (15-12G), also dated August 22, 2025, is Xylo’s certification and notice of termination of registration under Section 12(g) and suspension of the duty to file reports under Sections 13 and 15(d). In an explanatory note, the company states that, pursuant to the court-approved arrangement, L.I.A. Pure Capital Ltd. completed the purchase of all issued and outstanding share capital of Xylo, making it a wholly owned subsidiary. The filing also reports the approximate number of holders of record at the time of certification.
Other 6-K filings in this archive include disclosures of a securities purchase agreement with ParaZero Technologies Ltd. for ordinary shares and pre-funded warrants, illustrating Xylo’s investment activity in its portfolio companies. Together, these filings allow investors and researchers to follow both Xylo’s investment transactions and the full sequence of steps leading to its delisting and deregistration.
On Stock Titan, these SEC filings are presented with AI-powered summaries that highlight the key points of each document, such as the nature of the arrangement with L.I.A. Pure Capital Ltd., the terms of consideration for ADS holders, and the regulatory steps for delisting and deregistration. Users can quickly see which filings relate to corporate actions, capital structure changes, or portfolio investments, and then drill down into the full text for detailed review.
Xylo Technologies Ltd. appears on a Nasdaq Form 25 notification indicating removal of a class of its securities from listing and/or registration under Section 12(b) of the Exchange Act. The filing names the issuer, exchange, and the issuer's Israel address and phone number. The form text references the Nasdaq rule provisions for delisting and voluntary withdrawal but does not specify which rule was selected, include a signature, or provide a date, so the precise status and effective details of any removal are not stated.
L.I.A. Pure Capital Ltd. and its sole shareholder and CEO, Kfir Silberman, report beneficial ownership of 4,912,827 ordinary shares (approximately 9.59% of 51,241,661 outstanding) of Xylo Technologies Ltd. The reporting persons hold sole voting and dispositive power over these shares. The ADSs described were acquired for an aggregate purchase price of approximately $512,856 using Pure Capital funds. The filing discloses that Xylo furnished a Form 6-K stating it obtained the Israeli tax ruling required for the Arrangement, initiated closing procedures, and will de-list ADSs from Nasdaq on August 22, 2025. From that date, ADS holders will be entitled to $5.25 per ADS in cash, subject to withholding taxes, and the depositary will close books for issuances after close of business on August 21, 2025.
Xylo Technologies Ltd. obtained the Israeli tax ruling required to close a previously announced scheme of arrangement under which L.I.A. Pure Capital Ltd. will acquire all outstanding shares. As part of the transaction, Xylo’s American Depositary Shares (ADSs), each representing 40 ordinary shares, will be de-listed from Nasdaq and the company will terminate its SEC registration. ADS holders will receive USD 5.25 per ADS, subject to applicable Israeli withholding tax of up to 25%. Non‑Israeli holders may avoid withholding by submitting specified documentation to Computershare; holders will have approximately six months to submit materials, and remaining ADSs will be mandatorily exchanged for cash net of withholding after that period.
Computershare will arrange payments after approval by the Israeli sub‑paying agent. The Bank of New York Mellon, as depositary, will cease issuances and cancellations after close of business on August 21, 2025 and will terminate the deposit agreement following its notice period or when no ADSs remain.
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