Xylo Technologies (XYLO) taken private as ADSs delist and pay $5.25

Rhea-AI Filing Summary

Xylo Technologies Ltd. reports that its previously disclosed scheme of arrangement with L.I.A. Pure Capital Ltd. has closed, with Pure Capital acquiring all Xylo shares it did not already own. Xylo has become a wholly owned subsidiary of Pure Capital and its American Depositary Shares (ADSs) have been delisted from the Nasdaq Capital Market, as the company moves to terminate its U.S. securities registration.

Under the arrangement, holders of ADSs are entitled to receive cash consideration of $5.25 per ADS, equal to $0.13125 per ordinary share, subject to applicable withholding taxes. Computershare, Inc., as paying agent, will handle distribution of the cash consideration in line with previously disclosed procedures, including documentation required under an Israeli tax ruling. The Bank of New York Mellon, as depositary, will separately notify ADS holders about termination of the deposit agreement.

Insights

Cross-border M&A and capital markets analyst

Xylo completes going-private deal; ADSs delisted and cashed out.

The arrangement makes Xylo Technologies Ltd. a wholly owned subsidiary of L.I.A. Pure Capital Ltd., ending Xylo’s status as an independent public company. All remaining shares not already held by Pure Capital are acquired under a court-approved Israeli scheme of arrangement, which is a common structure for going-private transactions in that jurisdiction.

Public investors in Xylo’s ADSs receive a fixed cash payout of $5.25 per ADS, equivalent to $0.13125 per ordinary share, subject to withholding taxes. This converts shareholder exposure from ongoing equity ownership into cash, with no retained interest in the post-transaction entity.

The company’s ADSs are delisted from the Nasdaq Capital Market and Xylo is moving to terminate its U.S. registration, which removes ongoing U.S. reporting obligations. Practical completion depends on operational steps by Computershare as paying agent and The Bank of New York Mellon as depositary, but the core economic change for investors is already defined by the closed arrangement and fixed per-ADS cash amount.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number 001-37381

XYLO TECHNOLOGIES LTD.

(Translation of registrant’s name into English)

10 HaNechoshet Street Tel-Aviv, 6971072, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

EXPLANATORY NOTE

Xylo Technologies Ltd. (the “Company”) hereby announces the closing of its previously disclosed scheme of arrangement (the “Arrangement”) pursuant to Section 350 of the Israeli Companies Law, 5759-1999, under which L.I.A. Pure Capital Ltd. (“Pure Capital”) has acquired all of the issued and outstanding share capital of the Company not already owned by it.

As a result of the closing of the Arrangement, the Company has become a wholly-owned subsidiary of Pure Capital. The Company’s American Depositary Shares (“ADSs”), each representing 40 ordinary shares, no par value, of the Company (“Ordinary Shares”), are delisted from the Nasdaq Capital Market, and the Company is in the process of terminating its registration with the U.S. Securities and Exchange Commission.

Pursuant to the terms of the Arrangement, holders of ADSs are entitled to receive cash consideration of $5.25 per ADS (or $0.13125 per Ordinary Share), subject to applicable withholding taxes. Computershare, Inc. (or one of its affiliates), acting as paying agent, will facilitate the payment of the cash consideration to holders of ADS or Ordinary Shares in accordance with the procedures previously disclosed, including submission of documentation required under the Israeli tax ruling.

The Bank of New York Mellon, as depositary, will send a separate notice to holders of ADSs regarding the termination of the deposit agreement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XYLO TECHNOLOGIES LTD.
Date: August 22, 2025	By:	/s/ Tali Dinar
		Tali Dinar
		Chief Financial Officer

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FAQ

What major transaction did XYLO complete according to this 6-K?

Xylo Technologies Ltd. completed a scheme of arrangement under which L.I.A. Pure Capital Ltd. acquired all Xylo share capital it did not already own, making Xylo a wholly owned subsidiary of Pure Capital.

What cash consideration will XYLO ADS holders receive in the transaction?

Holders of Xylo Technologies Ltd. ADSs are entitled to receive $5.25 per ADS, which equals $0.13125 per ordinary share, subject to applicable withholding taxes, as part of the completed arrangement.

What happens to XYLO's American Depositary Shares after the deal?

Xylo Technologies Ltd. states that its American Depositary Shares are delisted from the Nasdaq Capital Market, and the deposit agreement will be terminated, with the depositary sending a separate notice to ADS holders.

Is XYLO terminating its U.S. SEC registration after the acquisition?

Yes. Xylo Technologies Ltd. indicates it is in the process of terminating its registration with the U.S. Securities and Exchange Commission following completion of the arrangement with Pure Capital.

Who is handling payment of cash consideration to XYLO shareholders?

Computershare, Inc. (or an affiliate) will act as paying agent to facilitate payment of the cash consideration to holders of Xylo ADSs or ordinary shares in line with previously disclosed procedures and the Israeli tax ruling requirements.

What role does The Bank of New York Mellon play for XYLO ADS holders?

The Bank of New York Mellon, as depositary, will send a separate notice to ADS holders regarding termination of the deposit agreement in connection with Xylo’s going-private transaction.