[6-K] Xylo Technologies Ltd. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Xylo Technologies Ltd. ("XYLO") reported that the Tel Aviv District Court (Economic Division) approved the previously disclosed Section 350 Arrangement on 22 June 2025. The Arrangement, already endorsed by shareholders on 27 May 2025, must be completed within 180 days (by mid-December 2025).

Under the Arrangement, L.I.A. Pure Capital Ltd. will acquire all XYLO shares it does not currently hold, turning XYLO into its wholly-owned subsidiary. Upon closing, XYLO’s American Depositary Shares will be delisted from Nasdaq and the company will cease to have U.S. public-company reporting obligations. Management will provide further scheduling and procedural updates as they become available.

The filing includes customary forward-looking-statement disclaimers and notes that this Form 6-K is incorporated by reference into several outstanding shelf and equity incentive registration statements.

Positive

• Regulatory certainty: Court approval removes the last major legal obstacle to closing the take-private transaction.
• Shareholder exit: All minority holders are slated to receive cash for their shares once the Arrangement is consummated.

Negative

• Delisting risk: XYLO’s ADSs will be removed from Nasdaq, eliminating secondary-market liquidity.
• Disclosure termination: Public-company reporting obligations will cease, reducing transparency for any remaining stakeholders.

Insights

Corporate Governance Expert

TL;DR: Court validation finalizes legal path for XYLO’s take-private; transaction now only needs administrative closing.

The court’s approval eliminates the principal legal hurdle to the Section 350 scheme and affirms shareholder-approved terms. From a governance standpoint, remaining risks are limited to closing mechanics within the 180-day window. Because L.I.A. Pure Capital already holds a controlling stake, execution risk appears low. Investors should monitor formal notice of consideration, squeeze-out timing, and Nasdaq delisting date. No pricing details are included here, so valuation impact cannot yet be assessed.

Portfolio Manager

TL;DR: Shares face imminent delisting; liquidity will disappear once cash-out terms are executed.

The filing signals that XYLO equity will soon be converted to cash, after which the ticker will vanish. Without the offer price, it is impossible to judge upside versus current trading levels, but investors now have a clear timeline (≤180 days) to decide whether to sell in the market or wait for compulsory purchase. Post-closing, there will be no public reporting, eliminating transparency. The event is material for holders but directionally neutral until price clarity emerges.

 

 

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 June 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 that on June 22, 2025, the district court of Tel Aviv (Economic Division) (the “Court”) approved the arrangement (the “Arrangement”) between the Company and its shareholders, pursuant to Section 350 of the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Arrangement was previously approved by the Company’s shareholders at special general meetings held on May 27, 2025. The Court has mandated that the Arrangement be consummated within 180 days of June 22, 2025.

 

Following the Court’s approval, the Company expects to consummate the Arrangement in accordance with the terms previously disclosed. Upon consummation of the Arrangement, the Company will become a wholly-owned subsidiary of L.I.A. Pure Capital Ltd. (the “Applicant”), as the Applicant will purchase all of the issued and outstanding share capital of the Company that it does not already own. As a result, the Company’s American Depositary Shares will be delisted from the Nasdaq Stock Exchange, and its obligations as a public company will be terminated.

 

The Company will update shareholders on the anticipated timeline for closing and any additional procedures as further information becomes available.

 

Forward Looking Statement

 

This Report of Foreign Private Issuer contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report of Foreign Private Issuer on Form 6-K.

 

The forward-looking statements contained or implied in this Report of Foreign Private Issuer on Form 6-K are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-271984) and Form S-8 (File No. 333-274190, File No. 333-258624, File No. 333-206803, No. 333-221019 and No. 333-229429).

 

1

 

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: June 23, 2025	By:	/s/ Tali Dinar
 	 	Tali Dinar
 	 	Chief Financial Officer

 

 

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FAQ

What did the Tel-Aviv court decide regarding XYLO (NASDAQ:XYLO)?

On 22 June 2025 the court approved the Section 350 Arrangement enabling L.I.A. Pure Capital to acquire all remaining shares.

When must the XYLO take-private transaction be completed?

The court mandated consummation within 180 days of 22 June 2025 (approximately mid-December 2025).

What happens to XYLO’s American Depositary Shares?

Upon closing, the ADSs will be delisted from the Nasdaq Stock Exchange and no longer trade publicly.

Who is acquiring Xylo Technologies Ltd.?

L.I.A. Pure Capital Ltd., which already holds a controlling stake, will purchase all remaining shares.

Will XYLO continue filing reports with the SEC after the transaction?

No. The company’s public-company obligations will terminate once the Arrangement is completed and delisting occurs.