SCHEDULE: XYLO TECHNOLOGIES LTD: Delisting & $5.25/ADS Offer

XYLO Technologies Ltd. announced its Nasdaq delisting and SEC registration termination effective August 22, 2025, with ADS holders to receive $5.25 cash per ADS.

Summary

• L.I.A. Pure Capital Ltd. and Kfir Silberman beneficially own 4,912,827 ordinary shares of XYLO Technologies Ltd., representing 9.59% of the outstanding shares.
• The beneficial ownership includes 4,635,400 ordinary shares underlying 115,885 ADSs held by L.I.A. Pure Capital Ltd. and 277,427 ordinary shares registered in book-form.
• The Issuer has obtained the required Israeli tax ruling for 'the Arrangement' and has initiated closing procedures.
• XYLO Technologies Ltd.'s American Depositary Shares (ADSs) will be delisted from Nasdaq on August 22, 2025.
• The Issuer will terminate its SEC registration effective August 22, 2025.
• Holders of ADSs will receive a cash consideration of $5.25 per ADS from Pure Capital, subject to applicable withholding taxes.
• The Bank of New York Mellon (BNY), as the Issuer's depositary, will close its books for all issuances and cancellations after the close of business on August 21, 2025.
• The deposit agreement among the Issuer, BNY, and holders of Issuer's ADSs will terminate on the earlier of 30 days after BNY's notice or the date on which there are no outstanding Issuer's ADSs.
• The Reporting Persons acquired the ADSs reported as beneficially owned at an aggregate purchase price of approximately $512,856.
• During the past 60 days, the Reporting Persons purchased 56,794 ADSs at prices ranging from $4.87 to $5.12 and sold 48,293 ADSs at prices ranging from $5.00 to $5.06.

Sentiment

Score: 7

Explanation: The filing provides clarity on the delisting process and a definitive cash offer for ADS holders, which resolves uncertainty for investors. While it marks the end of public trading, the defined exit price is a positive for current ADS holders.

Positives

• ADS holders will receive a fixed cash consideration of $5.25 per ADS, providing a clear and defined exit strategy for their investment.
• The company has successfully obtained the necessary Israeli tax ruling, indicating significant progress towards the completion of the 'Arrangement'.

Negatives

• The delisting from Nasdaq and termination of SEC registration will remove the company's public trading presence and regulatory oversight in the U.S. market.
• Investors seeking to maintain a public equity position in XYLO Technologies Ltd. will no longer have that option.

Risks

• The cash consideration of $5.25 per ADS is subject to applicable withholding taxes, which may reduce the net proceeds received by ADS holders.
• The termination of SEC registration will result in reduced public disclosure and transparency regarding the company's operations and financial performance moving forward.

Future Outlook

The company is transitioning to a private structure, with its ADSs delisting from Nasdaq and its SEC registration terminating on August 22, 2025. This indicates a clear path to the completion of the 'Arrangement' and a definitive move away from being a publicly traded entity in the U.S.

Management Comments

• The Issuer noted that it has obtained the Israeli tax ruling required for the consummation of the Arrangement and that closing procedures for the Arrangement have been initiated.
• The Issuer has also noted in the Tax Ruling 6-K that, on August 22, 2025, the Issuer's ADSs will be de-listed from Nasdaq and the Issuer will terminate its SEC registration.
• From August 22, 2025, holders of ADSs will be entitled to receive from Pure Capital cash consideration of $5.25 per ADS, subject to applicable withholding taxes.
• The Issuer has also stated in its Tax Ruling 6-K that the Bank of New York Mellon ('BNY'), as Issuer's depositary, will send a separate notice to holders of Issuer's ADSs that the deposit agreement among the Issuer, BNY and holders of Issuer's ADSs will terminate on the earlier of 30 days after the date of that notice or the date on which there are no outstanding Issuer's ADSs; and that BNY will close its books for all issuances and cancellations after close of business August 21, 2025.

Industry Context

This filing details a specific corporate action (going private/delisting) for XYLO Technologies Ltd. It reflects a trend where smaller public companies, particularly foreign private issuers, may opt to delist and terminate SEC registration to reduce compliance costs and regulatory burdens, especially if they perceive their public market valuation or liquidity does not justify the costs. This move is company-specific and does not necessarily reflect broader industry trends unless the company's core business is in a sector experiencing similar consolidation or privatization.

Stakeholder Impact

• Shareholders (ADS holders): Will receive a cash consideration of $5.25 per ADS, providing a liquidity event and an exit from their investment in the company's U.S. traded securities.
• Shareholders (Ordinary Share holders): The filing primarily concerns ADS holders and the delisting of ADSs. The impact on ordinary share holders not holding ADSs is not explicitly detailed but implies the company is moving towards a private structure.

Next Steps

• Bank of New York Mellon (BNY) will send a separate notice to holders of Issuer's ADSs regarding the termination of the deposit agreement.
• The deposit agreement will terminate on the earlier of 30 days after BNY's notice or the date on which there are no outstanding Issuer's ADSs.
• Closing procedures for 'the Arrangement' are initiated.

Key Dates

Recommendation

For current ADS holders, the recommendation is to hold until the delisting date to receive the $5.25 cash consideration, as the price is fixed. Selling before the delisting might result in a slightly lower price due to market fluctuations, but the offer provides a clear floor for the value of the ADSs.

Keywords

XYLO Technologies, Nasdaq delisting, SEC registration termination, Schedule 13D, L.I.A. Pure Capital, Kfir Silberman, ADS, cash consideration, Israeli tax ruling, going private