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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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JEFFS' BRANDS LTD (Name of Issuer) |
ORDINARY SHARES, NO PAR VALUE PER SHARE (Title of Class of Securities) |
M61472136 (CUSIP Number) |
Xylo Technologies Ltd. 10 Hanechoshet Street,, Tel Aviv, L3, 6971072 972-73-370-4691 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | M61472136 |
| 1 |
Name of reporting person
Xylo Technologies Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
37,176.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Consists of (a) 31,892 Ordinary Shares of Common stock of the issuer held directly by Xylo Technologies Ltd ("Xylo") and (b) 5,284 warrants to purchase ordinary shares of the Issuer held by Xylo.
(2) Based on 1,715,817 Ordinary Shares issued and outstanding as of December 31, 2024, based on information received from the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
ORDINARY SHARES, NO PAR VALUE PER SHARE | |
| (b) | Name of Issuer:
JEFFS' BRANDS LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
7 MEZADA STREET, BNEI BRAK,
ISRAEL
, 5126112. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the original Schedule 13D filed with the SEC on September 13, 2022 (the "Original Schedule 13D") relating to the ordinary shares, no par value per share (the "Ordinary Shares"), of Jeffs' Brands Ltd, a company incorporated under the laws of the State of Israel (the "Issuer"). Except as provided herein, all Items of the Original Schedule 13D remain unchanged and this Amendment No. 1 does not modify any information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns 31,892 Ordinary Shares, representing approximately 1.86% of the outstanding Ordinary Shares. | |
| (b) | The Reporting Person may be deemed to hold sole voting and dispositive power over 34,534 Ordinary Shares of the Issuer consisting of (i) 31,892 Ordinary Shares, and (ii) warrants to purchase up to 5,284 Ordinary Shares exercisable within 60 days of August 30, 2022. | |
| (c) | The Reporting Person has not effected any transactions in the Ordinary Shares during the past 60 days, except as set forth in Item 4, which is incorporated by reference herein. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. | |
| (e) | As of May 7, 2024, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock | |
| 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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