| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
TOFUTTI BRANDS INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
88906B105 (CUSIP Number) |
02/03/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons A-6684 Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 357,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO, HC |
SCHEDULE 13G |
| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons A-6684 Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 45,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons HNA (Noise and Vibration Control) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 88906B105 |
| 1 | Names of Reporting Persons Mordechai Rapaport | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 447,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: TOFUTTI BRANDS INC | |
| (b) | Address of issuer's principal executive
offices: 105 NEWFIELD AVENUE, SUITE H, EDISON, NEW JERSEY, 08837 | |
| Item 2. | ||
| (a) | Name of person filing: (i) A-6684 Ltd. is the sole owner of HNA.
(ii) A-6684 Capital Ltd.
(iii) HNA (Noise and Vibration Control) Ltd.
(iv) Mordechai Rapaport is the sole owner of A-6684 Capital and, through various investment vehicles controls, A-6884 Ltd. and HNA.
| |
| (b) | Address or principal business office or, if
none, residence: (i) The principal executive office of A-6684 Ltd. is Mikha 24, Tel Aviv, 6311130 Israel.
(ii) The principal executive office of A-6684 Capital is Mikha 24, Tel Aviv, 6311130 Israel.
(iii) The principal executive office of HNA is Leon Schreiber St 10, Timorim, 510758634 Israel.
(iv) The principal executive office of Mr. Rapaport is Mikha 24, Tel Aviv, 6311130 Israel.
| |
| (c) | Citizenship: (i) A-6684 Ltd was organized in Israel.
(ii) A-6684 Capital was organized in Israel.
(iii) HNA was organized in Israel.
(iv) Mr. Rapaport is a United States citizen.
| |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 88906B105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (i) A-6684 Ltd. owns 357,000 shares of Common Stock.
(ii) A-6684 Capital owns 45,000 shares of Common Stock.
(iii) HNA owns 35,000 shares of Common Stock.
(iv) Mordechai Rapaport owns 10,000 Ordinary Shares.
| |
| (b) | Percent of class: (i) For Mr. Rapaport: 8.67%.
(ii) For A-6684 Ltd.: 6.93%.
(iii) For A-6684 Capital: 0.87%.
(iv) For HNA: 0.68%.
% | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (A) For Mr. Rapaport: 10,000 shares of Common Stock.
(B) For A-6684 Ltd.: 0 shares of Common Stock.
(C) For A-6684 Capital: 0 shares of Common Stock.
(D) For HNA: 0 shares of Common Stock.
| ||
| (ii) Shared power to vote or to direct the
vote: (A) For Mr. Rapaport: 447,000 shares of Common Stock.
(B) For A-6684 Ltd.: 357,000 shares of Common Stock.
(C) For A-6684 Capital: 45,000 shares of Common Stock.
(D) For HNA: 35,000 shares of Common Stock.
| ||
| (iii) Sole power to dispose or to direct the
disposition of: (A) For Mr. Rapaport: 10,000 shares of Common Stock.
(B) For A-6684 Ltd.: 0 shares of Common Stock.
(C) For A-6684 Capital: 0 shares of Common Stock.
(D) For HNA: 0 shares of Common Stock.
| ||
| (iv) Shared power to dispose or to direct the
disposition of: (A) For Mr. Rapaport: 447,000 shares of Common Stock.
(B) For A-6684 Ltd.: 357,000 shares of Common Stock.
(C) For A-6684 Capital: 45,000 shares of Common Stock.
(D) For HNA: 35,000 shares of Common Stock.
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Exhibit A attached | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The members of the group are A-6684 Ltd., A-6684 Capital, HNA and Mr. Rapaport. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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Exhibit
Information |
A-6684 Ltd. is the parent holding company of, and holds 100% of the equity interests in, HNA (Noise and Vibration Control) Ltd. Both entities are companies organized under the laws of Israel. |