Amended Statement of Beneficial Ownership (sc 13d/a)
March 18 2019 - 9:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
B.O.S.
Better Online Solutions Ltd.
(Name of Issuer)
Ordinary
Shares, nominal value NIS 80.00 per share
(Title of Class of Securities)
M20115180
(CUSIP Number)
Kfir Silberman
L.I.A.
Pure Capital Ltd.
20 Raoul Wallenberg Street
Tel Aviv, Israel 6971916
+972-3-7175777
Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications
March
12, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
(f) or (g), check the following box: ☐
Note: Schedules filed in paper format should
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
1
|
NAME OR REPORTING PERSON
L.I.A. Pure Capital Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
59,207
|
8
|
SHARED VOTING POWER
162,734 (1)
|
9
|
SOLE DISPOSITIVE POWER
59,207
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
221,941
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07% (2)
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
Kfir Silberman is the control shareholder
of L.I.A.
Pure Capital Ltd. (“
Pure Capital
”). Pure Capital has entered into voting agreements with Next-Line Ltd. (“
Next-Line
”) and iDnext Ltd. (“
iDnext
”),
pursuant to which Pure Capital has been provided with an irrevocable proxy to vote
50,072
ordinary shares par value NIS 80.00 per share of
B.O.S. Better Online Solutions Ltd. (the “
Registrant
” and the “
Ordinary Shares
”, respectively), owned by Next-Line and 112,662
Ordinary Shares
owned by
iDnext.
|
(2)
|
Based on a total of 3,655,525 Ordinary Shares outstanding as of February 28, 2019 (based on the Registrant’s immediate report furnished to the Securities and Exchange Commission on March 7, 2019 on Form 6-K).
|
1
|
NAME OR REPORTING PERSON
Kfir Silberman
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
59,207
|
8
|
SHARED VOTING POWER
162,734 (1)
|
9
|
SOLE DISPOSITIVE POWER
59,207
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
221,941
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Kfir Silberman is the control shareholder
of
Pure Capital. Pure Capital has entered into voting agreements with Next-Line and iDnext,
pursuant to which Pure Capital has been provided with an irrevocable proxy to vote
50,072
Ordinary Shares
owned by Next-Line and 112,662
Ordinary Shares
owned by
iDnext.
|
(2)
|
Based on a total of 3,655,525 Ordinary Shares outstanding as of February 28, 2019 (based on the Registrant’s immediate report furnished to the Securities and Exchange Commission on March 7, 2019 on Form 6-K).
|
The
undersigned, Pure Capital and
Kfir Silberman
(collectively,
the “
Reporting Persons
”), hereby file this Amendment No. 1 to Schedule 13D (the “
Schedule 13D
”
or “
Schedule
”), previously filed on February 7, 2019, with respect to the ordinary shares of par value NIS 80.00
per share (“
Ordinary Share
”), of
the Registrant
.
Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is hereby amended
by adding the following paragraph:
On March 18, 2019, the Reporting Person
issued a letter to the Issuer's shareholders. A copy of the letter is filed as Exhibit 6 to this Amendment No. 1.
Item 5. Interest
in Securities of the Issuer
Item
5 of the Schedule 13D is amended and restated as follows:
(a) –
(b) The information included herein are based on a total of 3,655,525 Ordinary Shares outstanding as of February 28, 2019
(based on the Registrant’s immediate report furnished to the Securities and Exchange Commission on March 7, 2019, on Form
6-K).
Pure
Capital
has the sole dispositive and voting power over 59,207 Ordinary Shares, representing approximately 1.62% of the outstanding
share capital of the Registrant. In addition, by virtue of the Voting Agreements, Pure capital has the joint voting power over
162,734 Ordinary Shares representing approximately 4.45% of the outstanding share capital of the Registrant.
Kfir
Silberman does not directly own any Ordinary Shares. Mr. Silberman, as the chairman and chief executive officer of Pure Capital,
may be deemed a beneficial owner of any Ordinary Shares beneficially owned by Pure Capital.
Based
on information provided by Next-Line, Next-Line has the sole dispositive and voting power over 50,072 Ordinary Shares, representing
approximately 1.37% of the outstanding share capital of the Registrant.
Based
on information provided by iDnext,
iDnext
has the sole dispositive and voting power
over 112,662 Ordinary Shares, representing approximately 3.08% of the outstanding share capital of the Registrant. In addition,
iDnext, is the controlling shareholder
of Next-Line, and therefore
may be deemed to
have
the
joint voting power over 50,072 Ordinary Shares representing approximately
1.37% of the outstanding share capital of the Registrant.
Itshak
Shrem, a director nominee proposed by Pure Capital, has sole dispositive and voting power over 35,000 Ordinary Shares, representing
approximately 0.96% of the outstanding share capital of the Registrant.
(c)
Schedule A
annexed hereto lists all transactions in securities of the Registrants by the Reporting Persons during the period
since the filing of the Schedule 13D. All of such transactions were effected in the open market.
(d)
Except as set forth in Item 4 above, 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 Ordinary Shares beneficially owned by the Reporting Persons.
(e)
N/A.
Item 7. Material to be Filed as Exhibits
Exhibit
1
|
Voting
Agreement by and among L.I.A. Pure Capital Ltd. and Next-Line Ltd., dated February 6, 2019*
|
|
|
Exhibit 2
|
Voting
Agreement by and among L.I.A. Pure Capital Ltd. and iDnext Ltd., dated February 6, 2019*
|
|
|
Exhibit 3
|
Joint
Filing Agreement by and among L.I.A. Pure Capital Ltd. and Kfir Silberman, dated February 6, 2019*
|
|
|
Exhibit 4
|
Demand
Letter to Convene a Special General Meeting of the Shareholders of the Registrant, dated February 6, 2019*
|
|
|
Exhibit 5
|
Position
Statement in connection with the Demand Letter to Convene a Special General Meeting of the Shareholders of the Registrant,
dated February 6, 2019*
|
|
|
Exhibit 6
|
Position Statement in connection with the Special General Meeting of the Shareholders of the Registrant, dated March 18, 2019
|
* Previously filed.
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.
|
KFIR SILBERMAN
|
|
|
|
/s/ Kfir Silberman
|
|
Kfir Silberman
|
|
|
|
L.I.A. PURE CAPITAL LTD.
|
|
|
|
/s/ Kfir Silberman
|
|
Kfir Silberman
|
|
|
Dated: March 18, 2019
|
|
SCHEDULE A
Transactions in Securities of the
Registrant Since the Filing of the Schedule 13D
L.I.A.
PURE CAPITAL LTD.
Nature of the Transaction
|
|
Securities
Purchased/(Sold)
|
|
|
Price Per
Security (US$)
|
|
|
Date of
Purchase / Sale
|
Purchase of Ordinary Shares
|
|
|
2,000
|
|
|
|
3.33
|
|
|
02/20/19
|
Purchase of Ordinary Shares
|
|
|
3,000
|
|
|
|
3.30
|
|
|
02/26/19
|
Purchase of Ordinary Shares
|
|
|
3,000
|
|
|
|
3.54
|
|
|
02/26/19
|
Purchase of Ordinary Shares
|
|
|
2,000
|
|
|
|
3.45
|
|
|
02/27/19
|
Purchase of Ordinary Shares
|
|
|
35
|
|
|
|
3.57
|
|
|
03/01/19
|
Purchase of Ordinary Shares
|
|
|
465
|
|
|
|
3.58
|
|
|
03/01/19
|
Purchase of Ordinary Shares
|
|
|
2,000
|
|
|
|
3.32
|
|
|
03/05/19
|
Purchase of Ordinary Shares
|
|
|
241
|
|
|
|
3.22
|
|
|
03/06/19
|
Purchase of Ordinary Shares
|
|
|
300
|
|
|
|
3.41
|
|
|
03/08/19
|
Purchase of Ordinary Shares
|
|
|
500
|
|
|
|
3.42
|
|
|
03/08/19
|
Purchase of Ordinary Shares
|
|
|
300
|
|
|
|
3.44
|
|
|
03/08/19
|
Purchase of Ordinary Shares
|
|
|
200
|
|
|
|
3.48
|
|
|
03/08/19
|
Purchase of Ordinary Shares
|
|
|
1,500
|
|
|
|
3.67
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
1,500
|
|
|
|
3.75
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
225
|
|
|
|
3.77
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
1,275
|
|
|
|
3.78
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
100
|
|
|
|
3.79
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
1,100
|
|
|
|
3.8
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
700
|
|
|
|
3.83
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
200
|
|
|
|
3.84
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
300
|
|
|
|
3.85
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
1,301
|
|
|
|
3.89
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
699
|
|
|
|
3.9
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
62
|
|
|
|
3.91
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
100
|
|
|
|
3.92
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
401
|
|
|
|
3.93
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
640
|
|
|
|
3.94
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
1,359
|
|
|
|
3.95
|
|
|
03/12/19
|
Purchase of Ordinary Shares
|
|
|
900
|
|
|
|
3.98
|
|
|
03/12/19
|
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