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 |
8 | SHARED VOTING POWER | |
9 | SOLE DISPOSITIVE POWER | |
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)
|
14 |
TYPE OF REPORTING PERSON
|
(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
1 |
NAME OR REPORTING PERSON
|
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). |
2
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.
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Item 7. Material to be Filed as Exhibits
* Previously filed.
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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 |
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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 |
6
Exhibit 6
March 18, 2019
Dear Shareholders of
B.O.S. Better On-Line Solutions Ltd.,
Re: Response to B.O.S. Better On-Line Solutions Ltd.’s Position Statement
On February 6, 2019, we, L.I.A Pure Capital Ltd. (“Pure Capital”) requested that B.O.S. Better On-Line Solutions Ltd. (the “Company”) convene a special general meeting in order to allow the shareholders of the Company to vote upon resolutions to remove the current directors of the Company and appoint Pure Capital’s director nominees their stead.
Pure Capital’s letter to the directors of the Company can be found at https://www.sec.gov/Archives/edgar/data/1005516/000121390019001799/sc13d0219ex4liapure_bos.htm.
Pure Capital’s position statement, further substantiating its arguments can be found at https://www.sec.gov/Archives/edgar/data/1005516/000121390019001799/sc13d0219ex5liapure_bos.htm.
On March 7, 2019, the Company called a special general meeting of its shareholders, and issued a position statement full of misleading and irrelevant information on Pure Capital and its director nominees.
Unfortunately, the Company’s board of directors presented a false picture on the share performance of companies previously held by Pure Capital and Kfir Silberman, without providing the full history on these companies.
Foresight Autonomous Holdings Ltd. (NASDAQ:FRSX, TASE: FRSX)
On November 12, 2014, Pure Capital became the controlling shareholder of Asia Development (A.D.B.M) Ltd. (“Asia Development”). At the time of acquiring control, Asia Development’s share price was 49.60 NIS cents per share. Upon Pure Capital becoming the controlling shareholder of Asia Development, Pure Capital acted vigorously to bring value to such company’s shareholders and eventually, only a year later, a merger transaction was consummated, in which Foresight Autonomies Holdings Ltd.’s operations were merged with Asia Development. As of March 17, 2019, the share price of Foresight (formerly Asia Development) is approx. 119 NIS cents per share (approximately 2.40 times the price at the time of the acquisition of control by Pure Capital). During 2017, Foresight’s share price reached a peak of 816 NIS cents per share (approximately 16.5 times the price at the time of the acquisition of control by Pure Capital).
Furthermore, following the merger transaction, Foresight, led by Pure Capital, raised approximately NIS 150 million at rising prices through private placements by institutional investors in Israel and abroad, together with strategic investors from the automobile industry.
These facts are included in public reports of Foresight that are accessible to all. It is most puzzling how the members of the Company’s board of directors chose not to examine these facts prior to the publication of their position statement.
Moreover, the Company’s board of directors tried to paint a picture that Foresight is not profitable, without letting their shareholders know that Foresight is basically a research and development Company still working to bring its product to the market.
Nano Dimension Ltd. (NASDAQ:NNDM, TASE: NNDM)
On April 2, 2014, Kfir Silberman, the controlling shareholder of Pure Capital, became, together with Itschak Shrem, the holder of approximately 22% of Z.B.I. Ltd (“ZBI”). At the time of acquiring their stake, ZBI’s share price was 120 NIS cents per share. Here as well, Mr. Silberman acted vigorously to bring value to such company’s shareholders and eventually, only four months later, a merger transaction was consummated, in which the current operations of the company were merged with ZBI. The name of ZBI has changed to Nano Dimension Ltd. at the beginning of 2015. During 2015, Nano Dimension’ share price peaked to 798 NIS cents (approximately 6.6 times the price at the time of the acquisition of shares by Mr. Silberman(.Furthermore after the merger transaction, Mr. Silberman raised approximately NIS 200 million for Nano Dimension through private placements by institutional investors in Israel and abroad.
Insuline Medical Ltd.
The Company’s board of directors noted that in September 2017 the shareholders of Insuline Medical Ltd. rejected Mr. Silberman’s candidates in a proxy contest, denying from the Company’s shareholders the true set of events.
On July 4, 2017, Mr. Silberman became an interested party in Insulin. At that time, Insuline’s share price was 617 NIS cents per share. Upon becoming an interested party and with the assistance of another shareholder, Insuline’s board was replaced and a private placement of shares was performed based on the trading price on the stock exchange at that time (price of 2,475 NIS cents per share). After the performance of the successful private placement as aforesaid, Insuline executed a successful merger with a non-bank financing company, while raising NIS 10 million in debt from an institutional investor.
On April 12, 2018, Mr. Silberman ceased to be an interested party in Insuline. At the same time, Insuline’s share price was approximately 3,300 NIS cents per share (approx. 5.3 times the price compared to the price when Mr. Silberman became an interested party in Insuline).
Prior to Mr. Silberman’s becoming an interested party in Insuline and under the previous board of Insuline, the value of Insuline’s share price decreased by approximately 95%, while performing various capital raising and capital dilutions, which are similar in essence to the steps taken and are currently being taken by the Company.
Itschak Shrem
The Company’s board of directors further published misleading information on Mr. Itshak Shrem, Pure Capital director nominee stating that Mr. Shrem was questioned by the police on certain matters and then was released by the court under restrictive provisions. However, the board of directors forgot to state, in what can only be understood as deliberate bad faith, is that all claims against Mr. Itshak Shrem were later instantaneously dropped by the police. The Company’s board of directors was in possession of this information, as it was included in the letter sent by pure Capital to the Company on February 6, 2019.
2
Pure Capital’s Plans for the Company
As stated in our previously filed position statement, Pure Capital’s sole purpose is to cease the mismanagement of the Company’s directors and management which has lead the Company into stagnation and disarray, including cutting exaggerated costs, such as salary payments to officers, which amounted more than $1 million dollars in 2017 for the five highest paid executive compared to a net income of the Company of only $773,000 in 2017.
In addition, Pure Capital will act to bring strategic investors to back up the Company and allow the Company to raise capital at higher valuations, unlike the dilutive fund raisings carried out by the Company’s current management in the last five years, which has led to extensive pressure on the Company’s share price.
Pure Capital’s position is that the current directors have failed miserably in fulfilling their duties and should therefore be removed from their respective positions. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the removal from office, immediately following the meeting, of each of the Company’s current directors as stated under Proposal no. 1 of the proxy statement published by the Company on March 7, 2019.
In addition, Pure Capital believes that its director nominees are the most suitable candidates to serve as directors of the board of directors of the Company. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the election of the Pure Capital director nominees, as stated under Proposal No. 2 of the proxy statement published by the Company on March 7, 2019.
Sincerely | |
/s/ Kfir Silberman | |
Mr. Kfir Silberman | |
L.I.A Pure Capital Ltd. |
3