UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~UNDER~~For ~~THE~~the ~~SECURITIES~~month ~~EXCHANGE~~of ~~ACT~~August ~~OF 1934~~2025

For the month of June 2025

Commission File Number 001-37381

XYLO TECHNOLOGIES LTD. (Translation of registrant’s name into English)

~~(Translation~~10 ofHaNechoshet ~~registrant’s~~Street, ~~name~~Tel-Aviv, ~~into English)~~6971072, Israel

10 HaNechoshet Street Tel-Aviv, 6971072, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

On August 4, 2025, Xylo Technologies Ltd. (the “Company”), ~~hereby~~among ~~announces~~other ~~that~~investors, onentered ~~June~~into ~~22,~~a ~~2025,~~definitive securities purchase agreement (the ~~district~~“Securities ~~court~~Purchase ofAgreement”) ~~Tel~~with ~~Aviv~~ParaZero ~~(Economic~~Technologies ~~Division)~~Ltd. (~~the~~ “~~Court~~ParaZero”) ~~approved~~ for the ~~arrangement~~purchase of (~~the “Arrangement”~~i) ~~between~~581,818 ~~the~~of ~~Company~~ParaZero’s ~~and~~ordinary ~~its shareholders~~shares, ~~pursuant~~par tovalue ~~Section~~NIS ~~350~~0.02 ofper share (the ~~Israeli Companies~~“Ordinary ~~Law~~Shares”), ~~5759-1999~~ and ~~the~~(ii) ~~regulations~~pre-funded warrants ~~promulgated~~(the ~~thereunder.~~“Pre-Funded ~~The~~Warrants”) ~~Arrangement~~to ~~was~~purchase ~~previously~~up ~~approved~~to by100,000 ~~the~~Ordinary ~~Company’s~~Shares, ~~shareholders at~~in ~~special~~a ~~general~~registered ~~meetings~~direct ~~held~~offering onat ~~May~~a ~~27,~~purchase price ~~2025~~of $1.10 ~~The~~per ~~Court~~Ordinary ~~has~~Share ~~mandated~~and ~~that~~$1.09999 ~~the~~per ~~Arrangement~~Pre-Funded beWarrant, ~~consummated~~for ~~within~~the ~~180~~aggregate ~~days~~amount of ~~June 22~~$750, ~~2025~~000.

~~Following~~The ~~the~~Pre-Funded ~~Court’s approval,~~Warrants ~~the Company expects to consummate the Arrangement in accordance with the terms previously disclosed. Upon consummation of the~~are ~~Arrangement,~~exercisable ~~the~~at ~~Company~~an ~~will~~exercise ~~become~~price ~~a wholly-owned subsidiary~~ of L$0.~~I.A.~~00001 ~~Pure~~per ~~Capital~~Ordinary ~~Ltd. (the “Applicant”)~~Share, assubject ~~the~~to ~~Applicant will~~adjustment ~~purchase~~as ~~all~~set offorth ~~the~~therein, ~~issued~~ and ~~outstanding~~do ~~share~~not ~~capital~~expire ofuntil ~~the~~exercised in ~~Company that it does not already own~~full. AsThe aPre-Funded ~~result,~~Warrants ~~the~~can ~~Company’s American Depositary Shares will~~ be ~~delisted~~exercised ~~from~~on ~~the Nasdaq Stock Exchange, and its obligations as~~ a ~~public~~cashless ~~company will be terminated~~basis.

~~The~~A ~~Company~~holder ~~will~~of ~~update~~the ~~shareholders~~Pre-Funded onWarrants does not have the ~~anticipated~~right ~~timeline~~to ~~for~~exercise ~~closing~~any portion of its Pre-Funded Warrants if the holder (together with such holder’s affiliates, and any ~~additional~~persons ~~procedures~~acting as ~~further~~a ~~information~~group ~~becomes~~together ~~available~~with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own Ordinary Shares in excess of 4.99% of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise.

~~Forward~~The ~~Looking~~Securities ~~Statement~~Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

~~This Report of Foreign Private Issuer contains forward~~Forward-~~looking~~Looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report of Foreign Private Issuer on Form 6-K.Statements

~~The~~This Report ~~forward~~on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities ~~contained~~Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or ~~implied~~expectations, inbut ~~this~~forward ~~Report~~looking ofstatements ~~Foreign~~are ~~Private~~not ~~Issuer~~guaranteed onto ~~Form~~occur ~~6-K~~and may not occur for various reasons, including some reasons which are ~~subject~~beyond the Company’s control. For example, Company cannot guarantee ParaZero’s future performance, or that its investment in ParaZero will generate positive results. Furthermore, actual results may differ materially from those projected or implied due to ~~other~~various risks and uncertainties. For this reason, ~~including~~among ~~those discussed~~others, inyou ~~any~~should ~~filings~~not ~~with~~place undue reliance upon the ~~SEC~~Company’s forward looking statements. Except as ~~otherwise~~ required by law, the Company undertakes no obligation to revise ~~publicly~~or ~~release~~update any ~~revisions~~ ~~to these~~ forward- looking statements in order to reflect ~~events~~any event or ~~circumstances~~circumstance ~~after~~that ~~the~~may ~~date~~arise ~~hereof~~after ~~or to reflect~~ the ~~occurrence~~date of this ~~unanticipated~~Report ~~events~~on Form 6-K.

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-271984) and Form S-8 (File No. 333-274190, File No. 333-258624, File No. 333-206803, No. 333-221019 and No. 333-229429).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XYLO TECHNOLOGIES LTD.
	Xylo Technologies Ltd.
Date: June 23, 2025	By:	/s/ Tali Dinar
Date: August 8, 2025	By:	/s/ Tali Dinar
		Tali Dinar
		Chief Financial Officer

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