|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
SHL TELEMEDICINE LTD (Name of Issuer) |
Ordinary shares, nominal value NIS 0.01 per share (Title of Class of Securities) |
78423T200 (CUSIP Number) |
Value Base Ltd. c/o Tsahy Alon General Counsel, 23 Yehuda Halevi St. Tel-Aviv, L3, 6513601 972-3-622-3381 Herzog Fox & Neeman Attn: Ron Ben-Menachem, Adv., 6 Yitzhak Sadeh St. Tel-Aviv, L3, 6777506 972-3-692-2020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/03/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Value Base Ltd. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC, PF, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 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:
0.00 8
Shared Voting Power:
5,624,944.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
5,624,944.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
5,624,944.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.18 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Value Base Hedge Fund Ltd., acting as the general partner to Harmony Base, Limited Partnership |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC, PF, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 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:
0.00 8
Shared Voting Power:
5,624,944.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
5,624,944.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
5,624,944.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.18 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Ido Nouberger |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC, PF, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 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:
0.00 8
Shared Voting Power:
5,624,944.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
5,624,944.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
5,624,944.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.18 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Victor Shamrich |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC, PF, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 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:
0.00 8
Shared Voting Power:
5,624,944.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
5,624,944.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
5,624,944.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.18 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Ordinary shares, nominal value NIS 0.01 per share |
| (b) |
Name of Issuer:
SHL TELEMEDICINE LTD |
| (c) |
Address of Issuer's Principal Executive Offices:
90 Yigal Alon Street, Tel Aviv,
ISRAEL
, 67891. |
| Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 21, 2023 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto, filed on February 12, 2024 (the "Schedule 13D"), with respect to the ordinary shares, nominal value NIS 0.01 per share (the "Ordinary Shares"), of SHL Telemedicine Ltd., a company incorporated in Israel ("SHL" or the "Issuer"). The address of the principal executive office of SHL is 90 Yigal Alon Street, Tel Aviv 67891, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended to add the following:
On December 3, 2025, the Issuer announced completion of a rights offering in which each of the Reporting Persons subscribed fully (the "Rights Offering"). In the Rights Offering, the Reporting Persons paid the Issuer approximately $0.76 per Ordinary Share, investing an aggregate of approximately $3.2 million, as follows: Mr. Nouberger has invested approximately $0.8 million in personal funds to acquire 1,128,168 Ordinary Shares he owns directly; Mr. Shamrich has invested approximately $0.2 million in personal funds to acquire 216,000 Ordinary Shares he owns directly; Value Base has invested approximately $1.3 million of its equity to acquire 1,708,077 Ordinary Shares it owns directly; and the Limited Partnership has invested approximately $0.9 million of its equity to acquire 1,166,463 Ordinary Shares it holds directly.
Purchase costs described above were converted from Swiss Francs to U.S. Dollars based on the exchange rate on the original purchase dates. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended to add the following:
The information set forth in Item 3 is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows:
As of the date hereof, the General Partner may be deemed to be the beneficial owner of the 1,555,284 Ordinary Shares held directly by the Limited Partnership, which represents approximately 4.20% of the number of Ordinary Shares outstanding.
As of the date hereof, Value Base owns directly (and therefore is deemed the beneficial owner of) 2,277,436 Ordinary Shares. As the sole owner of the General Partner, Value Base may be deemed the indirect beneficial owner of 1,555,284 Ordinary Shares beneficially owned by the General Partner, which together with the Ordinary Shares it owns directly represents 3,832,720 Ordinary Shares or approximately 10.34% of the number of Ordinary Shares outstanding.
As of the date hereof, Mr. Shamrich owns directly (and therefore is deemed the beneficial owner of) 288,000 Ordinary Shares and, who together with Mr. Nouberger controls Value Base, may be deemed the indirect beneficial owner of 3,832,720 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly represents 4,120,720 Ordinary Shares or approximately 11.12% of the number of Ordinary Shares outstanding.
As of the date hereof, Mr. Nouberger owns directly (and therefore is deemed the beneficial owner of) 1,504,224 Ordinary Shares and, who together with Mr. Shamrich controls Value Base, may be deemed the indirect beneficial owner of 3,832,720 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly represents 5,336,944 Ordinary Shares or approximately 14.40% of the number of Ordinary Shares outstanding.
Because the Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the General Partner, Value Base, Mr. Shamrich and Mr. Nouberger may share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 5,624,944 Ordinary Shares held in the aggregate by the reporting persons, which represent approximately 15.18% of the number of Ordinary Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
Percentages set forth in this Schedule 13D were calculated based on 37,059,946 ordinary shares outstanding as of December 3, 2025 (as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the SEC on December 3, 2025). |
| (b) | The information set forth in Item 5(a) is incorporated herein by reference. |
| (c) | Except as otherwise set forth in this Amendment No. 2, to the best of the Reporting Persons' knowledge none of the persons named in Item 2 effected any other transactions in the Ordinary Shares during the past sixty (60) days or since the most recent filing on Schedule 13D, whichever is less. |
| (d) | No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended and restated as follows:
The following Exhibits are filed herewith:
1. Joint Filing Agreement by and among the Reporting Persons, dated as of December 21, 2023 (incorporated herein by reference to Exhibit 1 of the Original Schedule 13D)
2. Letter from Value Base Ltd. to the Board of Directors of SHL Telemedicine Ltd., dated December 14, 2023 (incorporated herein by reference to Exhibit 2 of the Original Schedule 13D)
3. Attorney's Certification certifying the signature authority of person(s) signing on behalf of Value Base Hedge Fund Ltd., dated as of December 21, 2013 (incorporated herein by reference to Exhibit 3 of the Original Schedule 13D) | |
| 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.
|
Value Base Ltd. |
| Signature: | /s/ Ido Nouberger | |
| Name/Title: | Ido Nouberger/CEO | |
| Date: | 12/04/2025 | |
| Signature: | /s/ Victor Shamrich | |
| Name/Title: | Victor Shamrich/Chairman | |
| Date: | 12/04/2025 |
Value Base Hedge Fund Ltd., acting as the general partner to Harmony Base, Limited Partnership |
| Signature: | /s/ Ido Nouberger | |
| Name/Title: | Ido Nouberger/Director | |
| Date: | 12/04/2025 | |
| Signature: | /s/ Victor Shamrich | |
| Name/Title: | Victor Shamrich/Director | |
| Date: | 12/04/2025 |
Ido Nouberger |
| Signature: | /s/ Ido Nouberger | |
| Name/Title: | Ido Nouberger | |
| Date: | 12/04/2025 |
Victor Shamrich |
| Signature: | /s/ Victor Shamrich | |
| Name/Title: | Victor Shamrich | |
| Date: | 12/04/2025 |
| Comments accompanying signature: * Evidence of signature authority attached as Exhibit 3 to this Schedule 13D. |