| Item 1. | |
| (a) | Name of issuer:
QUANTUM X LABS INC. |
| (b) | Address of issuer's principal executive offices:
Atrium Tower, 2 Jabotinsky Street, Ramat Gan, Israel 5252903 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by each of J.B.D Innovation Ltd., a company incorporated under the laws of the State of Israel, and Mr. Nissim Daniel (each, a "Reporting Person" and together, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Nissim Daniel is 5 Harav Levin Street, Ramat Gan, Israel 5226039.
The address of the principal business office of J.B.D Innovation Ltd. is 98 Ha'Yarden Street, Ramat Gan, Israel 5224705. |
| (c) | Citizenship:
Mr. Nissim Daniel is a citizen of the State of Israel.
J.B.D Innovation Ltd. is a company incorporated under the laws of the State of Israel. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein.
Amount beneficially owned by the Reporting Persons consists of (i) 350,271 Shares held by Mr. Nissim Daniel, (ii) 44,283 Shares which may be acquired within 60 days of the date hereof through the exercise of a pre-funded warrant held by Mr. Daniel, which includes a blocker provision under which Mr. Daniel does not have the right to exercise the warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by Mr. Daniel, together with Mr. Daniel's affiliates, and any other persons acting as a group together with Mr. Daniel or any of Mr. Daniel's affiliates, of more than 4.99% of the Shares, (iii) 300,000 Shares held by J.B.D Innovation Ltd. ("J.B.D."), (iv) 750,000 Shares which may be acquired within 60 days of the date hereof through the exercise of options held by J.B.D. and (v) 300,000 Shares which may be acquired within 60 days of the date hereof through the exercise of a warrant held by J.B.D., which includes a blocker provision under which J.B.D. does not have the right to exercise the warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by J.B.D., together with J.B.D.'s affiliates, and any other persons acting as a group together with J.B.D.or any of J.B.D.'s affiliates, of more than 4.99% of the Shares.
Mr. Nissim Daniel does not directly own any shares of the Issuer's common stock held by J.B.D Innovation Ltd. Mr. Daniel, as the sole owner and director of J.B.D Innovation Ltd. may be deemed a beneficial owner of any shares of the Issuer's common stock beneficially owned by J.B.D Innovation Ltd. 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. |
| (b) | Percent of class:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein. % |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein.
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| | (ii) Shared power to vote or to direct the vote:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein.
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| | (iii) Sole power to dispose or to direct the disposition of:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein.
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| | (iv) Shared power to dispose or to direct the disposition of:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which is incorporated herein.
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)