Report of Foreign Issuer (6-k)
January 26 2017 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2017
Commission
File Number: 001-36903
KORNIT
DIGITAL LTD.
(Translation
of registrant’s name into English)
12
Ha’Amal Street
Park
Afek
Rosh
Ha’Ayin 4824096, 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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY
NOTE
On
January 25, 2017, Kornit Digital Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”), with Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters
named therein (the “Underwriters”), and Fortissimo Capital Fund II (Israel), L.P. and Gabi Seligsohn (together, the
“Selling Shareholders”), relating to an underwritten public offering (the “Offering”), of 7,500,000 shares
of the Company. Of the 7,500,000 offered shares, 2,000,000 are being sold by the Company and 5,500,000 are being sold by the Selling
Shareholders, consisting of 5,410,000 by Fortissimo Capital Fund II (Israel), L.P. and 90,000 by Gabi Seligsohn, the Company’s
Chief Executive Officer. The offering price to the public is $16.50 per share. The Company and one of the Selling Shareholders
have granted the Underwriters a 30-day option to purchase up to an aggregate of 1,125,000 shares at the public offering price.
The Offering is expected to close on or about January 31, 2017.
The
foregoing description of the Underwriting Agreement is only a summary and is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached as Exhibit 1.1 to this Form 6-K.
The
Offering is being made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333- 215404), previously
filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a final prospectus supplement
dated January 25, 2017, relating to the Offering, with the SEC.
On
January 23, 2017, the Company issued a press release titled, “Kornit Announces Launch of Public Offering of Ordinary Shares.”
A copy of this press release is attached as Exhibit 99.1 to this Form 6-K.
On
January 25, 2017, the Company issued a press release titled, “Kornit Announces Pricing of Upsized Public Offering of Ordinary
Shares.” A copy of this press release is attached as Exhibit 99.2 to this Form 6-K.
This
Report of Foreign Private Issuer is incorporated by reference in the Company’s registration statements on Form F-3, SEC
file number 333-215404, filed with the SEC on January 3, 2017, and on Form S-8, SEC file numbers 333-214015 and 333-203970, filed
with the SEC on October 6, 2016 and May 7, 2015, respectively.
SIGNATURES
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.
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KORNIT
DIGITAL LTD.
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Date:
January 26, 2017
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By:
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/s/
Guy Avidan
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Name:
Guy Avidan
Title:
Chief Financial Officer
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Exhibit
Index
Exhibit
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Description
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1.1
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Underwriting
Agreement, dated as of January 25, 2017, by and among the Company, Barclays Capital Inc. and Citigroup Global Markets
Inc., as representatives of the several underwriters named therein, and Fortissimo Capital Fund II (Israel), L.P. and
Gabi Seligsohn.
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5.1
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Opinion
of Meitar Liquornik Geva Leshem Tal, Israeli counsel to the Company, as to the validity of the ordinary shares (including
consent).
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23.1
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Consent
of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5.1.)
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99.1
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Press
release dated January 23, 2017 and titled, “Kornit Announces Launch of Public Offering of Ordinary Shares.”
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99.2
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Press
release dated January 25, 2017 and titled, “Kornit Announces Pricing of Upsized Public Offering of Ordinary Shares.”
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