Report of Foreign Issuer (6-k)
January 10 2019 - 4:32PM
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 2019
Commission
File Number 333-206989
Ability
Inc.
(Translation
of registrant’s name into English)
Yad
Harutzim 14
Tel Aviv 6770007, 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): ____
The
information contained in this report is hereby incorporated by reference into the Company’s Registration Statements on Form
F-3 (333-226288) and Form S-8 (333-228465).
ABILITY
INC.
As
previously disclosed in a Report on Form 6-K filed on December 28, 2018, on December 27, 2018, Ability Inc. (the “Company”),
its subsidiary, Ability Computer & Software Industries Ltd. (“Ability”), Anatoly Hurgin, the Chief Executive Officer,
director and a founder of the Company (“Mr. Hurgin”), and Alexander Aurovsky, the Company’s Chief Technology
Officer, director and a founder of the Company (“Mr. Aurovsky”, and, together with Mr. Hurgin, the “Founders”),
entered into an agreement (the “Conversion Agreement”), pursuant to which the Founders agreed to transfer to the Company
an amount in cash (the “Founders’ Proceeds”) equal to the amount outstanding under the Company’s Line
of Credit (as defined below), and the Company intended to use the entire Founders’ Proceeds in order to repay the amount
outstanding under the Company’s Line of Credit in full.
In
return for transfer of the Founders’ Proceeds to the Company, the Company agreed to issue, in a private placement, to each
of the Founders 226,426 ordinary shares (452,852 ordinary shares in the aggregate) and warrants to purchase 226,426 ordinary shares
(452,852 ordinary shares in the aggregate) at a conversion price of $3.25, the same price per unit of the Company’s recently
closed public offering. The warrants will be immediately exercisable at a price of $3.25 per ordinary share, subject to adjustment
in certain circumstances, expire five years from the date of issuance and contain substantially similar terms to the warrants
issued in the recently closed public offering.
On January 10, 2019, the Company completed
the
closing of the Conversion Agreement (the “Closing”), which resulted an issuance of
226,426 ordinary shares
and 226,426 warrants to purchase ordinary shares to each of the Founders.
Simultaneously with the Closing, the
irrevocable undertaking executed by the Founders for the benefit of the Company (the “Undertaking”) was
automatically terminated. According to the Undertaking, the Founders agreed to make available to the Company from March 1,
2018, a $3.0 million line of credit or loan in favor of Ability. Subsequently, on April 11, 2018, the Company obtained a
six-month line of credit (the “Line of Credit”), secured by the Founders, from an Israeli commercial bank (the
“Bank”) in the amount of NIS 11.0 million (approximately $3.1 million), of which NIS 5.5 million (approximately
$1.5 million) has been drawn prior to the entry into the Conversion Agreement (the “Outstanding Debt”). In
addition, the Founders’ Proceeds were used to repay the Outstanding Debt to the Bank, and the Line of Credit
was terminated.
The
foregoing descriptions of the warrants are not complete and are qualified in their entirety by reference to the full text of the
warrants which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
The
following exhibits are attached:
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 hereunto duly authorized.
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ABILITY
INC.
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By:
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/s/
Anatoly Hurgin
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Anatoly
Hurgin
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Chief
Executive Officer
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Date:
January 10, 2019
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