Filed Pursuant to Rule 424(b)(1)
Registration No. 333-265293
PROSPECTUS
SUPERCOM LTD.
5,648,689 Ordinary Shares
This prospectus relates to the resale from time to time of up to 5,648,689 ordinary shares (the
“Shares”), par value NIS 0.25 per share (the “ordinary shares”), issuable upon the exercise of outstanding warrants (the “Private Warrants”) held by the selling stockholder named herein (the “Selling Stockholder”).
The Selling Stockholder may offer the Shares from time to time directly or through underwriters, broker or dealers and in one or more
public or private transactions at market prices prevailing at the time of sale, at fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices, as further described herein. We
have agreed to bear all of the expenses incurred in connection with the registration of the Shares. If the Shares are sold through underwriters, broker-dealers or agents, the Selling Stockholder or purchasers of the Shares will be responsible for
underwriting discounts or commissions or agents’ commissions. The timing and amount of any sale is within the sole discretion of the Selling Stockholder.
We are not selling any ordinary shares and will not receive any proceeds from the sale of the Shares
by the Selling Stockholder under this prospectus. Upon the exercise of the Private Warrants for all 5,648,689 of our ordinary shares by payment of cash, however, we will receive aggregate gross proceeds of approximately $3.95 million.
Our ordinary shares are listed on The NASDAQ Capital Market under the symbol “SPCB.” On May 23, 2022, the last reported sale price of
our ordinary shares on The Nasdaq Capital Market was $0.322 per share.
You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Documents
by Reference” and “Where You Can Find Additional Information,” carefully before you invest in any of our securities.
Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully
read “Risk Factors” on page 3 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 8, 2022
TABLE OF CONTENTS
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Description
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You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the Selling
Stockholder have authorized, and no underwriter is expected to authorize, anyone to provide you with information that is different. This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under
which the offer or solicitation is unlawful. The Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. You should not assume that the information we have
included in this prospectus is accurate as of any date other than the date of this prospectus, or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or of any of our securities. Our business, financial condition, results of operations, and prospects may have changed since that date.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the
registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
The SuperCom design, logo and the mark “SuperCom” are the property of SuperCom. This prospectus contains additional trade names,
trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you
should consider before investing in our securities. You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information
discussed under “Risk Factors” and our financial statements and notes thereto that are incorporated by reference in this prospectus. Unless otherwise indicated herein, the terms “SuperCom,” the “Company,” “we,” “us” “our” refer to SuperCom Ltd.
Our Company
Founded in 1988, we are a global provider of traditional and digital identity solutions, advanced IoT and connectivity solutions, and cyber security products and solutions, to governments and private
and public organizations throughout the world.
We are comprised of three main Strategic Business Units (SBU): e-Gov, IoT and Connectivity, and Cyber Security:
e-Gov
Through our proprietary e-Government platforms and innovative solutions for traditional and biometrics enrollment, personalization,
issuance and border control services, we have helped governments and national agencies design and issue secured multi-identification, or Multi-ID, documents and robust digital identity solutions to their citizens, visitors and Lands.
We have focused on expanding our activities in the traditional identification, or ID, and electronic identification, or e-Gov, market,
including the design, development and marketing of identification technologies and solutions to governments in Europe, Asia, America and Africa using our e-Government platforms. Our activities include: (i) utilizing paper secured by different levels
of security patterns (UV, holograms, etc.); and (ii) electronic identification secured by biometric data, principally in connection with the issuance of national Multi-ID documents (IDs, passports, driver’s licenses, vehicle permits, and visas,
Secure Land Certificated) border control applications and Land Information System (LIS).
IoT and Connectivity
Our IoT products and solutions reliably identify, track and monitor people or objects in real time, enabling our customers to detect
unauthorized movement of people, vehicles and other monitored objects. We provide all-in-one field proven IoT suite, accompanied with services specifically tailored to meet the requirements of an IoT solutions. Our proprietary IoT suite of hybrid
hardware, connectivity and software components are the foundation of these solutions and services. Our IoT division has primarily focused on growing the following markets: (i) public safety; (ii) healthcare and homecare; (iii) Smart Cities (iv) Smart
Campus and (iv) transportation.
During 2006, we identified the growing electronic tracking and monitoring vertical markets for public safety, real time healthcare and
homecare, and transportation management. We have developed the PureRF Hybrid suit of wrist devices, connectivity, and controlling software, from 2012 we have developed the next generation IoT suite of devices, connectivity and Monitoring software;
the PureSecurity Hybrid Suite of wrist band, tags, beacons, PureCom, Pure Monitors, PureTrack and other components.
On January 1, 2016 we acquired Leaders in Community Alternatives, Inc., or LCA. LCA is a California based, private criminal justice
organization, providing community-based services and electronic monitoring programs to government agencies in the U.S. for more than 25 years. LCA offers a broad range of competitive solutions for governmental institutions across the U.S. in
addressing realignment strategies and plans.
Connectivity
In 2016, as part of our strategy to enhance and broaden our IoT connectivity products and solutions offerings for public safety,
enterprises, hospitality and smart cities markets, on May 18, 2016, we acquired Alvarion Technologies Ltd., or Alvarion. Alvarion designs solutions for carrier wi-fi, enterprise connectivity, smart city, smart hospitality, connected campuses and
connected events that are both complete and heterogeneous to ensure ease-of-use and optimize operational efficiency. Carriers, local governments and hospitality sectors worldwide deploy Alvarion’s intelligent wi-fi networks to enhance productivity
and performance, as well as its legacy backhaul services and products.
Cyber Security
During 2015, we identified the cyber security market as a very fast growing market where we believe that SuperCom has major advantages
due to synergic technologies and shared customer base to our e-Gov, IoT and connectivity SBUs. In 2015, we acquired Prevision Ltd., or Prevision, a company with a strong presence in the market and a broad range of competitive and well-known cyber
security services. During the first quarter of 2016, we acquired Safend Ltd, or Safend, an international provider of cutting edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection,
encryption methodologies, and comprehensive device and port control. Safend maps sensitive information and controls data flow through email, web, external devices and additional channels.
Both acquisitions significantly expanded the breadth of our cyber security capabilities globally, while providing us with outstanding
market and technological experts and over 3,000 customers in the United States, Europe, and Asia, and more than three million software license seats deployed by multinational enterprises, government agencies and small to mid-size companies around the
globe, together with leading data and cyber security platforms and technologies.
Statements made in this Registration Statement on Form F-1 (this “Registration Statement”) concerning the contents of any contract,
agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all their terms. If we filed any of these documents as an exhibit to this Registration Statement or to any previous filing with
SEC, you may read the document itself for a complete recitation of its terms.
In this Registration Statement, unless otherwise specified or unless the context otherwise requires, all references to “$” or “dollars”
are to U.S. dollars and all references to “NIS” are to New Israeli Shekels. Except as otherwise indicated, the financial statements of and information regarding SuperCom are presented in U.S. dollars in accordance with generally acceptable accounting
principles in the United States (“U.S. GAAP”). The representative rate exchange rate between the NIS and the dollar as published by the Bank of Israel and effective on April 27, 2021, was NIS 3.3250 per $1.00.
Corporate Information
SuperCom Ltd. is a company organized under the laws of the State of Israel. Our principal executive offices are located at 3 Rothschild Street, Tel Aviv, Israel and our telephone number is +972 (9)
889-0850. Our web site address is http:// www.supercom.com. The information on our web site does not constitute part of this prospectus. Our agent in the United States is SuperCom, Inc., and is located at 160 Franklin Street, Suite 310, Oakland,
CA, 94607.
An investment in our securities involves a high degree of risk. Our business, financial condition or results of operations could be
adversely affected by any of these risks. You should carefully consider the risks described below and all of the information contained or incorporated by reference in this prospectus. The risks and uncertainties we have described are not the only
ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. Past financial performance may not be a reliable indicator of future performance, and historical trends
should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price
of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”
Except as set forth below, there have been no material changes in our risk factors since those
published in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2022.
Risks Related to This Offering
You may experience future dilution as a result of future equity offerings and other issuances of
our ordinary shares or other securities. In addition, this offering and future equity offerings and other issuances of our ordinary shares or other securities may adversely affect the price of our ordinary shares.
In order to raise additional capital, we may in the future offer additional ordinary shares or other securities convertible into, or exchangeable for our ordinary shares at prices that may not be the same as the price per share in this offering. We may not be
able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by the investor in this offering, and investors purchasing shares or other securities in the future could
have rights superior to existing stockholders. The price per share at which we sell additional ordinary shares or securities convertible into ordinary shares in future transactions may be higher or lower than the price per share in this offering. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of ordinary shares under our stock incentive programs. In addition, the sale of the Shares in this offering and any future sales of a substantial number of our ordinary shares in the public market, or the perception that such sales may occur, could adversely affect the price of our ordinary shares. We cannot predict the effect, if any, that market sales of those shares of ordinary shares or the availability of those shares for sale will have on the market price of our ordinary shares.
Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of
our ordinary shares and penny stock trading.
In December 2021, we received a notice from the Listing Qualifications Department the Nasdaq Stock Market (“Nasdaq”), regarding the fact
that the market price of our ordinary shares was below the $1.00 minimum bid price requirement for continued listing (the “Bid Price Rule”). There can be no assurance that we will be able to correct the Bid Price Rule deficiency, or that we will be
able to continue to meet all of the other criteria necessary for Nasdaq to allow us to remain listed. If we fail to satisfy the applicable continued listing requirement and continue to be in non-compliance after notice and the applicable grace period
ends (which is six months in the case of the Bid Price Rule, subject to an additional six-month extension), Nasdaq may commence delisting procedures against our Company (during which we may have additional time of up to six months to appeal and
correct our non-compliance).
If our ordinary shares are ultimately delisted from Nasdaq, our ordinary shares would likely then
trade only in the over-the-counter market and the market liquidity of our ordinary shares could be adversely affected and their market price could decrease. If our ordinary shares were to trade on the over-the-counter market, selling our ordinary
shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations
for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level
of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These
factors could result in lower prices and larger spreads in the bid and ask prices for our ordinary shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer
development opportunities for us.
In addition to the foregoing, if our ordinary shares are ultimately delisted from Nasdaq and they trade on the over-the-counter market, the application
of the “penny stock” rules could adversely affect the market price of our ordinary shares and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has
a market price of less than $5.00 per share, subject to specific exemptions. If our ordinary shares are ultimately delisted from Nasdaq and then trade on the over-the-counter market at a price of less than $5.00 per share, our ordinary shares would
be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our ordinary shares
and may affect the ability of investors to sell their shares, until our ordinary shares no longer are considered a penny stock.
Our share price may be volatile, which could prevent you from being able to sell your shares at
or above your purchase price.
The market price of our ordinary shares has been and may continue to be
subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
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actual or anticipated variations in our quarterly operating results or those of our competitors;
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announcements by us or our competitors of technological innovations or new and enhanced products;
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developments or disputes concerning proprietary rights;
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introduction and adoption of new industry standards;
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changes in financial estimates by securities analysts;
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market conditions or trends in our industry;
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changes in the market valuations of our competitors;
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announcements by us or our competitors of significant acquisitions;
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entry into strategic partnerships or joint ventures by us or our competitors;
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failing to meet in the financial projection or guidance;
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actual and anticipated market volatility due to the COVID-19;
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political and economic conditions, such as a recession or interest rate or currency rate fluctuations or political events;
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other events or factors in any of the countries in which we do business, including those resulting from war, incidents of terrorism, natural disasters or responses to such event;
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market conditions for cybersecurity stocks in general; and
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general economic and market conditions.
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The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market
conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our ordinary shares and could subject us to securities class action litigation.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable
research about our business, our share price and trading volume could decline.
The trading market for our ordinary shares will depend on the research and reports that securities or industry analysts publish about us
or our business. We do not have any control over these analysts. There can be no assurance that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our
stock, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading
volume to decline.
Provisions in our corporate charter documents could make an acquisition of our Company, which may
be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Provisions in our corporate charter documents may discourage, delay or prevent a merger, acquisition or other change in control of our
Company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your ordinary shares. These provisions could also limit the price that investors might be willing to pay in the future for
shares of our ordinary shares, thereby depressing the market price of our ordinary shares. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, these provisions provide that:
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the authorized number of directors can be changed only by resolution of our board of directors;
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our Articles of Association may be amended or repealed by our stockholders;
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our stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of our ordinary shares outstanding will be able to elect all of our directors; and
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our stockholders must comply with advance notice provisions applicable required under the laws of Israel to bring business before or nominate directors for election at a stockholder meeting.
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Investing in our securities involves a high degree of risk. You should carefully consider the risks described below
and all of the information contained or incorporated by reference in this prospectus. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may
include forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including
“anticipates,” “believes,” “intends,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “could,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking
statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Factors that could cause our actual results to differ materially from those expressed or implied in such
forward-looking statements include, but are not limited to:
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our ability to manage our growth profitably, our business, financial results and stock price could suffer;
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purchase price allocation in connection with our acquisition of OTI’s SmartID division, Safend, Alvarion and Prevision requires estimates, which may be subject to change in the future;
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our dependence on orders from large customers for a substantial portion of our revenues;
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the impact of other companies and technologies that compete with us within our industry;
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any acquisitions that we have completed, or may complete in the future, may not perform as planned and could disrupt our business and harm our financial condition and operations;
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our ability to generate sufficient cash from operations and potential need to obtain additional financing or reduce our level of expenditure;
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changing technology, requirements, standards and products in the market of our products;
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our ability to enter into contracts with governments, as well as state and local governmental agencies and municipalities;
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our dependence on third-party representatives, resellers and distributors could result in marketing and distribution delays;
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if our technology and solutions cease to be adopted and used by government and public and private organizations;
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our ability to develop and sustain our position as a provider of e-Gov, IoT and Connectivity, and Cyber Security, solutions and services and earn high margins from our technology;
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our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment;
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our efforts to expand our international operations and maintain or increase our future international sales;
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our exposure to risks in operating in foreign markets;
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fluctuation in our financial and operating results;
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our reliance on third party technologies and components for the development of some of our products;
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delays in deliveries from our suppliers, defects in goods or components supplied by our vendors, or delays in projects that are performed by our subcontractors;
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significant differences between forecasted demands and actual orders received;
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breaches of network or information technology security, natural disasters or terrorist attacks;
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ability by third parties to obtain access to our proprietary information or could independently develop similar technologies;
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assertion by third parties that we are infringing their intellectual property rights, and IP litigation;
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our reliance on the services of certain of our executive officers and key personnel;
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our ability to attract, hire and retain qualified technical personnel;
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our products being subject to government regulation of radio frequency technology;
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war, terrorism, other acts of violence or natural or man-made disasters, including a global pandemic;
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the impact of COVID-19 pandemic on the global economy;
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the impact of the political and security situation in Israel and in the U.S. on our business.
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impact of inflation and currency fluctuations;
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impact of the obligation of our management or key personnel to perform military service in Israel;
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our ability to enforce covenants not-to-compete under current Israeli law; and
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our company being subject to claims for remuneration or royalties for assigned service invention rights by our employees.
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We caution you to carefully consider these risks and not to place undue reliance on our forward-looking statements. Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on
information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from
what is expressed in or suggested by the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Unless we are required to do so under U.S. federal securities laws
or other applicable laws, we do not assume an obligation to or intend to update or revise any forward-looking statements. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with
respect to those or other forward-looking statements. We caution you not to give undue weight to such projections, assumptions and estimates.
We will not receive any of the proceeds from the sale of shares of the Shares by the Selling Stockholder. However, to the extent that the Private Warrants (as defined herein under “Selling Stockholder”) are exercised
for cash, we will receive proceeds up to an aggregate of $3.95 million. We intend to use any cash proceeds received from exercise of the Private Warrants for working capital, acquisitions, debt servicing and other general corporate purposes.
We have never declared or paid cash dividends on our ordinary shares . We currently intend to retain all available funds and any future
earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors and will depend
on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
On February 25, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the selling stockholder identified below (the
“Selling Stockholder”) pursuant to which we issued to the Selling Stockholder, in a registered direct offering, an aggregate of 3,130,000 of our ordinary shares (the “Registered Shares”), and 4,401,585 pre-funded warrants to purchase our ordinary
shares (the “Registered Pre-Funded Warrants”) with an exercise price of $0.00001 per share, which such Registered Pre-Funded Warrants were issued in lieu of Shares to ensure that the Selling Stockholder did not exceed certain beneficial ownership
limitations (collectively, the “Offering”). The negotiated combined purchase price for one Share and one Private Warrant (as defined below) to purchase 0.75 ordinary shares was $0.6174 and the combined purchase price for one Registered Pre-Funded
Warrant and one Private Warrant was $0.61739. On March 1, 2022, we completed the Offering.
The Registered Pre-Funded Warrants have an exercise price of $0.00001 per share. The Registered Pre-Funded Warrants are immediately
exercisable and may be exercised at any time after their original issuance until the Registered Pre-Funded Warrants are exercised in full. The Shares and Registered Pre-Funded Warrants (and the ordinary shares issuable upon the exercise of the
Registered Pre-Funded Warrants) were offered by us pursuant to a prospectus supplement to our currently effective shelf Registration Statement on Form F-3 (File No. 333-261442), which was declared effective by the SEC on December 27, 2021. We filed
the prospectus supplement for the Offering on or about February 28, 2022.
In a concurrent private placement, we also issued to the Selling Stockholder warrants to purchase an aggregate of 5,648,689 of ordinary shares at an
exercise price of $0.70 per share (the “Private Warrants” and together with the Registered Pre-Funded Warrants, the “Warrants). The Private Warrants are exercisable beginning on the six-month anniversary of the closing date of the Offering (the
“Closing Date”) and will expire five years and six months following the Closing Date. If after the six month anniversary of the issuance date there is no effective registration statement registering the resale of the ordinary shares issuable upon
exercise of the Private Warrants then the Private Warrants shall be also exercisable on a cashless basis. The exercise price of the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants (the “Warrant Shares”)
will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, or reorganization, as described in the Private Warrants. The Private Warrants and the ordinary shares issuable upon exercise of
such warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and instead were offered and sold pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated
thereunder.
Pursuant to the Registration Rights Agreement, dated as of February 25, 2022 (the “Registration Rights Agreement”), entered into with
the Selling Stockholder, we agreed to file a registration statement (the “Registration Statement”) to register the resale of the Warrant Shares within 90 days of the date of the Purchase Agreement and to obtain effectiveness of the Registration
Statement within 150 days following the date of the Purchase Agreement (or 180 days in the event of a full review by the SEC).
The Private Warrants and the Shares underlying such warrants being offered by the Selling Stockholder are those previously issued to the
Selling Stockholder, and those issuable to the Selling Stockholder, upon exercise of the Private Warrants. We are registering the Shares issuable upon the exercise of the Private Warrants in order to permit the Selling Stockholder to offer such
Shares for resale when and as they deem appropriate in the manner described in the “Plan of Distribution.” Except for the ownership of the Shares, the Private Warrants and the transactions described above, the Selling Stockholder have not had any
material relationship with us within the past three years.
The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the Private Warrants and the
ordinary shares by the Selling Stockholder. The second and third columns list the number of Shares and Private Warrants, respectively, beneficially owned by the Selling Stockholder, based on its ownership of the ordinary shares and Private Warrants,
as of May 2, 2022, assuming exercise of all of the Private Warrants held by the Selling Stockholder on that date, without regard to any limitations on exercises.
The fourth column lists the Shares being offered by this prospectus by the Selling Stockholder.
In accordance with the terms of the Registration Rights Agreement with the Selling Stockholder, this prospectus generally covers the
resale of the maximum number of Shares issuable upon the exercise of the Private Warrants, determined as if the outstanding Private Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was
initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of
the Private Warrants. The fourth and fifth columns assume the sale of all of the Shares offered by the Selling Stockholder pursuant to this prospectus.
Under the terms of the Private Warrants, a Selling Stockholder may not exercise the Private Warrants to the extent such exercise would
cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise,
excluding for purposes of such determination ordinary shares issuable upon exercise of such Private Warrants which have not been exercised. The number of Shares in the second, third and fourth columns do not reflect this limitation. The Selling
Stockholder may sell all, some or none of their Shares in this offering. See “Plan of Distribution.”
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Name of Selling Stockholder
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|
Number of
Ordinary Shares
Beneficially Owned Prior to
Offering
|
|
|
Number of
Warrants
Owned
Prior to
Offering
|
|
|
Maximum
Number of
Ordinary Shares to be Sold Pursuant to this Prospectus
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|
|
Number of
Ordinary Shares Owned
after Offering
|
|
|
Percentage
Ownership
After
Offering
|
|
|
Armistice Capital Master Fund Ltd.(1)
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|
|
5,648,689(2
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)
|
|
|
5,648,689
|
|
|
|
5,648,689
|
|
|
|
0
|
|
|
|
(2
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)
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| |
(1)
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The securities are directly held by Armistice Capital Master Fund Ltd. (the “Master Fund”), a Cayman Islands exempted company, as the Selling Stockholder and may be deemed to be indirectly
beneficially owned by Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice and Steven Boyd disclaim beneficial ownership of the
reported securities except to the extent of their respective pecuniary interest therein. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
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|
|
|
|
|
|
|
|
|
|
(2)
|
Represents 5,648,689 shares underlying the Private Warrants being registered for resale hereby. The Private Warrants are subject to certain beneficial ownership limitations that prohibit the
Master Fund from exercising any portion thereof if, following the exercise, the Master Fund’s ownership of our common stock would exceed the relevant warrant’s ownership limitation of either 4.99% or 9.99%.
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|
|
The Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its
securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder
may use any one or more of the following methods when selling securities:
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
• |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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|
• |
an exchange distribution in accordance with the rules of the applicable exchange;
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|
• |
privately negotiated transactions;
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|
• |
settlement of short sales;
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|
• |
in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;
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|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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|
• |
a combination of any such methods of sale; or
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|
• |
any other method permitted pursuant to applicable law.
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The Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in
the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker- dealers or other financial institutions or
create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant
to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to
indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or
any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption
from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the Private Warrants or the Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder
will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ordinary shares by the Selling Stockholder or any other person. We
will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).
There can be no assurance that the Selling Stockholder will sell any or all of the Shares registered pursuant to the registration
statement of which this prospectus forms a part.
We are not aware of any plans, arrangements or understandings between the Selling Stockholder and any other underwriter, broker-dealer
or agent regarding the sale of the Shares by the Selling Stockholder.
We will pay all expenses incident to the filing of this registration statement. These expenses include accounting and legal fees in
connection with the preparation of the registration statement of which this prospectus form a part, legal and other fees in connection with the qualification of the sale of the shares under the laws of certain states (if any), registration and filing
fees and other expenses.
MATERIAL CHANGES FROM FORM 20-F
2