FVRR Fiverr International Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 6-K

 

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2020

 

Commission File Number: 001-38929

 

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Fiverr International Ltd.

(Translation of registrant’s name into English)

 

8 Eliezer Kaplan Street

Tel Aviv 6473409, Israel

 (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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):  ☐

 

On November 30, 2020, further to the closing of Fiverr International Ltd.’s (the “Company”) previously announced convertible senior notes offering, the Company filed a motion with the Israeli court seeking approval to allow the Company to realize, if required, mechanisms established in the convertible senior notes issued by the Company for repurchase of the notes and to utilize in shares the capped call transactions entered into by the Company in connection with the issuance of the notes, for the aggregate amount of up to $243,000,000. The Company must receive approval from the Israeli court to allow the utilization of such mechanisms, if required. Once obtained, the Israeli court approval will also provide the Company with the right to repurchase its ordinary shares and our board of directors will have the authority to determine if and when to implement any repurchase program.

 

The Company will update the shareholders if and when court approval is obtained.

 

Forward-Looking Statements

 

This Report on Form 6-K (the “Form 6-K”) contains forward-looking statements. All statements contained in this Form 6-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the pending Israeli court approval and share or notes repurchase program. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from our expectations expressed or implied by the forward-looking statements, including without limitation the important factors discussed under the caption “Risk Factors” in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2020, our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on May 29, 2020, and our other reports filed with the SEC. Any such forward-looking statements represent management's estimates as of the date of this Form 6-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Form 6-K.