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As filed with the Securities and Exchange Commission on March
4, 2020
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Registration No. 333-____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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ITAMAR MEDICAL LTD.
(Exact name of registrant as specified in
its charter)
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Israel
(State or Other Jurisdiction
of Incorporation or Organization)
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None
(I.R.S. Employer Identification
Number)
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9 Halamish Street
Caesarea 3088900, Israel
(Address of Principal Executive Offices;
Zip Code)
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2007 Israeli Share Option Plan
2007 Equity Incentive Plan
Israeli Equity Incentive Plan 2016
2016 U.S. Equity Incentive Plan
(Full Title of the Plan)
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Gilad Glick
Acting President
Itamar Medical, Inc.
3290 Cumberland Club Drive
Atlanta, GA 30339
(Name and Address of Agent for Service)
1-888-748-2627
(Telephone Number, Including Area Code,
of Agent for Service)
Copies of all communications, including
all communications sent to the agent for service, should be sent to:
Shy Basson, CFO
Itamar Medical Ltd., 9 Halamish Street, Caesarea 3088900, Israel
Tel: +972-4-6177000
Fax: +972-4-6275598
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated filer x
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Smaller
reporting company ¨
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Emerging
growth company x
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION
FEE
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Title of Each Class of Securities to be Registered
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Amount
to be Registered (2)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee (4)
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Ordinary Shares (1)
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17,900,000
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$0.4975
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(3)
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$8,905,250
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$1,155.90
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(1)
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American Depository Shares (“ADSs”), evidenced by American Depository
Receipts (“ADRs”), issuable upon deposit of Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”),
of Itamar Medical Ltd. are registered on a separate registration statement on Form 20-F (File No. 001-38775). Each ADS represents
thirty (30) Ordinary Shares.
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(2)
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Plus such number of Ordinary Shares of the Registrant, as may be issued
to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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The proposed maximum offering price per share and the proposed maximum aggregate
offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with
Rules 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices of the ADSs on the Nasdaq
Capital Market on February 27, 2020, a date within five (5) business days prior to the date of this Registration Statement.
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(4)
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Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed
maximum aggregate offering price multiplied by 0.0001298.
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________________________________
This Registration Statement shall become effective immediately
upon filing as provided in Rule 462 under the Securities Act of 1933.
EXPLANATORY NOTE
This Registration Statement
is filed by Itamar Medical Ltd. (the “Registrant”, “we” or “Itamar”) in accordance with the
provisions of General Instruction E to Form S-8 for the purpose of registering an additional 17,900,000 Ordinary Shares, par value
NIS 0.01 per share, of the Registrant, which are reserved for offer and sale under the 2007 Israeli Share Option Plan, the 2007
Equity Incentive Plan, the Israeli Equity Incentive Plan 2016 and the 2016 U.S. Equity Incentive Plan (together, the “Plans”).
The contents of the Registrant's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the "Commission")
on April 10, 2019 (File No. 333-230799) and Post-Effective Amendment No. 1 thereto as filed with the Commission on June 19, 2019
(File No. 333-230799), which were filed to register ordinary shares for issuance under the Plans, are incorporated herein by reference
and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
Itamar hereby incorporates by reference
into this Registration Statement the following documents previously filed with the Commission:
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(b)
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(i) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), since the end of the fiscal year covered by the documents referred to in clause (a) above
and (ii) the IFRS financial statements included in the press releases attached as Exhibit 99.1 to the Form 6-K submitted by
the Registrant to the Commission on November 26, 2019 and March 3, 2020; and
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(c)
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the description of our ADSs, ADRs and our Ordinary Shares
contained in our Registration Statement on Form F-1 (File No. 333-236120) filed with the Commission on January 28, 2020, as amended
by Form F-1/A (File No. 333-236120) filed with the Commission on January 29, 2020, and any amendment or report filed for the purpose
of updating that description.
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All documents subsequently
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all Reports on Form 6-K submitted to the Commission
subsequent to the date hereof, to the extent that such Reports indicate that information therein is incorporated by reference into
the Registrant’s Registration Statements on Form S-8, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are
filed as part of this registration statement:
EXHIBIT INDEX
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(1)
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Filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(2)
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Filed as Exhibit 1.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on January 28,
2020, and incorporated herein by reference.
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(4)
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Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(5)
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Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(6)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(7)
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Filed as Exhibit 2.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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¶
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Translated from Hebrew.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Caesarea, Israel, on the 4th day of March, 2020.
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ITAMAR MEDICAL LTD.
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By:
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/s/ Shy Basson
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Name:
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Shy Basson
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated. The undersigned officers and directors of the registrant hereby severally constitute and appoint Gilad Glick and
Shy Basson, and each of them, our true and lawful attorney-in-fact to sign for us and in our names in the capacities indicated
below any and all amendments or supplements, whether pre-effective or post-effective, to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto each
of said attorneys, acting singly, full power and authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming our signatures to said amendments to this registration statement signed by our said attorneys and all else that
said attorneys may lawfully do and cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/ Gilad Glick
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President
and Chief Executive Officer
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March 4, 2020
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Gilad Glick
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(Principal Executive Officer)
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/s/ Shy Basson
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Chief Financial
Officer
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March 4, 2020
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Shy Basson
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(Principal Financial and Accounting Officer)
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/s/
Giora Yaron
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Chairman of the
Board of Directors
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March 4, 2020
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Giora Yaron, PhD
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/s/
Martin Gerstel
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Director
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March 4, 2020
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Martin Gerstel
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/s/
Ilan Biran
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Director
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March 4, 2020
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Ilan Biran
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/s/ Jonathan Kolber
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Director
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March 4, 2020
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Jonathan Kolber
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/s/ Sami Totah
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Director
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March 4, 2020
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Sami Totah
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Director
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Christopher M. Cleary
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/s/ Yaffa Krindel
Sieradzki
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Director
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March 4, 2020
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Yaffa Krindel Sieradzki
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/s/ Zipora (Tzipi)
Ozer-Armon
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Director
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March 4, 2020
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Zipora (Tzipi) Ozer-Armon
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Itamar Medical, Inc.
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Authorized
Representative in the United States
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March 4, 2020
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By:
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/s/ Gilad Glick
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Name:
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Gilad Glick
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Title:
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Acting President
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EXHIBIT INDEX
___________
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(1)
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Filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(2)
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Filed as Exhibit 1.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on January 28,
2020, and incorporated herein by reference.
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(4)
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Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(5)
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Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(6)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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(7)
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Filed as Exhibit 2.2 to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on December 31,
2018, and incorporated herein by reference.
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¶
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Translated from Hebrew.
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EXHIBIT 5.1
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Ampa
Tower
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info@goldfarb.com
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98
Yigal Alon Street
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www.goldfarb.com
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Tel
Aviv 6789141, Israel
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Tel
+972 (3) 608-9999
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Fax
+972 (3) 608-9909
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March 4, 2020
Itamar Medical Ltd
9 Halamish Street
Caesarea 3088900, Israel
Ladies and Gentlemen:
We refer to the Registration
Statement on Form S-8 (the “Registration Statement”) to be filed on or about the date hereof with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of Itamar Medical
Ltd. (the “Company”), relating to 17,900,000 of the Company’s Ordinary Shares, par value NIS 0.01 per share (the
“Shares”), which are reserved for offer and sale under the 2007 Israeli Share Option Plan, the 2007 Equity Incentive
Plan, the Israeli Equity Incentive Plan 2016 and the 2016 U.S. Equity Incentive Plan (together, the “Plans”), in the
aggregate.
As counsel for the
Company, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary
or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us, and, as to matters
of fact, the accuracy of all statements and representations made by officers of the Company.
Upon the basis of such
examination and subject to the limitations, qualifications and assumptions set forth herein, we advise you that is our opinion
that the Shares, when paid for and issued in accordance with the terms of the Plans, will be duly authorized, validly issued, fully
paid and non-assessable.
We are members of the
Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State
of Israel. In rendering the opinion above, we have also assumed that each individual grant or award under the Plans that will be
made following the date hereof will be duly authorized by all necessary corporate action. Our opinion expressed herein is as of
the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof that may affect our opinion expressed herein.
We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that
we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.
Very truly yours,
/s/ Goldfarb Seligman & Co.