State of Israel
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
18 Einstein St., P.O. Box 4061
Ness Ziona Israel (Address of Principal Executive Offices) |
7414001
(Zip Code)
|
|
Brian K. Rosenzweig
Sarah C. Griffiths
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 841-1000
|
Aaron M. Lampert
Goldfarb Seligman & Co.
Ampa Tower
98 Yigal Alon Street
Tel Aviv 6789141, Israel
+972 (3) 608-9999
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☐
|
|
Emerging growth company ☒
|
Title of securities to be registered
|
Amount to be
registered(2) |
Proposed maximum offering price per
share |
Proposed maximum aggregate offering price
|
Amount of
registration fee |
||||||||||||
Ordinary shares, no par value(1)
|
10,727,310
|
(3)
|
$
|
0.87
|
$
|
9,332,760
|
(4)
|
$
|
1,019
|
(1)
|
These shares may be represented by American Depositary Shares (“ADSs”), each of which currently represents ten ordinary shares, no par value (“Ordinary Shares”), of MeaTech 3D Ltd. (the “Registrant”). ADSs
issuable upon deposit of the securities registered hereby have been registered under a separate Registration Statement on Form F-6 (File No. 333-253915).
|
||||||||||||||||
(2)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be
offered or issued in respect of the securities identified in the above table by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results
in an increase in the number of the outstanding Ordinary Shares.
|
||||||||||||||||
(3)
|
Represents (i) 6,727,310 Ordinary Shares issuable upon exercise or vesting of options or restricted stock units (“RSUs”), as applicable, granted under the Option and RSU Allocation Plan and (ii) 4,000,000
additional Ordinary Shares reserved for issuance under the Option and RSU Allocation Plan.
|
||||||||||||||||
(4)
|
Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sale prices reported for the ADSs on
the Nasdaq Capital Market on April 16, 2021.
|
|
• |
a monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the
company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned
foreseen events and amount or criteria;
|
|
• |
reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed against the office holder by an authority authorized to conduct such
investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him of any monetary obligation in lieu of a
criminal proceeding; (ii) concluded without the filing of an indictment against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require proof
of criminal intent; or (iii) in connection with a monetary sanction;
|
|
• |
a monetary liability imposed on the office holder in favor of all the injured parties by the breach in an Administrative Proceeding (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
|
|
• |
expenses expended by the office holder with respect to an Administrative Proceeding under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees;
|
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third
party, or (ii) in connection with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not require proof of criminal intent;
|
|
• |
financial liability imposed on the office holder on behalf of all the victims of the breach in an Administrative Proceeding;
|
|
• |
expenses incurred by an office holder in connection with a proceeding conducted with respect to the office holder under the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses; and
|
|
• |
any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
|
|
• |
Under the Companies Law, the Securities Law and the Antitrust Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the
company’s articles of association:
|
|
• |
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
• |
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
|
• |
a monetary liability imposed on the office holder in favor of a third party;
|
|
• |
a monetary liability imposed on the office holder in favor of an injured party in certain Administrative Proceedings under the Securities Law, including reasonable attorneys’ fees and other litigation expenses;
|
|
• |
expenses incurred by an office holder in connection with an Administrative Proceeding, including reasonable attorneys’ fees and other litigation expenses; and
|
|
• |
monetary liability imposed on the office holder in proceedings under or in connection with the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses.
|
|
• |
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would
not prejudice the company;
|
|
• |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
|
• |
a fine or forfeit levied against the office holder.
|
|
MEATECH 3D LTD.
|
|
|
|
By: /s/ Sharon Fima
|
|
Name: Sharon Fima
|
|
Title: Chief Executive Officer
|
Name
|
Title
|
Date
|
/s/ Sharon Fima
Sharon Fima
|
Chief Executive Officer, Chief Technology Officer and
Director (Principal Executive Officer)
|
April 21, 2021
|
/s/ Guy Hefer
Guy Hefer
|
Chief Financial Officer
(principal Financial Officer and Principal Accounting Officer)
|
April 21, 2021
|
/s/ Steven H. Lavin
Steven H. Lavin
|
Chairman of the Board of Directors
|
April 21, 2021
|
/s/ Eli Arad
Eli Arad
|
Director
|
April 21, 2021
|
/s/ Daniel Ayalon
Daniel Ayalon
|
Director
|
April 21, 2021
|
/s/ Shirly Cohen
Shirly Cohen
|
Director
|
April 21, 2021
|
/s/ David Gerbi
David Gerbi
|
Director
|
April 21, 2021
|
/s/ Omri Schanin
Omri Schanin
|
Director
|
April 21, 2021
|
/s/ Sari Singer
Sari Singer
|
Director
|
April 21, 2021
|
By:
|
Puglisi & Associates | |
By:
|
/s/ Donald J. Puglisi | |
Name:
|
Donald J. Puglisi | |
Title:
|
Managing Director |
Exhibit Number
|
Description
|
|
TEL AVIV
|
ZURICH
|
WWW.GOLDFARB.COM
|
Ampa Tower, 98 Yigal Alon St.
|
14 Mittelstrasse
|
||
Tel Aviv 6789141, Israel
|
Zurich 8008, Switzerland
|
||
Tel +972 (3) 608-9999
|
Tel +41 (44) 818 08 00
|
||
Fax +972 (3) 608-9909
|
Fax +41 (44) 818 08 01
|
||
INFO@GOLDFARB.COM
|
ZURICH@GOLDFARB.COM
|
April 21, 2021
|