Israel
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3674
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Not Applicable
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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Description
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Page
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2
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3
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6
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7
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7
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9
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11
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11
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11
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11
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12
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12
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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 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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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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Name of Selling Stockholder
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Number of
Ordinary Shares Beneficially Owned Prior to Offering |
Number of
Warrants
Owned
Prior to
Offering
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Maximum
Number of Ordinary Shares to be Sold Pursuant to this Prospectus |
Number of
Ordinary Shares Owned after Offering |
Percentage
Ownership After Offering |
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Armistice Capital Master Fund Ltd.(1)
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5,648,689(2
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) |
5,648,689
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5,648,689
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0
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(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)
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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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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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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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our Registration Statement on Form F-3, filed with the SEC on December 1, 2021;
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our Annual Report on Form 20-F for the fiscal year ended on December 31, 2021, filed with the SEC on April 4, 2022;
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the description of our ordinary shares contained in Item 1 of our Registration Statement on Form 8-A filed with the SEC on September 12, 2013 under the Exchange Act and any amendment or report filed for the purpose of updating that
description;
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our Report on Form 6-K filed with the SEC on February 28, 2022; and
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our Report on Form 6-K filed with the SEC on March 3, 2022.
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the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;
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the prevailing law of the foreign state in which the judgments were rendered allows the enforcement of judgments of Israeli courts (however, the Israeli courts may waive this requirement following a request by the attorney general);
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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the judgments are not contrary to public policy, and the enforcement of the civil liabilities set forth in the judgment does not impair the security or sovereignty of the State of Israel;
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the judgments were not obtained by fraud and do not conflict with any other valid judgment in the same matter between the same parties;
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an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and
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the obligations under the judgment are enforceable according to the laws of the State of Israel and according to the law of the foreign state in which the relief was granted.
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•
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a breach of duty of care towards us or any other person;
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•
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a breach of fiduciary obligations towards us, provided that the office holder acted in good faith and had reasonable grounds to assume that his or her act would not be to our detriment;
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•
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a financial liability imposed on him or her in favor of another person; or
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•
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any other event for which insurance of an office holder is or may be permitted.
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•
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financial liability imposed upon said office holder in favor of another person by virtue of a decision by a court of law, including a decision by way of settlement or a decision in
arbitration which has been confirmed by a court of law;
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•
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reasonable expenses of the proceedings, including lawyers’ fees, expended by the office holder or imposed on him by the court for:
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(1)
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proceedings issued against him by or on behalf of our company or by a third party;
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(2)
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criminal proceedings in which the office holder was acquitted;
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(3)
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criminal proceedings in which he was convicted in an offense, which did not require proof of criminal intent; or
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(4)
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any other liability or expense for which the indemnification of an officer holder is not precluded by law.
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•
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a breach by the office holder of his or her duty of loyalty towards the company unless, with respect to insurance coverage, the office holder acted in good faith and had a reasonable basis
to believe that the act would not prejudice the company;
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•
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a breach by the office holder of his or her duty of care if the breach was done intentionally or recklessly;
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any act or omission done with the intent to derive an illegal personal benefit; or
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any fine levied against the office holder.
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Exhibit
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Description
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* |
Filed herewith.
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† |
Management contract or compensatory plan or arrangement.
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(1) |
Filed as Exhibit 1.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-189910), filed with the SEC on July 3, 2013, and incorporated herein by reference.
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(2) |
Filed as Exhibit 2 to the Company’s Report on Form 6-K, filed with the SEC on August 22, 2013, and incorporated herein by reference.
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(3) |
Filed as Exhibit 1.3 to the Company’s Annual Report on Form 20-F, filed with the SEC on April 4, 2022, and incorporated herein by reference.
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(4) |
Filed as Exhibit 2.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-189810), filed with the SEC on July 3, 2013, and incorporated herein by reference.
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(5) |
Filed as Exhibit 4.1 to the Company’s Report on Form 6-K, filed with the SEC on February 28, 2022, and incorporated herein by reference.
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(6) |
Filed as Exhibit 4.2 to the Company’s Report on Form 6-K, filed with the SEC on February 28, 2022, and incorporated herein by reference.
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(7) |
Filed as Exhibit 4.2(a) to the Company’s Annual Report on Form 20-F, filed with the SEC on May 9, 2012, and incorporated herein by reference.
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(8) |
Filed as Exhibit 4.2(b) to the Company’s Annual Report on Form 20-F, filed with the SEC on May 9, 2012, and incorporated herein by reference.
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(9) |
Filed as Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-189810), filed with the SEC on July 3, 2013, and incorporated herein by reference.
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(10) |
Filed as Exhibit 10.1 to the Company’s Report on Form 6-K, filed with the SEC on February 28, 2022, and incorporated herein by reference.
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(11) |
Filed as Exhibit 10.2 to the Company’s Report on Form 6-K, filed with the SEC on February 28, 2022, and incorporated.
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(12) |
Filed as Exhibit 10.3 to the Company’s Report on Form 6-K, filed with the SEC on February 28, 2022, and incorporated.
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(13) |
Filed as Exhibit 11.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on June 30, 2008, and incorporated herein by reference.
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(14) |
Filed as Exhibit 8.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on April 4, 2022, and incorporated herein by reference.
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SUPERCOM LTD.
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By: /s/ Ordan Trabelsi
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Name: Ordan Trabelsi
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Title: Chief Executive Officer
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By: /s/ Arie Trabelsi
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Name: Arie Trabelsi
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Title: Acting Chief Financial Officer (Acting Principal Accounting Officer)
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Signature
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Date
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/s/ Ordan Trabelsi
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Chief Executive Officer and
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May 27, 2022
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Ordan Trabelsi
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Director
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/s/ Arie Trabelsi
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Acting Chief Financial Officer and
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May 27, 2022
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Arie Trabelsi
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Director
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/s/ Oren Raoul De Lange
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Director
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May 27, 2022
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Oren Raoul De Lange
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/s/ Shoshana Cohen Shapira
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Director
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May 27, 2022
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Shoshana Cohen Shapira
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SUPERCOM INC.
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Authorized U.S. Representative
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By: /s/ Ordan Trabelsi
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Ordan Trabelsi
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Very truly yours,
S. FRIEDMAN & CO.
Advocates
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Tel-Aviv, Israel
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/s/Halperin Ilanit
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May 27, 2022
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Certified Public Accountants (Isr.)
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Security Type
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Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price(1) |
Fee Rate
|
Amount of
Registration Fee |
||||||||||||||||||||
Fees
to
Be
Paid
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Equity
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Ordinary shares, par value NIS 0.25 per share
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457(c
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)
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5,648,689(1
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)
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$
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0.32(2
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)
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$
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1,807,580.48
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0.0000927
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$
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167.56
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||||||||||||||
Total Offering Amounts
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$
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1,807,580.48
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$
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167.56
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|||||||||||||||||||||||
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Total Fees Previously Paid
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-
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Total Fee Offsets
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-
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|||||||||||||||||||||||||
Net Fee Due
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$ |
167.56
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(1)
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Represents shares issuable upon exercise of outstanding warrants. Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as
may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated in accordance with Rule 457(c) and (g) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $0.32 per share, which is the average of the
high and low prices of the Registrant’s common stock, as reported on The Nasdaq Capital Market, on May 24, 2022.
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