UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the Month of November 2017

 

Commission File Number 333-206989

 

Ability Inc.

(Translation of registrant’s name into English)

 

Yad Harutzim 14
Tel Aviv 6770007, Israel
(Address of principal executive offices)

 

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

 

 

 

 

 

ABILITY INC.

 

On November 13, 2017, Ability Inc. (the “Company”), Anatoly Hurgin and Alexander Aurovsky (together, the “Shareholders”) and The Bank Leumi Le-Israel Trust Company Ltd., as escrow agent entered into an amendment (the “Amendment”) to the escrow agreement among such parties dated December 23, 2015 (the “Escrow Agreement”). Pursuant to the Escrow Agreement, $11,850,000 in cash was deposited into an escrow account (the “Escrow Account”), and each of the Shareholders has the right, exercisable on one occasion from January 1, 2018 through March 1, 2018 (the “Put Option Period”), to require the Company to repurchase all or a portion of such Shareholder’s pro rata portion of 1,173,267 ordinary shares held by such Shareholder for an amount in cash equal to (1)(x) the number of shares being “put” to the Company by such Shareholder, multiplied by (y) $10.10 per share plus (2) such Shareholder’s pro rata portion of interest generated by the Escrow Account. Pursuant to the Amendment, the Put Option Period will now commence on January 1, 2019 and will end on March 1, 2021.

The following exhibit is attached:

 

99.1   Amendment to Escrow Agreement dated November 13, 2017

2
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ABILITY INC.
     
  By: /s/ Anatoly Hurgin
    Anatoly Hurgin
    Chief Executive Officer

 

Date: November 13, 2017 

 

3

 

 

Exhibit 99.1

 

Amendment to Escrow Agreement

 

made and entered into this __ day of November 2017

 

 

BY AND AMONG:

 

Anatoly Hurgin ID 306908641 & Alexander Aurovsk y ID 306345687 individuals (hereinafter referred to as the “ Shareholders ”) of the first part;

 

Ability Inc. ( previously known as Cambridge Holdco Corp. , Company Number 303448 a Cayman Islands company (hereinafter referred to as the “ Company ”) of the second part;

 

Shareholders and the Company shall be referred to herein collectively as the “ Parties .”

 

AND

 

The Bank Leumi Le-Israel Trust Company Ltd.

of 30 Sheshet Ha Yamim St. Bnei Brak 5120261, Israel

(hereinafter referred to as the “Escrow Agent” ) of the third part.

 

WHEREAS The Parties signed an Escrow Agreement on 23th December 2015 (the “ Escrow Agreement ” );

 

WHEREAS The Parties wish to amend the terms of the Escrow Agreement, by extending when the Put Option can be exercised by the Put Option Holders by one additional year as set forth herein;

 

NOW, it is hereby agreed between the Parties hereto as follows:

1.   The terms of the second paragraph of the Preamble of the Escrow Agreement shall be revised as follows:
   
  WHEREAS, each Shareholder (each, a “ Put Option Holder ”) shall have the right to put (each, a “ Put Option ” and collectively, the “ Put Options ”) to the Company certain shares of the Company (the “ Put Shares ”) for an amount in cash equal to a portion of the Sum. The Put Option may be exercised by each Put Option Holder, in whole or in part, on one or multiple occasions by giving written notice to the Company at its principal executive office, together with the delivery of the Put Shares covered by the Put Option, at any time from January 1, 2019 through March 1, 2021 (" the Put Option Exercise Period "), which is following the three (3) year anniversary of the end of the 2015 full fiscal year (i.e., December 31, 2018at (the “ Put Option Exercise Period ”). Each Put Option Holder’s written notice shall be signed by such Put Option Holder and shall state the number of Put Shares with respect to which the Put Option is being exercised. If the Put Option is exercised by a Put Option Holder during the Put Option Exercise Period for a number of Put Shares that results in an amount of cash in the Escrow Account that is less than his or its pro rata portion of the total cash in the Escrow Account, then his or its pro rata portion of the cash remaining in the Escrow Account following distribution of such lesser amount of cash to such Put Option Holder with respect to the Put Shares exercised by such Put Option Holder shall remain in Escrow until the expiration of the Put Option Escrow Period; any outstanding funds remaining in the Escrow Account at the end of the Put Option Escrow Period shall be distributed to the Company;
   
2. The definition of the “ Put Option Escrow Period ” in Section 3 of the Escrow Agreement shall be revised as follows:
   
  “ The “ Put Option Escrow Period ” means the period through the five (5) year anniversary of the end of the 2015 full fiscal year and a subsequent sixty (60) day period. ”
   
3.   Unless specially stated in this Amendment, definition of terms as stated in the Escrow Agreement will apply for this Amendment as well.
   
4.   Except as specifically included herein, all terms and conditions of the Escrow Agreement will continue to apply to between the Parties. For the avoidance of doubt, the Fees set forth in Section 4 of the Escrow Agreement shall apply to the extended term of the Amendment.

   

[signature page follows]  

 

 

 

 

SIGNED BY THE PARTIES HERETO:

 

   
Ability Inc.  
By:  
Position:  

 

 

 

I, the undersigned, ________________,Adv., hereby confirm this agreement was signed by _________________/the signature of _________________ as authorized signatory/ies of __________________

 

 
Anatoly Hurgin  
 
 
Alexander Aurovsky


I, the undersigned, ,Adv., hereby confirm this agreement was signed by _________________/the signature of _________________ as authorized signatory/ies of )_________________

 

________________________________
The Bank Leumi Le-Israel Trust Co. Ltd.  

by:

Position: