As
filed with the Securities and Exchange Commission on August 29, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Safe-T
Group Ltd.
(Exact
name of registrant as specified in its charter)
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State
of Israel
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Not
applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification No.)
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8
Abba Eban Ave., Herzliya, 4672526 Israel
(Address
of Principal Executive Offices)
Safe-T
Group Global Equity Plan
(Full
title of the plan)
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway, New York, NY 10019
212-660-5000
(Name,
address and telephone number of agent for service)
COPIES
TO:
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Oded
Har-Even, Esq.
Howard E. Berkenblit, Esq.
David
Huberman, Esq.
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway
New
York, NY 10019
(212)-660-5000
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Eitan
Shmueli, Adv.
Gregory
Irgo, Adv.
Lipa
Meir & Co
2
Weitzman St.
Tel
Aviv 6423902, Israel
(972)
3-607-0600
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Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See 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 ☒
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Smaller
reporting company ☐
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Emerging
growth company ☒
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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 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
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Ordinary Shares (1)
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879,809
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$
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0.3985
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(3)
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$
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350,604
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$
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42.49
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Ordinary Shares (1)
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90,096
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$
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1.28
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(3)
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$
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115,323
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$
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13.97
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Ordinary Shares (1)
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50,000
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$
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1.98
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(3)
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$
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99,000
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$
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12.00
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Ordinary Shares (1)
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50,000
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$
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1.61
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(3)
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$
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80,500
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$
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9.76
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Ordinary Shares (1)
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20,000
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$
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1.22
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(3)
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$
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24,400
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$
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2.96
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Ordinary Shares (1)
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338,752
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$
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0.43
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(3)
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$
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145,663
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$
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17.65
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Ordinary Shares (1)
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37,500,000
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(4)
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$
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0.0255
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(5)
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$
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956,250
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$
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115.90
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Total
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38,928,657
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N/A
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$
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1,771,740
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$
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215
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(1)
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American
Depository Shares, or ADSs, evidenced by American Depository Receipts, or ADRs, issuable upon deposit of Ordinary Shares,
no par value per share, of Safe-T Group Ltd., are registered on a separate Registration Statement on Form F-6 (File No. 333-218251).
Each ADS represents 40 Ordinary Shares.
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(2)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers
an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or similar transactions.
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(3)
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Computed
in accordance with Rule 457(h) promulgated under the Securities Act based on the exercise price of the options underlying
the Ordinary Shares. When initially set in New Israeli Shekels, or NIS, the amount is translated (solely for the purpose of
calculating the registration fee) using the rate of NIS 3.52 to US $1.00, the representative rate of exchange as of August
27, 2019 as published by the Bank of Israel.
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(4)
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Represents
Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration
Statement relates.
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(5)
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The
fee is based on the number of Ordinary Shares which may be issued under the plan to which this Registration Statement relates
and is estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of
calculating the registration fee based upon the average of the high and low sales price of an ADS as reported on the Nasdaq
Capital Market on August 27, 2019.
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EXPLANATORY
NOTE
This
Registration Statement relates to 38,928,657 Ordinary Shares to be issued in the future upon the exercise of options that have
been, or may be, granted under the Safe-T Group Global Equity Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating
employees as specified in Rule 428(b)(1) under the Securities Act, in accordance with the rules and regulations of the United
States Securities and Exchange Commission, or the Commission. Such documents are not being filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following additional documents, which have been filed by the registrant with the Commission are incorporated by reference in and
made a part of this Registration Statement, as of their respective dates:
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(a)
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The
registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on March 26,
2019;
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(b)
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The
financial results included in the registrant’s Reports on Form 6-K furnished to the Commission on March 26, 2019 and
June 13, 2019;
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(c)
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The
registrant’s report of foreign private issuer on Form 6-K furnished to the Commission on March 28, 2019, April 2, 2019, April 8, 2019, April 9, 2019, April 10, 2019, April 11, 2019, April 15, 2019, May 1, 2019, May 13, 2019, May 16, 2019, May 23, 2019, May 28, 2019, June 13, 2019, June 20 ,2019, June 25, 2019, June 26, 2019, July 1, 2019, July 2, 2019, July 18, 2019, July 24, 2019, July 29, 2019, August 1, 2019, August 21, 2019 and August 29, 2019.
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(d)
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The
description of the registrant’s Ordinary Shares and ADSs contained in the registrant’s registration statement
on Form 8-A (File No. 001-38610), as amended, filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
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In
addition to the foregoing, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act of 1934, as amended, or the Exchange Act, and all reports on Form 6-K subsequently filed by the registrant
which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
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 herein, or in any subsequently filed
document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Indemnification
The
Israeli Companies Law 5759-2999, or the Companies Law, and the Israeli Securities Law, 5728-1968, or the Securities Law, provide
that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him
or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its
articles of association include a provision authorizing such indemnification:
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●
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a
financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or
her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;
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●
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reasonable
litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or
proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided
that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation
or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law)
was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed,
it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary
sanction;
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●
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reasonable
litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court,:
(1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him
or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that
does not require proof of criminal intent; and
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●
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expenses
incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable
litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure
pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures
of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject
to conditions) to the Securities Law.
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The
Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification
relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail
the following foreseen events and amount or criterion:
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●
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to
events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that
the undertaking to indemnify is made; and
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●
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in
amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be
reasonable under the circumstances.
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We
have entered into indemnification agreements with all of our directors and with all members of our senior management. Each such
indemnification agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount,
and to the extent that these liabilities are not covered by directors and officers insurance.
Exculpation
Under
the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty,
but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused
to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision
authorizing such exculpation is included in its articles of association. Our amended and restated articles of association provide
that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result
of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction
in which our controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations, under the indemnification
agreements, we exculpate and release our office holders from any and all liability to us related to any breach by them of their
duty of care to us to the fullest extent permitted by law.
Limitations
The
Companies Law provides that the Company may not exculpate or indemnify an office holder nor enter into an insurance contract that
would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his
or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good
faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her
duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission
committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied
against the office holder.
Under
the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation
committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Our
amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure
our office holders to the fullest extent permitted or to be permitted by the Companies Law.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Item
9. Undertakings.
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
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provided,
however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
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The
undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities
Act, each filing of the company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herzliya, State of Israel, on August 29, 2019.
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SAFE-T
GROUP LTD.
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By:
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/s/
Shachar Daniel
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Name:
Shachar Daniel
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Title:
Chief Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
We,
the undersigned officers and directors of Safe-T Group Ltd. hereby constitute and appoint each of Shachar Daniel and Shai Avnit,
and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below
any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney 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 attorney and all else that
said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons
in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Shachar Daniel
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Chief
Executive Officer, Director
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August
29, 2019
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Shachar
Daniel
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(Principal
Executive Officer)
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/s/
Shai Avnit
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Chief
Financial Officer
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August
29, 2019
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Shai
Avnit
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(Principal
Financial and Accounting Officer)
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/s/
Chen Katz
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Director,
Chairman of the Board of Directors
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August
29, 2019
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Chen
Katz
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/s/
Amir Mizhar
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Director,
President
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August
29, 2019
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Amir
Mizhar
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/s/
Eylon Geda
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Director
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August
29, 2019
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Eylon
Geda
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/s/
Noa Matzliach
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Director
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August
29, 2019
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Noa
Matzliach
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/s/
Lior Vider
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Director
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August
29, 2019
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Lior
Vider
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/s/
Yehuda Halfon
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Director
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August
29, 2019
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Yehuda
Halfon
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/s/
Moshe Tal
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Director
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August
29, 2019
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Moshe
Tal
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, Amir Mizhar, the duly authorized representative in the United States
of Safe-T Group Ltd., has signed this Registration Statement on Form S-8 on August 29, 2019.
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/s/
Amir Mizhar
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Director,
Safe-T USA Inc.
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II-6
Exhibit 5.1
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ד"ר
ליפא מאיר
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דנית
רימון
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גרגורי
אירגו
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ישי
לבנון
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ISHAY LEVANON
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GREGORY IRGO
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DANIT RIMON
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DR. LIPA MEIR
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צוריאל
לביא
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ד"ר
יריב אילן
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יצחק
אנידגר
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שחף
רוט-קליין
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SHAHAF ROTH-KLEIN
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ISAAC ANIDJAR
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DR. YARIV
ILAN
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ZURIEL LAVIE
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אלון
פומרנץ
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עידית
אייזדורפר (I)
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דור
אבינרי
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יפית
ממיסטבלוב
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YAFIT MAMISTVALOV
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DOR AVINERY
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(I)
IDIT EISDORFER
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ALON POMERANC
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ארתור
מוהר (I)
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אדמית
כהן-וינשטוק
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איילת
רם
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עידו
זבורוף
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IDO ZABOROF
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AYELET RAM
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ADMIT COHEN-WEINSHTOK
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ARTHUR MOHER
(I)
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עוזי
מור
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מאיר
אלבוים
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ליהי
אלימלך
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ניר
דפני
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NIR DAFNI
|
LIHI ELIMELECH
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MEIR ELBAUM
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UZI MOR
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גרי
קופלוביץ
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טלי
לב (II/III)
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רעות
בייץ
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עדן
בן לולו
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EDEN BEN
LULU
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REUT BEITZ
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TALI LEV (II/III)
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GARY COPELOVITZ
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גד
אזור
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סילביה
גל-יהב
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ניר
מנחם
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טל מורג
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TAL MORAG
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NIR MENAHEM
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SYLVIA GAL-YAHAV
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GAD AZOR
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ארז
דר לולו
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אסף
אילוז
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קרן
בוצר
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גד קרן
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GAD KEREN
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KEREN BOZER
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ASAF ILUZ
|
EREZ DAR
LULU
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יריב
שלום
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שי תמר
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לילך
הוק
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שיר
דיגמי-טל
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SHIR DIGMI-TAL
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LILACH HOEK
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SHAY TAMAR
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YARIV SHALOM
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רונן
בהרב
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רועי
אייז
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איתמר
ליפנר
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צח כהן
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TZAH COHEN
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ITAMAR LIPPNER
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ROY AIZ
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RONEN BAHARAV
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ד"ר
זיו פרייז (II)
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ד"ר
גאי כרמי
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גיא
משולם
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נוף
שדה
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NOF SADEH
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GUY MESHULAM
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DR. GUY CARMI
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DR. ZIV
M. PREIS (II)
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מיכל
שורץ
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נופר
טפליץ
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יוני
שטינמץ
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תם פישר
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TOM FISHER
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YONI SHTAINMETZ
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NUPHAR TEPLIZ
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MICHAL SCHWARTZ
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שבתאי
מיכאלי
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יוסי
מנדלבאום
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אלה
בן-דור
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דפנה
הורוביץ
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DAFNA HOROVITZ
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ELLA BEN-DOR
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YOSSI MANDELBAUM
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SHABTAI MICHAELI
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איתן
שמואלי
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שמרית
כרמי-נעמת
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טל אסולין-מנחמוב
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TAL ASULIN-MENAHEMOV
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SHIMRIT CARMY NAAMAT
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EITAN SHMUELI
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שירלי
יפרח-אזור
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עומר
מאירי
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יותם
וייס
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YOTAM WEISS
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OMER MEIRI
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SHIRLEY
IFRACH-AZOR
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ד"ר
ציפי איסר איציק
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רוני
שבס
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רימון
דיין
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RIMON DAYAN
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SHEVES RONI
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DR. TZIPI
ISER ITSIQ
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גלי
אופינסקי
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קרנית
אקריש
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תום
ניסני
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ד"ר
יהודה בן מאיר ((IV
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DR. YEHUDA
BEN-MEIR (IV)
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TOM NISSANI
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KARNIT AKRISH
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GALI OPINSKY
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דוד
וינשטיין
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יערה
פרוינד
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ארז
גולן (נעים)
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ד"ר
אירית מבורך ((IV
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DR. IRIT
MEVORACH (IV)
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EREZ GOLAN (NAIM)
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YAARA FRUEND
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DAVID WEINSTEIN
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2 WEIZMANN ST. TEL AVIV 6423902 ISRAEL, BET
AMOT HASHKAOT, FAX:+ 972-3-6070666 :פקס PHONE: +972-3-6070600
:ויצמן 2 ת"א 6423902, בית אמות השקעות,
טלפון
August 29, 2019
Safe-T Group Ltd.
8 Aba Even St.
Herzliya 4672526
Israel
Re: Safe-T Group Ltd.
We refer to the
Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Safe-T Group Ltd. (the “Company”),
relating to 38,928,657 of the Company’s Ordinary Shares, no par value per share, under the Safe-T Group Global Equity Plan
(the “Plan”).
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 Israel.
In connection with
this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered
necessary or appropriate. 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 documents submitted to us as certified or photostatic copies,
the authenticity of the originals of such copies and the due constitution of the Board of Directors of the Company.
Based on the foregoing
and subject to the qualifications stated herein, we advise you that in our opinion, the shares issuable under the Plan have been
duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent
to the filing of this opinion as part of the Registration Statement. This consent is not to be construed as an admission that we
are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Sincerely yours,
/s/ Lipa Meir & Co.
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WWW.LIPAMEIR.CO.IL
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EMAIL: LAW@LIPAMEIR.CO.IL
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MEMBER: ALLYLAW
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(I) NOTARY
(II) ADMITTED IN NY (III) ADMITTED IN ENGLAND (IV) OF COUNSEL
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(I) נוטריון (II)
רשיון עו”ד בניו יורק
(III) רשיון עו”ד באנגליה (IV)
יועץ
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