As filed with the Securities and Exchange
Commission on November 17, 2020
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 Ltd. Global Equity Plan
(Full title of the plan)
Safe-T USA Inc.
51 John F. Kennedy Parkway, Short Hills,
NJ 07078
888-304-5010
(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.
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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40,000,000
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(3)
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$
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0.025
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(4)
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$
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1,000,000
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$
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109.10
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Total
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40,000,000
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N/A
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$
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1,000,000
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$
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109.10
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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., or the Registrant, 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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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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(4)
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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 November
16, 2020.
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EXPLANATORY NOTE
The purpose of this
Registration Statement on Form S-8, or the Registration Statement, is to register 40,000,000 additional Ordinary Shares of Safe-T
Group Ltd., or the Registrant or the Company, to be reserved for issuance under the Safe-T Group Ltd. Global Equity Plan, or the
Plan, which are in addition to the 88,000,000 Ordinary Shares under the Plan registered on the Company’s Registration Statement
on Form S-8 filed by the Registrant with the Securities and Exchange Commission, or the Commission, on June 18, 2020 (Commission
File No. 333-239249), and the 1,946,432 Ordinary Shares (such number reflecting the 20:1 reverse split of the Registrant effected
on October 21, 2019) under the Plan registered on the Company’s Registration Statement on Form S-8 filed by the Registrant
with the Securities and Exchange Commission, or the Commission, on August 29, 2019 (Commission File No. 333-233510), or the Prior
Registration Statement.
This Registration
Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted
in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction
E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration
Statement, except as amended hereby
The increase in the
number of Ordinary Shares authorized for issuance under the Plan was approved by the board of directors of the Company on November
4, 2020.
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 of 1933, as amended, or the Securities Act, in accordance with the rules
and regulations of 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, 2019, filed with the Commission on March 31, 2020;
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(b)
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The
Registrant’s reports of foreign private issuer on Form 6-K furnished to the Commission on September
11, 2019, April
2, 2020, April
6, 2020 April
10, 2020, April
20, 2020 (with respect to the first
through third and the fifth paragraphs and the section titled “Forward-Looking Statements” in the press release
attached as exhibit 99.1), April
21, 2020, April
27, 2020, May
20, 2020, May
27, 2020 (with respect to the first
three paragraphs and the sections titled “Recent Developments,” “COVID-19 Impacts,” and
“Financial results for the three months ended March 31, 2020,” “Balance Sheet Highlights,”
and “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as exhibit
99.1), June
17, 2020, June
22, 2020 (with respect to the first
through sixth paragraphs, the eighth paragraph, and the sections titled “Gartner Disclaimer” and
“Forward-Looking Statements” in the press release attached as exhibit 99.1), June
29, 2020 (with respect to the
first, the third through sixth paragraphs, and the section titled “Forward-Looking Statements” in the press
release attached as exhibit 99.1), July
6, 2020, July
21, 2020, August
11, 2020 and August
31, 2020 (with respect to the first
three paragraphs, the sections titled “Recent Developments,” “Second Quarter 2020 Corporate
Highlights,” “COVID-19 Impacts,” “Financial results for the six months ended June 30, 2020,”
“Financial results for the three months ended June 30, 2020,” “Balance Sheet Highlights” and
“Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1,
and Exhibits 99.2 and 99.3), September
15, 2020, October
14, 2020 and November
6, 2020 (with respect to the first two paragraphs, the forth through seventh paragraphs, and the section titled
“Forward-Looking Statements” in the press release attached as Exhibit 99.1); and
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(c)
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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),
filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as amended by Exhibit 2.D to the Registrant’s Annual Report
on Form 20-F for the year ended December 31, 2019, and including any further amendment or report filed or to be 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 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 8. Exhibits.
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4.1
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Amended and Restated Articles of Association of Safe-T Group Ltd. (filed as Exhibit 99.2 to Form 6-K (File No. 001-38610) filed on September 15, 2020 and incorporated herein by reference).
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5.1
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Opinion of Lipa Meir & Co.
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23.1
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Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, with respect to the financial statements of Safe-T Group Ltd.
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23.2
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Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, with respect to the financial statements of NetNut Ltd.
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23.3
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Consent of Lipa Meir & Co (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on signature page).
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99.1
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Safe-T Group Ltd. Global Equity Plan (filed as Exhibit 10.2 to Form F-1 (File No. 333-226074) filed on July 5, 2018, and incorporated herein by reference).
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99.2
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U.S. Addendum to the Safe-T Group Ltd. Global Equity Plan (filed as Exhibit 99.1.B to Form 6-K (File No. 333- 38610) filed on April 11, 2019, and incorporated herein by reference).
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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 November 17, 2020.
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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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November 17, 2020
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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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November 17, 2020
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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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November 17, 2020
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Chen Katz
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/s/
Amir Mizhar
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Director, President
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November 17, 2020
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Amir Mizhar
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/s/
Yehuda Halfon
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Director
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November 17, 2020
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Yehuda Halfon
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/s/
Rakefet Remigolski
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Director
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November 17, 2020
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Rakefet Remigolski
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/s/
Moshe Tal
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Director
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November 17, 2020
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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 the duly authorized representative in the United States of Safe-T Group Ltd., has signed
this Registration Statement on Form S-8 on November 17, 2020.
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Safe-T USA Inc.
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/s/
Amir Mizhar
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Amir Mizhar, Director
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II-3
Exhibit 5.1
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ד"ר
ליפא מאיר
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טלי
לב (II/III)
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לילך
הוק
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נעם
בר אור
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NOAM
BR OR
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LILACH
HOEK
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TALI
LEV(II/III)
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DR.
LIPA MEIR
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צוריאל
לביא
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סילביה
גל-יהב
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איתמר
ליפנר
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עמית
ביטון
|
AMIT
BITTON
|
ITAMAR
LIPPNER
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SYLVIA
GAL-YAHAV
|
ZURIEL
LAVIE
|
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אלון
פומרנץ
|
אסף
אילוז
|
גיא
משולם
|
מאור
זילכה
|
MAOR
ZILKA
|
GUY
MESHULAM
|
ASAF
ILUZ
|
ALON
POMERANC
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ארתור
מוהר (I)
|
שי
תמר
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יוני
שטינמץ
|
אביחי
אסולין
|
AVIHAY
ASULIN
|
YONI
SHTAINMETZ
|
SHAY
TAMAR
|
ARTHUR
MOHER(I)
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עוזי
מור
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רועי
אייז
|
אלה
בן-דור
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אביב
אמר
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AVIV
AMAR
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ELLA
BEN-DOR
|
ROY
AIZ
|
UZI
MOR
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גרי
קופלוביץ
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ד"ר
גאי כרמי
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טל
אסולין-מנחמוב
|
רעות
שאולי
|
REUT
SHAULI
|
TAL
ASULIN-MENAHEMOV
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DR.
GUY CARMI
|
GARY
COPELOVITZ
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גד
אזור
|
ורד
זליכה
|
יותם
וייס
|
מורן
צויבל
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MORAN
ZWIEBEL
|
YOTAM
WEISS
|
VERED
ZLAIKHA
|
GAD
AZOR
|
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ארז
דר לולו
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יעל
פלטאו-בילו (I)
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רימון
דיין
|
תום
להב
|
TOM
LAHAV
|
RIMON
DAYAN
|
YAEL
FLATAU-BILU (I)
|
EREZ
DAR LULU
|
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יריב
שלום
|
נופר
טפליץ
|
תום
ניסני
|
עדי
קמחי
|
ADI
KIMHI
|
TOM
NISSANI
|
NUPHAR
TEPLIZ
|
YARIV
SHALOM
|
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רונן
בהרב
|
יוסי
מנדלבאום
|
ארז
גולן (נעים)
|
חן
בן דוד
|
CHEN
BEN DAVID
|
EREZ
GOLAN (NAIM)
|
YOSSI
MANDELBAUM
|
RONEN
BAHARAV
|
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ד"ר
זיו פרייז (II)
|
שמרית
כרמי-נעמת
|
ישי
לבנון
|
אולגה
ספיבק
|
OLGA
SPIVAK
|
ISHAY
LEVANON
|
SHIMRIT
CARMY NAAMAT
|
DR.
ZIV M. PREIS (II)
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מיכל
שורץ
|
עומר
מאירי
|
אסף
נחמיאס
|
נדב
סווטלוף
|
NADAV
SVETLOFF
|
ASSAF
NACHMIAS
|
OMER
MEIRI
|
MICHAL
SCHWARTZ
|
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שבתאי
מיכאלי
|
קרנית
אקריש
|
שחף
רוט-קליין
|
ג'סטין
בן חמו
|
JUSTIN
BENHAMOU
|
SHAHAF
ROTH-KLEIN
|
KARNIT
AKRISH
|
SHABTAI MICHAELI
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איתן
שמואלי
|
יערה
פרוינד-אברהם
|
עידו
זבורוף
|
איב
נווה
|
EVE
NAVE
|
IDO
ZABOROF
|
YAARA
FRUEND-AVRAHAM
|
EITAN
SHMUELI
|
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אמיר
זולטי
|
גרגורי
אירגו
|
עמית
זומר-פדידה
|
דניאל
קדוש
|
DANIEL
KADOSH
|
AMIT
ZOMER-FADIDA
|
GREGORY
IRGO
|
AMIR
ZOLTY
|
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ארז
תיק
|
יצחק
אנידגר
|
ניר
דפני
|
|
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NIR
DAFNI
|
ISAAC
ANIDJAR
|
EREZ
TIK
|
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שירלי
יפרח-אזור
|
דור
אבינרי
|
שקד
ניסן-כהן
|
|
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SHAKED
NISSAN-COHEN
|
DOR
AVINERY
|
SHIRLEY
IFRACH-AZOR
|
|
ד"ר
ציפי איסר איציק
|
איילת
רם
|
סיגל
ונצובסקי
|
|
|
SIGAL
VANTSOVSKY
|
AYELET
RAM
|
DR.
TZIPI ISER ITSIQ
|
|
גלי
אופינסקי
|
ליהי
אלימלך
|
טל מורג
|
|
|
TAL
MORAG
|
LIHI
ELIMELECH
|
GALI
OPINSKY
|
|
דוד
וינשטיין
|
רעות
בייץ
|
ירדן
הדר
|
|
|
YARDEN
HADAR
|
REUT
BEITZ
|
DAVID
WEINSTEIN
|
|
ד"ר
יריב אילן
|
יאן
פלדמן
|
שיר
דיגמי-טל
|
איל
חיאט
|
EYAL
KHAYAT
|
SHIR
DIGMI-TAL
|
YAN
FELDMAN
|
DR.
YARIV ILAN
|
|
אדמית
כהן-וינשטוק
|
ניר
מנחם
|
צח כהן
|
ד"ר
יהודה בן מאיר (IV)
|
DR.
YEHUDA BEN-MEIR (IV)
|
TZAH
COHEN
|
NIR
MENAHEM
|
ADMIT
COHEN-WEINSHTOK
|
|
מאיר
אלבוים
|
קרן
בוצר
|
נוף
שדה
|
ד"ר
אירית מבורך (IV)
|
DR.
IRIT MEVORACH (IV)
|
NOF
SADEH
|
KEREN
BOZER
|
MEIR
ELBAUM
|
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
November 17, 2020
Safe-T Group Ltd.
8 Abba Eban Ave.
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 40,000,000 of the Company’s ordinary shares, no par value per share (the “Shares”), 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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EMAIL: LAW@LIPAMEIR.CO.IL
|
WWW.LIPAMEIR.CO.IL
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|
(I)
נוטריון (II) רשיון עו"ד
בניו יורק (III) רשיון
עו"ד באנגליה (IV)
יועץ
|
(I)
NOTARY (II) ADMITTED IN NY (III) ADMITTED IN ENGLAND (IV) OF COUNSEL
|
