As filed with the Securities and Exchange Commission on August 12,
2021
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)
|
State
of Israel
|
|
Not
applicable
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
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:
|
Oded Har-Even, Esq.
Howard E. Berkenblit, Esq.
David Huberman, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
(212)-660-5000
|
|
Reut Alfiah, Adv.
Gal Cohen, Adv.
Sullivan & Worcester Tel Aviv (Har-Even
& Co)
28 HaArba’a St.
Tel Aviv 6473925, Israel
(972) 74-7580-480
|
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.
|
Large accelerated
filer ☐
|
|
Accelerated
filer ☐
|
|
Non-accelerated filer ☒
|
|
Smaller reporting company
☐
|
|
|
|
Emerging growth company
☒
|
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
|
Title of Securities to be Registered
|
|
Amount to be
registered (2)
|
|
|
Proposed
maximum
offering
price
per share
|
|
|
Proposed
maximum
aggregate
offering price
|
|
|
Amount of
registration fee
|
|
|
Ordinary Shares (1)
|
|
|
108,000,000
|
(3)
|
|
$
|
0.029
|
(4)
|
|
$
|
3,132,000
|
|
|
$
|
341.70
|
|
|
Total
|
|
|
108,000,000
|
|
|
|
N/A
|
|
|
$
|
3,132,000
|
|
|
$
|
341.70
|
|
|
|
(1)
|
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.
|
|
|
(2)
|
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.
|
|
|
(3)
|
Represents
Ordinary Shares reserved for issuance upon the exercise of options that may be granted under
the plan to which this Registration Statement relates.
|
|
|
(4)
|
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 11, 2021.
|
EXPLANATORY NOTE
The purpose of this Registration
Statement on Form S-8, or the Registration Statement, is to register 108,000,000 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 40,000,000 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 November 17, 2020 (Commission File No. 333-250138),
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 July 22, 2021.
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:
|
|
(a)
|
The
Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on March 22, 2021;
|
|
|
(b)
|
The
Registrant’s reports of foreign private issuer on Form 6-K furnished to the Commission
on March 22, 2021 (with respect to the first three paragraphs, the sections titled “2021
Subsequent Business Developments”, “Fourth Quarter of 2020 Selected Highlights”,
“Full Year 2020 Selected Highlights”, “Financial Results for the Year Ended
December 31, 2020”, “Financial Results for the Three Months Ended December 31,
2020”, “Balance Sheet Highlights”, “COVID-19 Impacts”, “Use
of Non-IFRS Financial Results”, “Forward-Looking Statements” and the IFRS
financial statements in the press release attached as Exhibit 99.1), May 26, 2021 (with respect
to the sections titled “Recent Business Developments”, “First Quarter 2021
Selected Highlights”, “Financial Results for the Three Months Ended March 31,
2021”, “Balance Sheet Highlights”, “Use of Non-IFRS Financial Results”,
“Forward-Looking Statements” and the IFRS financial statements in the press release
attached as Exhibit 99.1), July 1, 2021 (with respect to the first, second and sixth paragraphs,
and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1), July 6, 2021, July 7, 2021 (with respect to the first and second paragraphs,
the fourth and fifth paragraphs, and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), August
6, 2021 (with respect to the second paragraph and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1); and August
12, 2021; and
|
|
|
(c)
|
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, 2020, and including any further amendment or
report filed or to be filed for the purpose of updating such description.
|
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.
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 12, 2021.
|
|
SAFE-T GROUP LTD.
|
|
|
|
|
|
|
By:
|
/s/ Shachar
Daniel
|
|
|
|
Name: Shachar Daniel
|
|
|
|
Title: Chief Executive Officer
|
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.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Shachar
Daniel
|
|
Chief Executive Officer, Director
|
|
August 12, 2021
|
|
Shachar Daniel
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Shai
Avnit
|
|
Chief Financial Officer
|
|
August 12, 2021
|
|
Shai Avnit
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Chen Katz
|
|
Director, Chairman of the Board of Directors
|
|
August 12, 2021
|
|
Chen Katz
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Amir Mizhar
|
|
Director, President
|
|
August 12, 2021
|
|
Amir Mizhar
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Yehuda
Halfon
|
|
Director
|
|
August 12, 2021
|
|
Yehuda Halfon
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rakefet
Remigolski
|
|
Director
|
|
August 12, 2021
|
|
Rakefet Remigolski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Moshe
Tal
|
|
Director
|
|
August 12, 2021
|
|
Moshe Tal
|
|
|
|
|
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 August
12, 2021.
|
|
Safe-T USA Inc.
|
|
|
|
|
|
/s/ Amir Mizhar
|
|
|
Amir Mizhar, Director
|
II-3
Exhibit
5.1
August
12, 2021
To:
Safe-T
Group Ltd.
8
Aba Eban Ave.
Herzliya
4672526, Israel
|
|
Re:
|
Registration
Statement on Form S-8
|
Ladies
and Gentlemen:
We
have acted as Israeli counsel for Safe-T Group Ltd., an Israeli company (the “Company”), in connection with the Registration
Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the registration of 108,000,000 of the Company’s ordinary shares, no nominal value (the “Shares”),
issuable under the Safe-T Group Global Equity Plan (the “Plan”).
In
connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction,
of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association
of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and
the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis
for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereafter set forth.
In
such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed
as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions
that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives
of the Company. In addition, we have assumed that the Shares and any equity awards that provide for the acquisition thereof will be granted
in accordance with the Plan and the Company’s articles of association.
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 the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction
than the State of Israel.
Based
upon and subject to the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when
issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.
We
consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations
of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing
in the Registration Statement in connection with Israeli law. In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very
truly yours,
|
/s/ Sullivan & Worcester
Tel Aviv (Har-Even & Co.)
|
|
|
|
|
|
Sullivan &
Worcester Tel Aviv (Har-Even & Co.)
|
|
