As
filed with the Securities and Exchange Commission on April 29, 2022
Registration
No. 333-
United
States
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ICeCure
medical ltd.
(Exact
name of registrant as specified in its charter)
| State
of Israel |
|
Not
Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
7
Ha’Eshel St., PO Box 3163
Caesarea,
3079504 Israel
(Address
of Principal Executive Offices)
IceCure
2006 Employee Share Option Plan
(Full
title of the plan)
Mr.
Eyal Shamir
Chief
Executive Officer
IceCure
Medical Ltd.
7
Ha’Eshel St., PO Box 3163
Caesarea,
3079504 Israel
Telephone:
+(972) 4 623 0333
IceCure
Medical Inc.
10
W Prospect Street, Suite 401
Nanuet,
NY 10954
Tel:
+(1) 888-902-5716
(Name,
Address and Telephone Number of Agent For Service)
Copies
to:
Oded
Har-Even, Esq.
Eric
Victorson, Esq. |
|
Adv. Reut Alfiah |
| Sullivan & Worcester LLP |
|
Sullivan & Worcester Tel-Aviv (Har-Even
& Co.) |
| 1633 Broadway |
|
28 HaArba’a St. HaArba’a Towers |
| New York, NY 10019 |
|
North Tower, 35th floor |
| Tel: (212) 660-3000 |
|
Tel-Aviv, Israel 6473925 |
| |
|
Tel: +972 74-758-0480 |
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 the 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. ☐
EXPLANATORY
NOTE
REGISTRATION
OF ADDITIONAL SECURITIES
Pursuant
to General Instruction E of Form S-8, IceCure Medical Ltd. (the “Company” or “IceCure”) is filing this Registration
Statement with the Securities and Exchange Commission (the “SEC”) to register an additional 900,434 ordinary shares, no par
value, (“Ordinary Shares”) consisting of (i) 30,434 Ordinary Shares issuable upon exercise of awards granted under the IceCure
2006 Employee Share Option Plan, as amended from time to time (the “Plan”), and (ii) 870,000 Ordinary Shares reserved for
future issuance under the Plan. This Registration Statement hereby incorporates by reference the contents of the Company’s Registration
Statement on Form S-8 filed with the SEC on February 10, 2022 (Registration No. 333-262620).
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 of the Plan 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 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
In
this registration statement, IceCure Medical Ltd. is sometimes referred to as “Registrant,” “the “Company,”
“we,” “us” or “our.”
| Item 3. |
Incorporation of Documents by Reference. |
The
following documents, which have been filed by the Company 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 for
the fiscal year ended December 31, 2021 on Form 20-F, filed with the Commission on April 1, 2022; |
| |
(b) |
The registrant’s Reports on Form 6-K
filed with the Commission on January
27, 2022, and March 7,
2022; and |
| |
|
|
| |
(c) |
The description of the registrant’s
ordinary shares contained in the Registrant’s registration statement on Form 8-A (File No. 001-40753), filed by the registrant
with the Commission under Section 12(b) of the Securities and Exchange Act, as amended, (the “Exchange Act”) on August
23, 2021, including any amendments or reports filed for the purpose of updating such description. |
In
addition to the foregoing, all documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and
to be part hereof from the date of filing of such documents.
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.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, 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 Caesarea, Israel, on the 29th day of April, 2022.
| |
IceCure Medical Ltd. |
| |
|
|
| |
By: |
/s/ Eyal Shamir |
| |
|
Name: Eyal Shamir |
| |
|
Title: Chief Executive Officer |
power
of attorney and signatures
We,
the undersigned officers and directors of IceCure Medical Ltd., hereby severally constitute and appoint Eyal Shamir and Ronen Tsimerman,
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 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.
| Person |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/ Eyal Shamir |
|
Chief Executive Officer, Director |
|
April 29, 2022 |
| Eyal Shamir |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Ronen Tsimerman |
|
Chief Financial Officer, Chief Operation Officer |
|
April 29, 2022 |
| Ronen Tsimerman |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Ron Mayron |
|
Chairman of the Board of Directors |
|
April 29, 2022 |
| Ron Mayron |
|
|
|
|
| |
|
|
|
|
| /s/ Doron Birger |
|
Director |
|
April 29, 2022 |
| Doron Birger |
|
|
|
|
| |
|
|
|
|
| |
|
Director |
|
April 29, 2022 |
| Yang Huang |
|
|
|
|
| |
|
|
|
|
| /s/ Oded Tamir |
|
Director |
|
April 29, 2022 |
| Oded Tamir |
|
|
|
|
| |
|
|
|
|
| /s/ Sharon Levita |
|
Director |
|
April 29, 2022 |
| Sharon Levita |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, IceCure Medical Inc., the duly authorized representative in the United States of IceCure Medical
Ltd., has signed this registration statement on April 29, 2022.
| |
/s/ IceCure Medical
Inc. |
| |
IceCure Medical Inc. |
II-4
Exhibit 5.1
 |
|
Sullivan & Worcester Tel Aviv
28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor
Tel-Aviv, Israel |
|
+972-747580480
sullivanlaw.com |
April 29, 2022
To: IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
| |
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as Israeli counsel
for IceCure Medical 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 900,434 of the Company’s ordinary shares, no nominal value (the “Shares”),
issuable under the IceCure Medical Ltd. Employee Stock Option Plan (2006) (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.
| |
|
Sullivan & Worcester Tel Aviv
28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor
Tel-Aviv, Israel |
|
+972-747580480
sullivanlaw.com |
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.) |
|