As
filed with the Securities and Exchange Commission on September 23, 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
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. Amended and Restated Global Incentive Plan
(Full
title of the plan)
Safe-T
USA Inc.
4607
Library Rd Ste 220 #1067 Bethel Park, PA 15102
973-506-8810
(Name,
address and telephone number of agent for service)
COPIES
TO:
Oded
Har-Even, Esq.
Howard
E. Berkenblit, 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. ☐
EXPLANATORY
NOTE
The
purpose of this Registration Statement on Form S-8, or the Registration Statement, is to register 1,500,000 additional Ordinary Shares
of Safe-T Group Ltd., or the Registrant, to be reserved for issuance under the Safe-T Group Ltd. Global Equity Plan, or the Plan, which
are in addition to the 2,700,000 Ordinary Shares (such number reflecting the 40:1 reverse split of the Registrant effected on October
15, 2021) under the Plan registered on the Registrant’s Registration Statement on Form S-8 filed by the Registrant with the Securities
and Exchange Commission, or the Commission, on August 12, 2021 (Commission File No. 333-258744), the 1,000,000 Ordinary Shares (such
number reflecting the 40:1 reverse split of the Registrant effected on October 15, 2021) under the Plan registered on the Registrant’s
Registration Statement on Form S-8 filed by the Registrant with the Commission on November 17, 2020 (Commission File No. 333-250138),
the 2,200,000 Ordinary Shares (such number reflecting the 40:1 reverse split of the Registrant effected on October 15, 2021) under the
Plan registered on the Registrant’s Registration Statement on Form S-8 filed by the Registrant with the Commission on June 18,
2020 (Commission File No. 333-239249), and the 48,661 Ordinary Shares (such number reflecting the 20:1 reverse split of the Registrant
effected on October 21, 2019 and the 40:1 reverse split of the Registrant effected on October 15, 2021) under the Plan registered on
the Registrant’s Registration Statement on Form S-8 filed by the Registrant with the Commission on August 29, 2019 (Commission
File No. 333-233510), or, collectively, the Prior Registration Statements.
This
Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, 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 Statements 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 Registrant
with effect from September 22, 2022.
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, 2021, filed
with the Commission on March 29, 2022; |
| |
(b) |
The
Registrant’s reports of foreign private issuer on Form 6-K furnished to the Commission on November 16, 2021, March 29, 2022
(with respect to the first paragraph, the sections titled “2021 Highlights and Recent Business Developments”, “Financial
Results for the Three Months Ended December 31, 2021”, “Financial Results for the Year Ended December 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), April 18, 2022 (with respect to the first, second
and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1),
May 19, 2022 (with respect to the first, fourth and fifth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), May 26, 2022 (with respect to the first and third paragraphs and the section titled
“Forward-Looking Statements” in the press release attached as Exhibit 99.1), May 31, 2022 (with respect to the first
paragraph and three bullet points under the first paragraph, the bullet points under the section titled “First Quarter 2022
Highlights and Recent Business Developments”, the sections titled “Financial Results for the Three Months Ended March
31, 2022”, “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 6, 2022 (with respect to
the first two and the fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1), July 13, 2022, August 10, 2022 (with respect to the first, second and the fourth through seventh paragraphs and
the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1, the Agreement, dated August
8, 2022, by and between Safe-T Group Ltd. and ORB Spring Ltd. (the “Agreement”), attached as Exhibit 10.1, and the forms
of warrants to be issued pursuant to the Agreement, attached as Exhibits 4.1, 4.2, 4.3 and 4.4) and August 31, 2022 (with
respect to the first paragraph titled “Key highlights for the six-months ended June 30, 2022” and the sections titled
“Second Quarter 2022 Highlights and Recent Business Developments”, “Financial Results for the Three Months Ended
June 30, 2022”, “Financial Results for the Six Months Ended June 30, 2022”, “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, the Interim Condensed Consolidated Financial Statements (Unaudited) as of June 30,
2022 attached as Exhibit 99.2, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for
the six months ended June 30, 2022 attached as Exhibit 99.3, and the Unaudited pro forma financial statements attached as Exhibit
99.4); and September 23, 2022. |
| |
(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 2.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, 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.
| 4.1 |
|
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). |
| |
|
|
| 5.1 |
|
Opinion
of Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| |
|
|
| 23.1 |
|
Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, with respect to the financial statements of Safe-T Group Ltd. |
| |
|
|
| 23.2 |
|
Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, with respect to the financial statements of CyberKick Business. |
| |
|
|
| 23.3 |
|
Consent
of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in the opinion filed as Exhibit 5.1 to this Registration Statement). |
| |
|
|
| 24.1 |
|
Power of Attorney (included on signature page). |
| |
|
|
| 99.1 |
|
The Safe-T Group Ltd. Amended and Restated Global Incentive Plan (filed as Exhibit 99.1 to Form 6-K (File No. 001-38610) filed on September 23, 2022, and incorporated herein by reference). |
| |
|
|
| 99.2 |
|
The Amended and Restated U.S. Addendum to the Safe-T Group Ltd. Amended and Restated Global Incentive Plan (filed as Exhibit 99.2.B to Form 6-K (File No. 001-38610) filed on September 23, 2022, and incorporated herein by reference). |
| |
|
|
| 107 |
|
Filing Fee Table. |
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 September 23, 2022.
| |
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 |
|
September 23, 2022 |
| Shachar Daniel |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Shai Avnit |
|
Chief Financial Officer |
|
September 23, 2022 |
| Shai Avnit |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Chen Katz |
|
Director, Chairman of the Board of Directors |
|
September 23, 2022 |
| Chen Katz |
|
|
|
|
| |
|
|
|
|
| /s/ Yehuda Halfon |
|
Director |
|
September 23, 2022 |
| Yehuda Halfon |
|
|
|
|
| |
|
|
|
|
| /s/ Rakefet Remigolski |
|
Director |
|
September 23, 2022 |
| Rakefet Remigolski |
|
|
|
|
| |
|
|
|
|
| /s/ Avi Rubinstein |
|
Director |
|
September 23, 2022 |
| Avi Rubinstein |
|
|
|
|
| |
|
|
|
|
| /s/ Moshe Tal |
|
Director |
|
September 23, 2022 |
| 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 September 23, 2022.
| |
Safe-T
USA Inc. |
| |
|
| |
/s/
Chen Katz |
| |
Chen
Katz, Director |
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 |
September 23, 2022
To:
Safe-T Group Ltd.
8 Abba Eban Blvd. 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 an additional 1,500,000 of the Company’s ordinary shares, no nominal value
(the “Shares”), issuable under the Safe-T Group Amended and Restated Global Incentive 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.
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Very truly yours, |
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|
|
| |
|
/s/ Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| |
|
Sullivan & Worcester Tel Aviv (Har-Even & Co.) |