As filed with the Securities and Exchange Commission
on September 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REE Automotive 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.) |
| |
|
|
| Kibbutz Glil-Yam 4690500, Israel |
|
Not Applicable |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
REE Automotive Ltd.
2021 Share Incentive Plan
REE Automotive Ltd.
Key Employee Share Incentive Plan (2011)
(Full title of the plan)
Puglisi & Associates
850 Library Avenue
Newark, DE 19711
(Name and address of agent for service)
(302) 738-6680
(Telephone number, including area code, of agent
for service)
Copies to:
| Ron Ben-Bassat, Esq. |
|
Ron Ben-Menachem |
| Sullivan & Worcester LLP |
|
Joshua Ravitz |
| 1251 Avenue of the Americas |
|
Herzog Fox & Neeman |
| New York, NY 10020 |
|
6 Yitzhak Sadeh Street |
| Tel: (212) 660-3000 |
|
Tel Aviv 6777506, Israel |
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Telephone: (972) (3) 692-2020 |
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Fax: (972) (3) 696-6464 |
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
On November 16, 2021, REE
Automotive Ltd. (the “Company” or the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-8 (File No. 333-261130) to register under the Securities Act of 1933, as amended (the “Securities
Act”) (i) 785,527 Class A ordinary shares, without par value, of the Registrant (“Class A Ordinary Shares”) issuable
under the REE Automotive Ltd. 2021 Share Incentive Plan (the “2021 Plan”), (ii) 154,284 Class A Ordinary Shares reserved for
issuance under the REE Automotive Ltd. Employee Stock Purchase Plan (the “ESPP”); and (iii) 1,037,000 Class A Ordinary Shares
issuable upon the exercise of options outstanding under the REE Automotive Ltd. Key Employee Share Incentive Plan (2011) (the “2011
Plan”). Each of the 2021 Plan, the 2021 ESPP and the 2011 Plan has been approved by the Registrant’s board of directors (the
“Board”) and shareholders. On May 23, 2023, the Registrant filed another registration statement on Form S-8 (File No. 333-261130)
with the Commission to register (i) an additional 588,986 Class A Ordinary Shares for issuance under the 2021 Plan and (ii) an additional
2,780,570 Class A Ordinary Shares for issuance under the 2011 Plan. On March 28, 2024, the Registrant filed another registration statement
on Form S-8 (File No. 333-278319) with the Commission to register (i) an additional 640,000 Class A Ordinary Shares for issuance under
the 2021 Plan, pursuant to the provisions of the 2021 Plan which provide for annual automatic increases in the number of Class A Ordinary
Shares reserved for issuance under the 2021 Plan and (ii) an additional 300,000 Class A Ordinary Shares for issuance under the 2021 Plan
following approval by the Board. The previously filed registration statements are referred to herein as the “Prior Registration
Statements.” All share amounts have been adjusted to reflect the 1-for-30 reverse share split of the Registrant’s Class A
Ordinary Shares and Class B ordinary shares effected on October 18, 2023.
In
accordance with General Instruction E to Form S-8, the Registrant is filing this registration statement on Form S-8 solely to register
an additional 800,000 Class A Ordinary Shares for issuance under the 2021 Plan following approval by the Board. Pursuant to General Instruction
E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference in its entirety, with the exception
of Items 3 and 8 of Part II of the Prior Registration Statements, each of which is amended and restated in its entirety herein.
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 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 Company hereby incorporates
by reference in this Registration Statement the following:
| ● | our annual report on Form 20-F for the fiscal year ended December
31, 2023 filed with the SEC on March 27, 2024; |
| ● | our current report on Form 6-K filed on May 30, 2024 (with
respect to the sections titled “Q1 2024 and Recent Highlights”, “Business”, “Technology”, “Operations”,
“Financials”, the Company’s “Condensed Consolidated Statements of Comprehensive Loss (Unaudited)”, the
Company’s “Condensed Consolidated Balance Sheets (Unaudited)”, and the Company’s “Condensed Consolidated
Statements of Cash Flows (Unaudited)” in the press release attached as Exhibit 99.1 to the Report on Form 6-K), July 31, 2024,
September 16, 2024 (with respect to the first four and the last three paragraphs in the press release attached as Exhibit 99.1 to the
Report on Form 6-K) and September 17, 2024; and |
| ● | the description of our securities contained in Form 8-A filed
with the SEC on July 22, 2021, as updated by Exhibit 2.5 to our annual report on Form 20-F for the fiscal year ended December 31, 2023. |
All documents subsequently
filed by the Company 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 hereby 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 a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which is 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 contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Notwithstanding the foregoing,
no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations
of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities
of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed”
under the Exchange Act or is to be incorporated by reference in this Registration Statement.
Item 8. Exhibits.
|
Exhibit
Number |
|
Description of Documents |
| |
|
|
| 4.1 |
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Amended and Restated Articles of Association of REE Automotive Ltd., incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 28, 2022. |
| |
|
|
| 4.2 |
|
Specimen Class A Ordinary Share Certificate of REE Automotive Ltd., incorporated by reference to Exhibit 4.5 to Amendment No. 3 to the Company’s Registration Statement on Form F-4 (File No. 333-254070) filed with the SEC on June 21, 2021. |
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| 5.1* |
|
Opinion of Herzog, Fox & Neeman with respect to the legality of the Class A Ordinary Shares. |
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| 10.1† |
|
2021 REE Automotive Ltd. Share Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-261130) filed with the SEC on November 16, 2021. |
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| 10.2† |
|
REE Automotive Ltd. Key Employee Share Incentive Plan (2011) incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No. 333-261130) filed with the SEC on November 16, 2021. |
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|
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| 10.3† |
|
2021 REE Automotive Ltd. Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.6 to the Company’s Shell Company Report on Form 20-F (File No. 001-40649) filed with the SEC on July 28, 2021. |
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|
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| 23.1* |
|
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered accounting firm for the Company. |
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| 23.2* |
|
Consent of Herzog, Fox & Neeman (included in Exhibit 5.1 to this Registration Statement). |
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| 24.2 |
|
Power of Attorney of certain officers and directors (included on the signature page to this Registration Statement). |
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| 107* |
|
Filing Fee Table. |
| † | Indicates a management contract or compensatory plan |
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 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Kibbutz Glil-Yam, State of Israel, on September 26, 2024.
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REE AUTOMOTIVE LTD. |
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|
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By: |
/s/ Yaron Zaltsman |
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Name: |
Yaron Zaltsman |
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Title: |
Chief Financial Officer |
Power
of Attorney
Each of the undersigned officers
and directors of REE Automotive Ltd. hereby constitutes and Daniel Barel and Yaron Zaltsman, with full power of substitution, each of
them singly our true and lawful attorneys-in-fact and agents to take any actions to enable the Company to comply with the Securities Act,
and any rules, regulations and requirements of the SEC, in connection with this registration statement on Form S-8, including the power
and authority to sign for us in our names in the capacities indicated below any and all further amendments to this registration statement
and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature |
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Title of Capacities |
|
Date |
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/s/ Daniel Barel |
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Chief Executive Officer and |
|
September 26, 2024 |
| Daniel Barel |
|
Director (Principal Executive Officer) |
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|
/s/ Yaron Zaltsman |
|
Chief Financial Officer |
|
September 26, 2024 |
| Yaron Zaltsman |
|
(Principal Financial and Accounting Officer) |
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| /s/ Carlton Rose |
|
Director |
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September 26, 2024 |
| Carlton Rose |
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| /s/ Michal Drayman |
|
Director |
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September 26, 2024 |
| Michal Drayman |
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| /s/ Michal Marom-Brikman |
|
Director |
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September 26, 2024 |
| Michal Marom-Brikman |
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| /s Ittamar Givton |
|
Director |
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September 26, 2024 |
| Ittamar Givton |
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| /s/ Alla Felder |
|
Director |
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September 26, 2024 |
| Alla Felder |
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| /s/ Ahishay Sardes |
|
Director |
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September 26, 2024 |
| Ahishay Sardes |
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| /s/ Hicham Abdessamad |
|
Director |
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September 26, 2024 |
| Hicham Abdessamad |
|
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of REE Automotive
Ltd. has signed this registration statement on September 26, 2024.
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PUGLISI & ASSOCIATES |
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|
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Authorized Representative |
Exhibit 5.1
September 26, 2024
To:
REE Automotive
Ltd.
Kibbutz Glil-Yam
4690500
Israel
Re: REE Automotive Ltd. - Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel for REE Automotive
Ltd., an Israeli company (the “Company”), in connection with the registration statement on Form S-8 (the “Registration
Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on
the date hereof pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), relating to
the registration of an additional 800,000 Class A ordinary shares, without par value, of the Company (the “Additional Ordinary
Shares”), to be issued under the Company’s 2021 Share Incentive Plan (the “2021 Plan”), pursuant to
the provisions of the 2021 Plan.
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of the 2021 Plan, the Registration Statement, the Company’s
Amended and Restated Articles of Association (the “Articles”) and such other agreements, certificates, resolutions,
minutes and other statements of corporate officers and other representatives of the Company and other documents as we have deemed necessary
or appropriate as a basis for this opinion.
In rendering our opinion, we have assumed the
authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all
signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been complete and accurate.
We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings
of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance
with the Articles and all applicable laws, including, without limitation, the Company’s board of director’s approval of (i)
the 2021 Plan, and (ii) the registration of the Additional Ordinary Shares to be issued under the 2021 Plan.
Members of our firm are admitted to the Bar of
the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters
stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon and subject to the foregoing, we are
of the opinion that the Additional Ordinary Shares have been duly authorized and, subject to the requisite corporate approvals will be,
when issued and delivered in accordance with the terms of the 2021 Plan and the related awards and agreements, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not 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 Securities and Exchange Commission
promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date
hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention
after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
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Very truly yours, |
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/s/ Herzog Fox & Neeman |
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Herzog Fox & Neeman |
Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506,
Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464
www.herzoglaw.co.il