Registration No. 333-259085
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 5
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Can-Fite BioPharma Ltd.
(Exact name of registrant as specified in its charter)
State of Israel |
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2834 |
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Not applicable |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
10 Bareket Street,
Kiryat Matalon,
P.O. Box 7537,
Petach-Tikva
4951778, Israel
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gary Emmanuel, Esq.
Eyal Peled, Esq.
Greenberg Traurig, P.A.
One Azrieli Center
Round Tower, 30th Floor
132 Menachem Begin Rd
Tel Aviv, Israel 6701101
+1 212 801 9337 |
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Ronen Kantor, Adv.
Doron, Tikotzky, Kantor, Gutman, Ness, Amit Gross and Co.
B.S.R. 4 Tower, 33rd Floor
7 Metsada Street
Bnei Brak 5126112 Israel
Tel: +972-3-613-3371 |
Approximate date of commencement
of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This registration statement
relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 3 on Form F-1 to the Registration Statement on Form F-1
(File No. 333-269485), or the February 2023 Registration Statement, containing an updated prospectus with respect to the resale by the
selling shareholders named therein of up to an aggregate of 846,818,700 ordinary shares represented by 2,822,729 American
Depository Shares, or ADSs, consisting of (i) 600,000,000 ordinary shares represented by 2,000,000 ADSs issuable upon the
exercise of warrants issued in a private placement concurrently with a registered direct offering in January 2023, or the RD Offering,
(ii) 218,182,200 ordinary shares represented by 727,274 ADSs issuable upon the exercise of warrants issued in a private placement to
the same purchaser as in the RD Offering, or the PIPE Offering, and (iii) 28,636,500 ordinary shares represented by 95,455 ADSs issuable
upon the exercise of placement agent warrants issued in connection with the RD Offering and PIPE Offering, or the January 2023 Offerings.
Second, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 5 on Form F-1 to the Registration Statement
on Form F-1 (File No. 333-259085), or the August 2021 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of 10,500,000 ordinary shares represented by 35,000 ADSs issuable upon
the exercise of placement agent warrants issued in a private placement in August 2021, or the August 2021 Private Placement.
Third, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 6 on Form F-1 to the Registration Statement
on Form F-1 (File No. 333-239804), or the July 2020 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of up to 90,810,150 ordinary shares represented by 302,700 ADSs, consisting
of (1) (i) 58,536,600 ordinary shares represented by 195,122 ADSs issuable upon the exercise of warrants issued in a private placement
in June 2020, or the June 2020 Private Placement, and (ii) 2,853,660 ordinary shares represented by 9,512 ADSs issuable upon the exercise
of placement agent warrants issued in connection with the June 2020 Private Placement, and (2) (i) 25,582,500 ordinary shares represented
by 85,275 ADSs issuable upon the exercise of warrants issued in a private placement in July 2020, or the July 2020 Private Placement,
and (ii) 3,837,390 ordinary shares represented by 12,791 ADSs issuable upon the exercise of placement agent warrants issued in connection
with the July 2020 Private Placement.
Fourth, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 6 on Form F-1 to the Registration Statement
on Form F-1 (File No. 333-237443), or the March 2020 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of up to 23,838,030 ordinary shares represented by 79,460 ADSs, consisting
of (i) 22,278,540 ordinary shares represented by 74,262 ADSs issuable upon the exercise of warrants issued in a private placement in
January 2020, or the January 2020 Private Placement, and (ii) 1,559,490 ordinary shares represented by 5,198 ADSs issuable upon the exercise
of placement agent warrants issued in connection with the January 2020 Private Placement.
Fifth, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 7 on Form F-1 to the Registration Statement
on Form F-1 (File No. 333-231209), or the May 2019 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of 47,742,308 ordinary shares represented by 159,141 ADSs consisting
of (i) 45,000,000 ordinary shares represented by 150,000 ADSs issuable upon the exercise of warrants issued in a private placement in
May 2019, or the May 2019 Private Placement, (ii) 2,250,000 ordinary shares represented by 7,500 ADSs issuable upon the exercise of placement
agent warrants issued in connection with the May 2019 Private Placement, and (iii) 492,308 ordinary shares represented by 1,641 ADSs
issuable upon the exercise of placement agent warrants issued in a private placement in April 2019.
Sixth, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 8 on Form F- 1 to the Registration Statement
on Form F-1 (File No. 333-229719), or the January 2019 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of 223,809 ordinary shares represented by 746 ADSs issuable upon the
exercise of placement agent warrants issued in a private placement in January 2019.
Seventh, this registration
statement relates to, and shall act, upon effectiveness, as Post-Effective Amendment No. 7 on Form F-1 to the Registration Statement
on Form F-1 (File No. 333-226696), or the March 2018 Registration Statement, containing an updated prospectus with respect to the resale
by the selling shareholders named therein of up to an aggregate of 333,334 ordinary shares represented by 1,111 ADSs issuable upon the
exercise of placement agent warrants issued in a private placement in March 2018.
This registration statement
contains a combined prospectus relating to the securities described in the six immediately preceding paragraphs. Pursuant to Rule 429,
this registration statement constitutes a post-effective amendment to the February 2023 Registration Statement, August 2021 Registration
Statement, July 2020 Registration Statement, March 2020 Registration Statement, May 2019 Registration Statement, and January 2019 Registration
Statement, collectively, the Prior Registration Statements, with respect to the unsold shares registered in those registration statements,
which are not currently being terminated by the Company. Such post-effective amendment will become effective concurrently with the effectiveness
of this registration statement in accordance with Section 8(a) of the Securities Act.
The information included in
this filing updates the Prior Registration Statements and the prospectuses contained therein. No additional securities covered by such
Prior Registration Statements are being registered in this registration statement. All filing fees payable in connection with the registration
of the securities covered by such Prior Registration Statements were paid at the respective times of the original filings of the Prior
Registration Statements.
The information in this
preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS |
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SUBJECT TO COMPLETION |
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DATED
SEPTEMBER 1, 2023 |
1,020,266,331 Ordinary Shares represented
by 3,400,887 American Depositary Shares
This prospectus relates
to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate 1,020,266,331 ordinary shares, no par
value of Can-Fite Biopharma Ltd., represented by 3,400,887 ADSs consisting of (1) 846,818,700 ordinary shares, no par value of Can-Fite
Biopharma Ltd., represented by 2,822,729 ADSs consisting of (i) 600,000,000 ordinary shares represented by 2,000,000 ADSs issuable upon
the exercise of warrants issued in a private placement concurrently with the January 2023 RD Offering, (ii) 218,182,200 ordinary shares
represented by 727,274 ADSs issuable upon the exercise of warrants issued in the PIPE Offering, and (iii) 28,636,500 ordinary shares
represented by 95,455 ADSs issuable upon the exercise of placement agent warrants issued in connection with the January 2023 Offerings,
(2) 10,500,000 ordinary shares no par value of Can-Fite Biopharma Ltd., represented by 35,000 ADSs previously registered in a Registration
Statement on Form F-1 (File No. 333-259085), issuable upon the exercise of placement agent warrants issued in connection with the August
2021 Private Placement, (3) 90,810,150 ordinary shares, represented by 302,700 ADSs previously registered in a Registration Statement
on Form F-1 (File No. 333-239804) consisting of (i) (x) 58,536,600 ordinary shares represented by 195,122 ADSs issuable upon the exercise
of warrants issued in a private placement in June 2020, or the June 2020 Private Placement, and (y) 2,853,660 ordinary shares represented
by 9,512 ADSs issuable upon the exercise of placement agent warrants issued in connection with the June 2020 Private Placement, and (ii)
(x) 25,582,500 ordinary shares represented by 85,275 ADSs issuable upon the exercise of warrants issued in a private placement in July
2020, or the July 2020 Private Placement, and (y) 3,837,390 ordinary shares represented by 12,791 ADSs issuable upon the exercise of
placement agent warrants issued in connection with the July 2020 Private Placement, (4) 23,838,030 ordinary shares represented by 79,460
ADSs previously registered in a Registration Statement on Form F-1 (File No. 333- 237443), consisting of (i) 22,278,540 ordinary shares
represented by 74,262 ADSs issuable upon the exercise of warrants issued in a private placement in January 2020, or the January 2020
Private Placement, and (ii) 1,559,490 ordinary shares represented by 5,198 ADSs issuable upon the exercise of placement agent warrants
issued in connection with the January 2020 Private Placement, (5) 47,742,308 ordinary shares represented by 159,141 ADSs previously registered
in a Registration Statement on Form F-1 (File No. 333-231209), consisting of (i) 45,000,000 ordinary shares represented by 150,000 ADSs
issuable upon the exercise of warrants issued in a private placement in May 2019, or the May 2019 Private Placement, (ii) 2,250,000 ordinary
shares represented by 7,500 ADSs issuable upon the exercise of placement agent warrants issued in connection with the May 2019 Private
Placement, and (iii) 492,308 ordinary shares represented by 1,641 ADSs, issuable upon the exercise of placement agent warrants issued
in a private placement in April 2019, or the April 2019 Private Placement, (6) 223,809 ordinary shares represented by 746 ADSs previously
registered in a Registration Statement on Form F-1 (File No. 333-229719), issuable upon the exercise of placement agent warrants issued
in a private placement in January 2019, or the January 2019 Private Placement and (7) 333,334 ordinary shares represented by 1,111 ADSs,
previously registered in a Registration Statement on Form F-1 (File No. 333-226696), issuable upon the exercise of placement agent warrants
issued in a private placement in March 2018.
The selling shareholders are
identified in the table commencing on page 11. Each ADS represents three hundred (300) ordinary shares. No ADSs are being registered
hereunder for sale by us. We will not receive any proceeds from the sale of the ADSs by the selling shareholders. All net proceeds from
the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive
the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See “Use of Proceeds.”
The selling shareholders may
sell all or a portion of the ordinary shares represented by ADSs from time to time in market transactions through any market on which
our ADSs are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing
market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination
of such methods of sale. See “Plan of Distribution”.
Our ADSs are listed
on the NYSE American under the symbol “CANF”. On August 31, 2023, the closing price of our ADSs on the NYSE American was
$2.94 per ADS. Our ordinary shares also trade on the Tel Aviv Stock Exchange, or TASE, under the symbol “CFBI”. On
August 31, 2023, the last reported sale price of our ordinary shares on the TASE was NIS 0.035 or $0.009 per share (based on the
exchange rate reported by the Bank of Israel on the same day).
The securities offered in
this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus to read about factors
you should consider before purchasing any of our securities.
Neither the U.S. Securities
and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September
, 2023.
TABLE OF CONTENTS
About This Prospectus
This prospectus is part of
a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement
filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports
we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find More Information”.
You should rely only on the
information that is contained in this prospectus or that is incorporated by reference into this prospectus. We have not authorized anyone
to provide you with information that is in addition to or different from that contained in, or incorporated by reference into, this prospectus.
If anyone provides you with different or inconsistent information, you should not rely on it.
We are not offering to sell
or solicit any security other than the ordinary shares represented by ADSs offered by this prospectus. In addition, we are not offering
to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer
from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus
only, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares. Our business, financial condition,
results of operations and prospects may have changed since that date.
This prospectus contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to
herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may
obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
Our financial statements are
prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our historical results
do not necessarily indicate our expected results for any future periods.
Market data and certain industry
data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including market research databases,
publicly available information, reports of governmental agencies and industry publications and surveys. We have relied on certain data
from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on
our management’s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially over long periods of
time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the third-party
forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any
misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject
to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.
Certain figures included in
this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them
In this prospectus, unless
the context otherwise requires:
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references to “ADSs” refer to American Depositary Shares representing ordinary shares; |
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references to “A3AR” refer to the A3 adenosine receptor; |
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references to the “Company,” “we,” “our” and “Can-Fite” refer to Can-Fite BioPharma Ltd. and its consolidated subsidiary; |
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references to the “Companies Law” or “Israeli Companies Law” are to Israel’s Companies Law, 5759-1999, as amended; |
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references to “dollars,” “U.S. dollars,” “USD” and “$” are to United States Dollars; |
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references to “HCC” refer to hepatocellular carcinoma, also known as primary liver cancer; |
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references to “ordinary shares,” “our shares” and similar expressions refer to our ordinary shares, no par value; |
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references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; and |
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references to the “SEC” are to the United States Securities and Exchange Commission. |
On January 9, 2023, we effected
a change in the ratio of our ADSs to ordinary shares from one (1) ADS representing thirty (30) ordinary shares to a new ratio of one (1)
ADS representing three hundred (300) ordinary shares. For ADS holders, the ratio change had the same effect as a one-for-ten reverse ADS
split. All ADS and related option and warrant information presented in this prospectus have been retroactively adjusted to reflect the
reduced number of ADSs and the increase in the ADS price which resulted from this action. Unless otherwise indicated, in this prospectus
fractional ADSs have been rounded to the nearest whole number.
We have not taken any action
to permit a public offering of the securities outside the United States or to permit the possession or distribution of this prospectus
outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about
and observe any restrictions relating to the offering of the securities and the distribution of this prospectus outside of the United
States.
PROSPECTUS SUMMARY
This summary
highlights selected information contained elsewhere in this prospectus that we consider important. This summary does not contain all
of the information you should consider before investing in our securities. You should read this summary together with the entire
prospectus, including the risks related to our business, our industry, investing in our ordinary shares and our location in Israel,
that we describe under “Risk Factors” and our consolidated financial statements and the related notes before making an
investment in our securities.
Overview
We are a clinical-stage biopharmaceutical
company that develops orally bioavailable small molecule therapeutic products for the treatment of cancer, liver and inflammatory diseases
and erectile dysfunction. We are also developing specific formulations of cannabis components for the treatment of cancer, inflammatory,
autoimmune, and metabolic diseases. Our platform technology utilizes the Gi protein associated A3 adenosine receptor, or A3AR, as a therapeutic
target. A3AR is highly expressed in pathological body cells such as inflammatory and cancer cells, and has a low expression in normal
cells, suggesting that the receptor could be a specific target for pharmacological intervention. Our pipeline of drug candidates are synthetic,
highly specific agonists and allosteric modulators targeting the A3AR.
January 2023 Financing
On January 11, 2023, we entered
into a securities purchase agreement, or the RD Purchase Agreement, pursuant to which we agreed to sell and issue in a registered direct
offering, or the Registered Direct Offering, an aggregate of 90,000,000 ordinary shares, or the RD Shares, represented by 300,000 ADSs,
and pre-funded warrants, or the Pre-funded Warrants, to purchase up to 210,000,000 ordinary shares represented by 700,000 ADSs, and,
in a concurrent private placement, unregistered warrants to purchase up to 600,000,000 ordinary shares represented by 2,000,000 ADSs,
or the RD Warrants, consisting of Series A warrants, or the Series A Warrants, to purchase up to 300,000,000 ordinary shares represented
by 1,000,000 ADS, and Series B warrants, or the Series B Warrants, to purchase up to 300,000,000 ordinary shares represented by 1,000,000
ADSs, at an offering price of $6.00 per Series A Warrant and $5.50 per Series B Warrant per RD Share and associated Series A and Series
B warrants and an offering price of $5.499 per Pre-funded Warrant.
In addition, we entered
into a securities purchase agreement, or the PIPE Purchase Agreement, and together with the RD Purchase Agreement, the Purchase Agreements,
pursuant to which we agreed to sell and issue in a private placement, or the PIPE Offering, and together with the Registered Direct Offering,
the January 2023 Offerings, an aggregate of up to 363,637 unregistered Pre-funded Warrants to purchase up to 109,091,100 ordinary shares
represented by 363,637 ADSs, and unregistered warrants to purchase up to an aggregate of 218,182,200 ordinary shares represented by 727,274
ADSs, or the PIPE Warrants, and together with the RD Warrants, the Warrants, consisting of Series A Warrants to purchase up to 109,091,100
ordinary shares represented by 363,637 ADSs and Series B Warrants to purchase up to 109,091,100 ordinary shares represented by 363,637
ADSs, at an offering price of $5.499 per Pre-funded Warrant and associated Series A and Series B warrants.
The Pre-funded Warrants will
be immediately exercisable at an exercise price of $0.001 per ADS and will not expire until exercised in full. The Series A and Series
B warrants will be immediately exercisable upon issuance. The Series A Warrants will have an exercise price of $6.00 per ADS, and the
Series B Warrants will have an exercise price of $5.50 per ADS, subject to adjustment as set forth therein. The Series A Warrants have
a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 20 months from the date of issuance.
The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs and ordinary shares
underlying the Warrants.
In connection with the PIPE
Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement. Pursuant to the Registration
Rights Agreement, we are required to file a resale registration statement, or the Registration Statement with the SEC to register for
resale of the ordinary shares represented by ADSs issuable upon exercise of the unregistered Pre-funded Warrants and Warrants, within
20 days of the signing date of the PIPE Purchase Agreement, or the Signing Date, and to have such Registration Statement declared effective
within 60 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date
in the event the Registration Statement is reviewed by the SEC. We will be obligated to pay certain liquidated damages if we fail to file
the Registration Statement when required, fail to cause the Registration Statement to be declared effective by the SEC when required,
of if we fail to maintain the effectiveness of the Registration Statement.
The Purchase Agreements and
the Registration Rights Agreements also contain representations, warranties, indemnification and other provisions customary for transactions
of this nature. We also amended certain warrants to purchase up to an aggregate of 600,000 ADSs that were issued in December 2021 to the
investor in the January 2023 offering and private placement by reducing the exercise prices from $20.00 per ADS to $5.50 per ADS. In addition,
subject to limited exceptions, the Purchase Agreements provide that for a period of one year following the effective date of the Registration
Statement, we will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase
Agreements. In addition, pursuant to the Purchase Agreements, we agreed to abide by certain customary standstill restrictions for a period
of sixty (60) days following the effective date of the Registration Statement.
Aggregate
gross proceeds to us in respect of the January 2023 Offerings (assuming full exercise of
Pre-funded Warrants and no exercise of the Warrants) was approximately $7.5 million, before
deducting fees payable to the placement agent and other offering expenses payable by us.
The January 2023 Offerings closed on January 13, 2023.
We also entered into a
letter agreement, or the Engagement Agreement, with H.C. Wainwright & Co., LLC or Wainwright, pursuant to which Wainwright agreed
to serve as the exclusive placement agent for us in connection with the January 2023 Offerings. We paid Wainwright a cash placement fee
equal to 7% of the aggregate gross proceeds raised in the January 2023 Offerings, a management fee of 1% of the aggregate gross proceeds
raised in the January 2023 Offerings, a non-accountable expense allowance of $75,000 and clearing fees of $15,950. Wainwright also received
placement agent warrants, or the Placement Agent Warrants, on substantially the same terms as the Series A Warrants issued in the Offering
in an amount equal to 7% of the aggregate number of ordinary shares represented by ADSs and ADSs issuable upon exercise of the Pre-funded
Warrants sold in the January 2023 Offerings, or 28,636,500 ordinary shares represented by 95,455 ADSs, at an exercise price of $6.875
per ADS and a term expiring on January 11, 2028.
August 2021 Financing
On August 16, 2021, we sold
to an institutional investor an aggregate of (i) 57,000,000 ordinary shares represented by 190,000 ADSs at $20.0 per ADS, and (ii) a pre-funded
warrant to purchase 93,000,000 ordinary shares represented by 310,000 ADSs, or Pre-funded Warrants, at a price of $19.999 per Pre-funded
Warrant, in a registered direct offering. In addition, we issued to the investors unregistered warrants to purchase 150,000,000 ordinary
shares represented by 500,000 ADSs in a private placement.
Between September and November
2021, the Pre-funded Warrant to purchase 93,000,000 ordinary shares represented by 310,000 ADSs was exercised in full. In December 2021,
the unregistered warrants to purchase 150,000,000 ordinary shares represented by 500,000 ADSs were exercised in full. We paid an aggregate
of $700,000 in placement agent fees and expenses and issued placement agent warrants in an amount equal to 7.0% of the aggregate number
of ADSs sold in the offering (or, warrants to purchase up to 10,500,000 ordinary shares represented by 35,000 ADSs), at an initial exercise
price equal to $20.0 per ADS, on substantially the same terms as the investor warrants, except that the placement agent warrants expire
on the earlier of (i) the third-year anniversary of the date on which an initial resale registration statement registering the ordinary
shares (or the ADSs) issuable upon the exercise of the warrants becomes effective and (ii) August 11, 2026.
In connection with the August
2021 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 10,500,000 ordinary shares
represented by 35,000 ADSs.
July 2020 Financing
On July 8, 2020, we sold to
several institutional and accredited investors an aggregate of 51,165,000 ordinary shares represented by 170,550 ADSs in a registered
direct offering at $20.0 per ADS, resulting in gross proceeds of approximately $3.4 million. In addition, we issued to the investors unregistered
warrants to purchase 25,582,500 ordinary shares represented by 85,275 ADSs in a private placement. The warrants are immediately exercisable
and will expire four and one-half years from the issuance date at an exercise price of $25.0 per ADS, subject to adjustment as set forth
therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying
the warrants. We paid an aggregate of $255,825 in placement agent fees and expenses and issued unregistered placement agent warrants to
purchase up to 3,837,390 ordinary shares represented by 12,791 ADS on the same terms as the warrants.
In connection with the July
2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 29,419,890 Ordinary Shares
represented by 98,066 ADSs.
June 2020 Financing
On June 12, 2020, we sold to
several institutional and accredited investors an aggregate of 117,073,200 ordinary shares represented by 390,244 ADSs in a registered
direct offering at $20.50 per ADS, resulting in gross proceeds of approximately $8.0 million. In addition, we issued to the investors
unregistered warrants to purchase 58,536,600 ordinary shares represented by 195,122 ADSs in a private placement. The warrants are immediately
exercisable and will expire four and one-half years from issuance at an exercise price of $25.0 per ADS, subject to adjustment as set
forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs
underlying the warrants.
We paid an aggregate of
$600,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase to purchase up to 8,780,490
ordinary shares represented by 29,268 ADSs on the same terms as the warrants. As a result of exercises, there are 2,853,660 ordinary
shares represented by 9,512 ADSs of unregistered placement agent warrants.
In connection with the June
2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 61,390,260 Ordinary Shares
represented by 204,634 ADSs.
January 2020 Financing
On January 9, 2020, we
entered into warrant exercise agreements, or the Exercise Agreements, with several accredited investors who are the holders, or the Holders,
of warrants issued in September 2015, October 2015, March 2018, March 2018, January 2019, and April 2019 or the Public Warrants, to purchase
our ordinary shares, represented by ADS, pursuant to which the Holders agreed to exercise in cash their Public Warrants to purchase up
to an aggregate of 22,278,540 ordinary shares represented by 74,262 ADSs having exercise prices ranging from $129.0 to $787.50 per ADS
issued by us, at a reduced exercise price of $32.50 per ADS, resulting in gross proceeds of approximately $2.4 million. Closing occurred
on January 13, 2020. Under the Exercise Agreements, we also issued to the Holders new unregistered warrants to purchase up to 22,278,540
ordinary shares represented by 74,262 ADSs, or the Private Placement Warrants. The Private Placement Warrants are immediately exercisable,
expire five and one-half years from issuance date and have an exercise price of $34.50 per ADS, subject to adjustment as set forth therein.
The Private Placement Warrants may be exercised on a cashless basis if six months after issuance there is no effective registration statement
registering the ADSs underlying the warrants.
We paid an aggregate of $203,945
in placement agent fees and expenses and issued unregistered placement agent warrants to purchase up to 1,559,490 ordinary shares represented
by 5,198 ADS on the same terms as the warrants, except they have a term of five years.
In connection with the January
2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 23,838,030 ordinary shares
represented by 79,460 ADSs.
May 2019 Financing
On May 22, 2019, we sold to
certain institutional investors an aggregate of 45,000,000 ordinary shares represented by 150,000 ADSs in a registered direct offering
at $40.0 per ADS, resulting in gross proceeds of $6.0 million. In addition, we issued to the investors unregistered warrants to purchase
an aggregate of 150,000 ADSs in a private placement. The warrants are immediately exercisable and will expire five and one-half years
from issuance at an exercise price of $40.0 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless
basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants.
We paid an aggregate of $410,000
in placement agent fees and expenses and issued unregistered placement agent warrants to purchase up to 2,250,000 ordinary shares represented
by 7,500 ADSs.
The placement agent warrants
are immediately exercisable and will expire five years from issuance at an exercise price of $40.0 per ADS, subject to adjustment as set
forth therein. The placement agent warrants may be exercised on a cashless basis if six months after issuance there is no effective registration
statement registering the ADSs underlying the warrants.
In connection with the May
2019 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 47,250,000 ordinary shares
represented by 157,500 ADSs.
April 2019 Financing
On April 4, 2019, we sold to
certain institutional investors an aggregate 9,846,150 ordinary shares represented by 32,820 ADSs in a registered direct offering at $97.50
per ADS, resulting in gross proceeds of $3.2 million.
In addition, we issued to the
investors unregistered warrants to purchase 32,820 ADSs in a private placement. In January 2020, the unregistered warrants to purchase
9,846,150 ordinary shares represented by 32,820 ADSs were exercised in full.
We paid an aggregate of $242,000
in placement agent fees and expenses and issued unregistered placement agent warrants to purchase up to 492,308 ordinary shares represented
by 1,641 ADSs.
The placement agent warrants
are immediately exercisable and will expire five years from issuance at an exercise price of $129.0 per ADS, subject to adjustment as
set forth therein. The placement agent warrants may be exercised on a cashless basis if six months after issuance there is no effective
registration statement registering the ADSs underlying the warrants.
In connection with the April
2019 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 492,308 ordinary shares represented
by 1,641 ADSs issuable upon exercise of these warrants.
January 2019 Financing
On January 18, 2019, we sold
to a single institutional investor 4,476,180 ordinary shares represented by 14,921 ADSs in a registered direct offering at $157.50 per
ADS, resulting in gross proceeds of $2.35 million. In addition, we issued to the investor unregistered warrants to purchase 4,476,180
ordinary shares represented by 14,921 ADSs in a private placement. In January 2020, the unregistered warrants to purchase 4,476,180 ordinary
shares represented by 14,921 ADSs were exercised in full.
We paid an aggregate of $191,000
in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 223,809 ordinary shares represented
by 746 ADS on the same terms as the warrants, except they have a term of five years.
In connection with the January
2019 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 223,809 ordinary shares represented
by 746 ADSs issuable upon exercise of these warrants at an exercise price of $195.0 per ADS.
March 2018 Financing
On March 13, 2018, we
sold to certain institutional investors an aggregate of 6,666,660 ordinary shares represented by 22,222 ADSs in a registered direct offering
at $22.50 per ADS, resulting in gross proceeds of approximately $5.0 million. In addition, we issued to the investors unregistered warrants
to purchase up to 5,000,002 ordinary shares represented by 16,666 ADSs in a private placement. In January 2020, the unregistered warrants
to purchase up to 5,000,002 ordinary shares represented by 16,666 ADSs were exercised in full.
We paid an aggregate of
$350,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase up to 333,334 ordinary shares
represented by 1,111 ADSs. The placement agent warrants may be exercised after six months from the date of issuance for a period of five
and a half years and have an exercise price of $30.00 per ADS, subject to adjustment as set forth therein. The warrants may be exercised
on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants.
In connection with the
March 2018 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 333,334 ordinary shares
represented by 1,111 ADSs issuable upon exercise of these warrants.
Throughout this prospectus,
when we refer to our ordinary shares being registered on behalf of the selling shareholders, we are referring to the ordinary shares represented
by ADSs that may be issuable upon exercise of warrants and placement agent warrants. Throughout this prospectus, when we refer to the
selling shareholders, we are referring to the selling shareholders named herein and, as applicable, any donees, pledgees, transferees
or other successors-in-interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge,
or other non-sale related transfer that may be identified in a supplement to this prospectus or, if required, a post-effective amendment
to the registration statement of which this prospectus is a part.
The Offering
ADSs Offered |
|
Up to an aggregate of up to 1,020,266,331 ordinary shares, no par value of Can-Fite
Biopharma Ltd., represented by 3,400,887 ADSs consisting of (1) 846,818,700 ordinary shares, no par value of Can-Fite Biopharma Ltd.,
represented by 2,822,729 ADSs consisting of (i) 600,000,000 ordinary shares represented by 2,000,000 ADSs issuable upon the exercise
of warrants issued in a private placement concurrently with the RD Offering, (ii) 218,182,200 ordinary shares represented by 727,274
ADSs issuable upon the exercise of warrants issued in connection with the PIPE Offering, and (iii) 28,636,500 ordinary shares represented
by 95,455 ADSs issuable upon the exercise of placement agent warrants issued in connection with the RD Offering and PIPE Offering,
or the January 2023 Offerings. Each ADS represents 300 ordinary shares, (2) 10,500,000 ordinary shares represented by 35,000 ADSs,
previously registered in a Registration Statement on Form F-1 (File No. 333-259085), issuable upon the exercise of placement agent
warrants issued in connection with a private placement in August 2021, or the August 2021 Private Placement, (3) 90,810,150 ordinary
shares, represented by 302,700 ADSs previously registered in a Registration Statement on Form F-1 (File No. 333-239804), consisting
of (i)(x) 58,536,600 ordinary shares represented by 195,122 ADSs issuable upon the exercise of warrants issued in a private placement
in June 2020, or the June 2020 Private Placement, and (y) 2,853,660 ordinary shares represented by 9,512 ADSs issuable upon the exercise
of placement agent warrants issued in connection with the June 2020 Private Placement, and (ii) (x) 25,582,500 ordinary shares represented
by 85,275 ADSs issuable upon the exercise of warrants issued in a private placement in July 2020, or the July 2020 Private Placement,
and (y) 3,837,390 ordinary shares represented by 12,791 ADSs issuable upon the exercise of placement agent warrants issued in connection
with the July 2020 Private Placement, (4) 23,838,030 ordinary shares represented by 79,460 ADSs previously registered in a Registration
Statement on Form F-1 (File No. 333- 237443) consisting of (i) 22,278,540 ordinary shares represented by 74,262 ADSs issuable upon
the exercise of warrants issued in a private placement in January 2020, or the January 2020 Private Placement, and (ii) 1,559,490
ordinary shares represented by 5,198 ADSs issuable upon the exercise of placement agent warrants issued in connection with the January
2020 Private Placement, (5) 47,742,308 ordinary shares represented by 159,141 ADSs previously registered in a Registration Statement
on Form F-1 (File No. 333-231209), consisting of (i) 45,000,000 ordinary shares represented by 150,000 ADSs issuable upon the exercise
of warrants issued in a private placement in May 2019, or the May 2019 Private Placement, (ii) 2,250,000 ordinary shares represented
by 7,500 ADSs issuable upon the exercise of placement agent warrants issued in connection with the May 2019 Private Placement, and
(iii) 492,308 ordinary shares represented by 1,641 ADSs issuable upon the exercise of placement agent warrants issued in a private
placement in April 2019, or the April 2019 Private Placement, (6) 223,809 ordinary shares represented by 746 ADSs previously registered
in a Registration Statement on Form F-1 (File No. 333-229719), issuable upon the exercise of placement agent warrants issued in a
private placement in January 2019, or the January 2019 Private Placement and (7) 333,334 ordinary shares represented by 1,111 ADSs,
previously registered in a Registration Statement on Form F-1 (File No. 333-226696), issuable upon the exercise of placement agent
warrants issued in a private placement in March 2018. Each ADS represents 300 ordinary shares. |
|
|
|
Ordinary Shares Outstanding at
June 30, 2023 |
|
1,224,837,393 ordinary shares. |
Use of proceeds |
|
We will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants and placement agent warrants if the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.” |
|
|
|
NYSE American Symbol for ADSs |
|
CANF |
|
|
|
Risk factors |
|
Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 7 of this prospectus. |
Unless otherwise indicated,
the number of ordinary shares outstanding prior to and after this offering is based on 1,224,837,393 ordinary shares outstanding as of
June 30, 2023, and excludes:
|
● |
42,477,000 ordinary shares issuable upon the exercise of stock options outstanding at a weighted-average
exercise price of $0.08 per ordinary share (based on the exchange rate reported by the Bank of Israel on such date) equivalent to
141,590 ADSs at a weighted average exercise price of $24.0 per ADS; and |
|
● |
1,222,016,340 ordinary shares represented by 4,073,388 ADSs issuable
upon the exercise of outstanding warrants at a weighted-average exercise price of $9.55 per ADS. |
Unless otherwise indicated,
all information in this prospectus assumes no exercise of the outstanding options or warrants described above and gives retroactive effect
to the adjustment to the ratio of ADSs to ordinary shares from one ADS representing 30 ordinary shares to one ADS representing 300 ordinary
shares effected on January 9, 2023.
RISK FACTORS
An investment in our securities
involves significant risk. Before making an investment in our securities, you should carefully consider the risk factors set forth in
our most recent Annual Report on Form 20-F on file with the SEC, which is incorporated by reference into this prospectus, as well as the
following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 20-F. Before making an investment
decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus.
The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating
results and financial condition and could result in a complete loss of your investment.
The sale of a substantial
amount of our ordinary shares or ADSs, including resale of the ADSs issuable upon the exercise of the warrants held by the selling shareholders
in the public market could adversely affect the prevailing market price of our ADSs.
We are registering for
resale 1,020,266,331 ordinary shares represented by 3,400,887 ADSs issuable upon the exercise of warrants held by the selling shareholders.
Sales of substantial amounts of shares of our ordinary shares or ADSs in the public market, or the perception that such sales might occur,
could adversely affect the market price of our ordinary shares, and the market value of our other securities. We cannot predict if and
when selling shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional ordinary shares
or ADSs or other equity or debt securities convertible into ordinary shares or ADSs. Any such issuance could result in substantial dilution
to our existing shareholders and could cause our stock price to decline.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking
statements, about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial
condition, results of operations, strategies or prospects. In addition, from time to time, we or our representatives have made or may
make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words
such as “believe,” “expect,” “intend,” “plan,” “may,” “should”
or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these
statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited
to, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive
officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made.
Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and
uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking
statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated
in forward-looking statements, including, but not limited to, the factors summarized below.
This prospectus identifies
important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly
those set forth under the heading “Risk Factors.” The risk factors included in this prospectus are not necessarily all of
the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, readers are cautioned not to place undue reliance on such forward- looking statements. Factors that could cause
our actual results to differ materially from those expressed or implied in such forward- looking statements include, but are not limited
to:
|
● |
our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all; |
|
● |
uncertainties of cash flows and inability to meet working capital needs; |
|
● |
the initiation, timing, progress and results of our preclinical studies, clinical trials and other product candidate development efforts; |
|
● |
our ability to advance our product candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; |
|
● |
our receipt of regulatory approvals for our product candidates, and the timing of other regulatory filings and approvals; |
|
● |
the clinical development, commercialization and market acceptance of our product candidates; |
|
● |
our ability to establish and maintain strategic partnerships and other corporate collaborations; |
|
● |
the implementation of our business model and strategic plans for our business and product candidates; |
|
● |
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others; |
|
● |
competitive companies, technologies and our industry; |
|
● |
risks related to the COVID-19 pandemic and the Russian invasion of Ukraine; |
|
● |
risks related to not satisfying the continued listing requirements of NYSE American; and |
|
● |
statements as to the impact of the political and security situation in Israel on our business. |
All forward-looking statements
attributable to us or persons acting on our behalf speak only as of the date of this prospectus and are expressly qualified in their entirety
by the cautionary statements included in this prospectus. We undertake no obligations to update or revise forward-looking statements to
reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking
statements, you should consider these risks and uncertainties.
USE OF PROCEEDS
We will not receive any proceeds
from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares
represented by ADSs and the warrants and placement agent warrants covered by this prospectus will go to the selling shareholders. We
expect that the selling shareholders will sell their ordinary shares represented by ADSs as described under “Plan of Distribution.”
We may receive proceeds
from the exercise of the warrants and placement agent warrants and issuance of the warrant ADSs to the extent that these warrants are
exercised for cash. Warrants, however, are exercisable on a cashless basis under certain circumstances. If all of the warrants mentioned
above were exercised for cash in full, the proceeds would be approximately $34.0 million. We intend to use the net proceeds of such warrant
exercise, if any, for research and development, general and administrative expenses, and for working capital purposes.
Pending application of the
net proceeds for the purposes as described above, we expect to invest the net proceeds in short- term, interest-bearing securities, investment
grade securities, certificates of deposit or direct or guaranteed obligations of the U.S. government. We can make no assurances that any
of the warrants and placement agent warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which
will be exercised or in the period in which they will be exercised.
CAPITALIZATION
The following table sets
forth our capitalization on an actual basis as of June 30, 2023.
The information in this table
should be read in conjunction with and is qualified by reference to the financial statements and notes thereto and other financial information
incorporated by reference into this prospectus.
| |
As
June 30,
2023 | |
| |
(Actual) | |
| |
(U.S.$ | |
| |
in thousands) | |
Long-term liabilities: | |
| 1,925 | |
| |
| | |
Shareholders’ equity: | |
| | |
Ordinary shares | |
| - | |
Additional paid-in capital | |
| 160,814 | |
Accumulated other comprehensive loss | |
| 1,127 | |
Accumulated deficit | |
| (155,067 | ) |
| |
| | |
Total shareholder’s equity | |
| 6,874 | |
| |
| | |
Total capitalization (long-term liabilities and equity) | |
| 8,799 | |
SELLING SHAREHOLDERS
The ordinary shares represented
by ADSs being offered by the selling shareholders are those ordinary shares represented by ADSs issuable upon exercise of warrants previously
issued in connection with our private placements that closed in February 2023, August 2021, July 2020, June 2020, January 2020, May 2019,
April 2019, and January 2019, respectively. For additional information regarding the issuance of those ADSs and warrants to purchase
ADSs, see “Prospectus Summary – January 2023 Financing,” “Prospectus Summary – August 2021 Financing,”
“Prospectus Summary – July 2020 Financing,” “Prospectus Summary – June 2020 Financing,” “Prospectus
Summary – January 2020 Financing,” “Prospectus Summary – May 2019 Financing,” “Prospectus Summary
– April 2019 Financing,” “Prospectus Summary – January 2019 Financing,” and “Prospectus Summary –
March 2018 Financing” above. We are registering the ordinary shares represented by ADSs in order to permit the selling shareholders
to offer the ordinary shares represented by ADSs for resale from time to time. Other than with respect to H.C. Wainwright & Co. LLC,
or H.C. Wainwright, which acted as our placement agent in each of the January 2023, August 2021, July 2020, June 2020, February 2020,
January 2020, May 2019, April 2019, January 2019 and March 2018 financings, and has acted as a placement agent for us in financings in
September and October 2015 and December 2014, except for the ownership of the warrants and placement agent warrants issued, and the ADSs
issued and issuable, pursuant to prior financings, the selling shareholders have not had any material relationship with us within the
past three years.
The table below lists
the selling shareholders and other information regarding the beneficial ownership of the ordinary shares represented by ADSs by each
of the selling shareholders. The second column lists the number of ordinary shares represented by ADSs beneficially owned by each selling
stockholder, based on its ownership of ADSs and warrants or placement agent warrants to purchase ADSs, as of August 21, 2023, assuming
exercise of the warrants or placement agent warrants held by the selling shareholders on that date, without regard to any limitations
on conversions or exercises. The third column lists the maximum number of ordinary shares represented by ADSs being offered in this prospectus
by the selling shareholders. The fourth and fifth columns list the amount of ordinary shares represented by ADSs owned after the offering,
by number of ordinary shares represented by ADSs and percentage of outstanding ordinary shares (assuming for the purpose of such percentage,
1,224,837,393 shares outstanding as of August 21, 2023) assuming in both cases the sale of all of the ordinary shares represented by
ADSs offered by the selling shareholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises.
Under the terms of the
warrants and placement agent warrants issued in the January 2023, August 2021, July 2020, June 2020, January 2020 and May 2019 financings,
as well as the applicable financings in April 2019, January 2019 and March 2018, a selling stockholder may not exercise the warrants
to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of ordinary
shares which would exceed 4.99% or 9.99% of our then outstanding ordinary shares following such exercise, excluding for purposes of such
determination ordinary shares not yet issuable upon exercise of the warrants and placement agent warrants which have not been exercised.
The number of shares does not reflect this limitation. The selling shareholders may sell all, some or none of their ordinary shares represented
by ADSs or warrants or placement agent warrants in this offering. See “Plan of Distribution.”
Selling
Shareholder |
|
Number
of
Ordinary
Shares
Owned Prior
to Offering |
|
|
Maximum
Number of
Ordinary
Shares to be
Sold
Pursuant to
this
Prospectus |
|
|
Number
of
Ordinary
Shares
Owned
After the
Offering |
|
|
Percentage
of Ordinary Shares Owned After the Offering |
|
Sabby Healthcare Master Fund,
Ltd. (1) |
|
|
1,084,770 |
(2) |
|
|
1,084,770 |
(2) |
|
|
- |
|
|
|
- |
|
Sabby Volatility Warrant Master Fund, Ltd. (3) |
|
|
12,907,110 |
(4) |
|
|
12,907,110 |
(4) |
|
|
- |
|
|
|
- |
|
Anson Investments Master Fund LP (5) |
|
|
21,649,230 |
(6) |
|
|
21,649,230 |
(6) |
|
|
- |
|
|
|
- |
|
Intracoastal Capital, LLC (7) |
|
|
39,049,080 |
(8) |
|
|
35,299,080 |
(9) |
|
|
3,750,000 |
(10) |
|
|
* |
|
Armistice Capital Master Fund, Ltd. (11) |
|
|
1,316,693,850 |
(12) |
|
|
851,093,850 |
(13) |
|
|
465,600,000 |
(14) |
|
|
38.0 |
% |
CVI Investments, Inc. (15) |
|
|
23,161,650 |
(16) |
|
|
23,161,650 |
(16) |
|
|
- |
|
|
|
- |
|
Hudson Bay Master Fund Ltd. (17) |
|
|
24,384,150 |
(18) |
|
|
24,384,150 |
(18) |
|
|
- |
|
|
|
- |
|
Michael Vasinkevich (19) |
|
|
37,428,195 |
(20) |
|
|
30,695,055 |
(21) |
|
|
6,733,140 |
(22) |
|
|
* |
|
Michael Mirsky (19) |
|
|
7,088,198 |
(23) |
|
|
5,378,198 |
(24) |
|
|
1,710, 000 |
(25) |
|
|
* |
|
Noam Rubinstein (19) |
|
|
16,414,890 |
(26) |
|
|
12,454,890 |
(27) |
|
|
3,960,000 |
(28) |
|
|
* |
|
Mark Viklund (19) |
|
|
88,984 |
(29) |
|
|
88,984 |
(29) |
|
|
- |
|
|
|
- |
|
Charles Worthman (19) |
|
|
746,274 |
(30) |
|
|
566,274 |
(31) |
|
|
180,000 |
(32) |
|
|
* |
|
Craig Schwabe (19) |
|
|
1,857,450 |
(33) |
|
|
1,503,090 |
(34) |
|
|
354,360 |
(35) |
|
|
* |
|
| (1) | Sabby Management, LLC is the investment
manager of Sabby Healthcare Master Fund, Ltd., or Sabby HMF, and shares voting and investment power with respect to these shares in this
capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby HMF. Each of Sabby
Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest
therein. The address of principal business office of Sabby HMF is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458. |
| (2) | Represents 1,084,770 ordinary
shares represented by 3,616 ADSs issuable upon exercise of warrants issued in our January 2020 financing. |
| (3) | Sabby Management, LLC is the investment
manager of Sabby Volatility Warrant Master Fund, Ltd., or Sabby VWMF, and shares voting and investment power with respect to these shares
in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby VWMF. Each
of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary
interest therein. The address of principal business office of Sabby VWMF is 10 Mountainview Road, Suite 205, Upper Saddle River, New
Jersey 07458. |
| (4) | Represents (i) 3,157,110 ordinary
shares represented by 10,524 ADSs issuable upon exercise of warrants issued in our January 2020 financing, and 9,750,000 ordinary shares
represented by 32,500 ADSs issuable upon exercise of warrants issued in our May 2019 financing. |
(5) |
Anson Advisors Inc., or AA and Anson Funds Management LP, or AFM, the co-investment advisers of Anson Investments Master Fund LP, or Anson, hold voting and dispositive power over the ordinary shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of AFM. Moez Kassam and Amin Nathoo are directors of AA. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these ordinary shares except to the extent of their pecuniary interest therein. The principal business address of Anson is 190 Elgin Avenue, George Town, Grand Cayman. |
| (6) | Represents (i) 9,750,000 ordinary
shares represented by 32,500 ADSs issuable upon exercise of warrants issued in our May 2019 financing and (ii) 11,899,230 ordinary shares
represented by 39,664 ADSs issuable upon exercise of warrants issued in our January 2020 financing. |
(7) |
Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital, LLC, or Intracoastal, have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of Exchange Act) of the securities reported herein that are held by Intracoastal. In the aggregate, Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act). |
| (8) | Represents (i) 6,000,000 ordinary
shares represented by 20,000 ADSs issuable upon exercise of warrants issued in our May 2019 financing, (ii) 6,137,430 ordinary shares
represented by 20,458 ADSs issuable upon exercise of warrants issued in our January 2020 financing, (iii) 3,750,000 ordinary shares represented
by 12,500 ADSs issuable upon exercise of warrants issued in our February 2020 financing, (iv) 14,634,150 ordinary shares represented
by 48,781 ADSs issuable upon exercise of warrants issued in our June 2020 financing and (v) 8,527,500 ordinary shares represented by
28,425 ADSs issuable upon exercise of warrants issued in our July 2020 financing. The exercise of the foregoing warrants is subject to
a 9.99% blocker. |
| (9) | Represents (i) 6,000,000 ordinary
shares represented by 20,000 ADSs issuable upon exercise of warrants issued in our May 2019 financing, (ii) 6,137,430 ordinary shares
represented by 20,458 ADSs issuable upon exercise of warrants issued in our January 2020 financing, (iii) 14,634,150 ordinary shares
represented by 48,781 ADSs issuable upon exercise of warrants issued in our June 2020 financing and (iv) 8,527,500 ordinary shares represented
by 28,425 ADSs issuable upon exercise of warrants issued in our July 2020 financing. The exercise of the foregoing warrants is subject
to a 9.99% blocker. |
| (10) | Represents 3,750,000 ordinary
shares represented by 12,500 ADSs issuable upon exercise of warrants issued in our February 2020 financing. |
| (11) | Armistice Capital, LLC, the investment manager of Armistice
Capital Master Fund Ltd., or Armistice, and Steven J. Boyd, the managing member of Armistice Capital, LLC, hold shared voting and dispositive
power over the ordinary shares held by Armistice. The principal business address of Armistice is c/o Armistice Capital, LLC, 510 Madison
Avenue, 7th Floor, New York, NY, 10022. |
(12) |
Represents
(i) 9,750,000 ordinary shares represented by 32,500 ADSs issuable upon exercise of warrants issued in our May 2019 financing, (ii)
14,634,150 ordinary shares represented by 48,781 ADSs issuable upon exercise of warrants issued in our June 2020 financing, (iii)
8,527,500 ordinary shares represented by 28,425 ADSs issuable upon exercise of warrants issued in our July 2020 financing, (iv)
180,000,000 ordinary shares represented by 600,000 ADSs issuable upon the exercise of warrants issued in our December 2021 offering,
(v) 818,182,200 ordinary shares represented by 2,727,274 ADSs issuable upon exercise of warrants issued in our January 2023 financing,
(vi) 109,091,100 ordinary shares represented by 363,637 ADSs issued upon the exercise of pre-funded warrants issued in our January
2023 financing, and (vii) 108,900,000 ordinary shares represented by 363,000 ADSs issuable upon the exercise of pre-funded warrants
issued in our January 2023 financing, and (viii) 67,608,900 ordinary shares represented by 225,363 ADSs issued in our January 2023
financing. The exercise of the foregoing warrants is subject to a 4.99% blocker, except that the exercise of the pre-funded warrants
mentioned in (vii) above is subject to a 9.99% blocker. |
| (13) | Represents
(i) 9,750,000 ordinary shares represented by 32,500 ADSs issuable upon exercise of warrants
issued in our May 2019 financing, (ii) 14,634,150 ordinary shares represented by 48,781 ADSs
issuable upon exercise of warrants issued in our June 2020 financing, (iii) 8,527,500
ordinary shares represented by 28,425 ADSs issuable upon exercise of warrants issued in our
July 2020 financing, and (iv) 818,182,200 ordinary shares represented by 2,727,274 ADSs issuable
upon exercise of warrants issued in our January 2023 financing. The exercise of the foregoing
warrants is subject to a 4.99% blocker, except that the exercise of the pre-funded warrants
mentioned in (vi) above is subject to a 9.99% blocker. |
| (14) | Represents
(i) 180,000,000 ordinary shares represented by 600,000 ADSs issuable upon exercise of warrants
issued in our December 2021 financing, (ii) 108,900,000
ordinary shares represented by 363,000 ADSs issuable upon the exercise of pre-funded warrants
issued in our January 2023 financing, (iii) 67,608,900 ordinary shares represented by 225,363
ADSs issued in our January 2023 financing, and (iv) 109,091,100 ordinary shares represented
by 363,637 ADSs issuable issued upon the exercise of pre-funded warrants issued in our January
2023 financing. |
(15) |
Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc., or CVI, has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more FINRA members, none of whom are currently expected to participate in the sale pursuant to this prospectus contained in the registration statement of common shares purchased by CVI. |
| (16) | Represents
(i) 14,634,150 ordinary shares represented by 48,781 ADSs issuable upon exercise of warrants
issued in our June 2020 financing and (ii) 8,527,500 ordinary shares represented by 28,425
ADSs issuable upon exercise of warrants issued in our July 2020 financing. The exercise of
the foregoing warrants is subject to a 4.99% blocker. |
| (17) | Hudson Bay Capital Management
LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the
managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master
Fund Ltd. and Mr. Gerber disclaims beneficial ownership over these securities. |
| (18) | Represents (i) 9,750,000 ordinary
shares represented by 32,500 ADSs issuable upon exercise of warrants issued in our May 2019 financing and (ii) 14,634,150 ordinary shares
represented by 48,781 ADSs issuable upon exercise of warrants issued in our June 2020 financing. The exercise of the foregoing warrants
is subject to a 9.99% blocker. |
(19) |
Referenced
person is affiliated with H.C. Wainwright & Co., LLC, or H.C. Wainwright. H.C. Wainwright
is a registered broker-dealer and acted as the placement agent in the December 2021, August
2021, July 2020, June 2020, January 2020, May 2019, April 2019, January 2019, March 2018,
and January 2017 financings. The address of H.C. Wainwright is 430 Park Avenue, New York,
NY 10022. |
| (20) | Represents
(i) 144,357 ordinary shares represented by 481 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 317,538 ordinary shares represented by
1,058 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 1,451,250 ordinary shares represented by 4,837 ADSs issuable upon exercise of placement
agent warrants issued in our May 2019 financing, (iv) 1,000,050 ordinary shares represented
by 3,333 ADSs issuable upon exercise of placement agent warrants issued in our January 2020
financing, (v) 2,460,720 ordinary shares represented by 8,202 ADSs issuable upon exercise
of placement agent warrants issued in our July 2020 financing, (vi) 6,733,140 ordinary shares
represented by 22,444 ADSs issuable upon exercise of placement agent warrants issued in our
August 2021 financing, (vii) 18,363,000 ordinary shares represented by 61,210 ADSs issuable
upon exercise of placement agent warrants issued in our January 2023 financing (viii) 6,733,140
ordinary shares represented by 22,444 ADSs issuable upon exercise of placement agent warrants
issued in our December 2021 financing and (ix) 225,000 ordinary shares represented by 750
ADSs issuable upon exercise of placement agent warrants issued in our March 2018 financing. |
| (21) | Represents
(i) 144,357 ordinary shares represented by 481 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 317,538 ordinary shares represented by
1,058 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 1,451,250 ordinary shares represented by 4,837 ADSs issuable upon exercise of placement
agent warrants issued in our May 2019 financing, (iv) 1,000,050 ordinary shares represented
by 3,333 ADSs issuable upon exercise of placement agent warrants issued in our January 2020
financing, (v) 2,460,720 ordinary shares represented by 8,202 ADSs issuable upon exercise
of placement agent warrants issued in our July 2020 financing, (vi) 18,363,000 ordinary shares
represented by 61,210 ADSs issuable upon exercise of placement agent warrants issued in our
January 2023 financing, (vii) 6,733,140 ordinary shares represented by 22,444 ADSs issuable
upon exercise of placement agent warrants issued in our August 2021 financing and (viii)
225,000 ordinary shares represented by 750 ADSs issuable upon exercise of placement agent
warrants issued in our March 2018 financing. |
| (22) | Represents
6,733,140 ordinary shares represented by 22,444 ADSs issuable upon exercise of placement
agent warrants issued in our December 2021 financing. |
| (23) | Represents (i) 21,262 ordinary
shares represented by 71 ADSs issuable upon exercise of placement agent warrants issued in our January 2019 financing, (ii) 46,770 ordinary
shares represented by 156 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing, (iii) 213,750 ordinary
shares represented by 712 ADSs issuable upon exercise of placement agent warrants issued in our May 2019 financing, (iv) 148,140 ordinary
shares represented by 494 ADSs issuable upon exercise of placement agent warrants issued in our January 2020 financing, (v) 712,500 ordinary
shares represented by 2,375 ADSs issuable upon exercise of placement agent warrants issued in our February 2020 financing, (vi) 834,150
ordinary shares represented by 2,780 ADSs issuable upon exercise of placement agent warrants issued in our June 2020 financing, (vii)
364,560 ordinary shares represented by 1,215 ADSs issuable upon exercise of placement agent warrants issued in our July 2020 financing,
(viii) 997,500 ordinary shares represented by 3,325 ADSs issuable upon exercise of placement agent warrants issued in our August 2021
financing, (ix) 2,720,400 ordinary shares represented by 9,068 ADSs issuable upon exercise of placement agent warrants issued in our January
2023 financing, (x) 997,500 ordinary shares represented by 3,325 ADSs issuable upon exercise of placement agent warrants issued in our
December 2021 financing and (xi) 31,666 ordinary shares represented by 106 ADSs issuable upon exercise of placement agent warrants issued
in our March 2018 financing. |
| (24) | Represents
(i) 21,262 ordinary shares represented by 71 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 46,770 ordinary shares represented by
156 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 213,750 ordinary shares represented by 712 ADSs issuable upon exercise of placement
agent warrants issued in our May 2019 financing, (iv) 148,140 ordinary shares represented
by 494 ADSs issuable upon exercise of placement agent warrants issued in our January 2020
financing, (v) 834,150 ordinary shares represented by 2,780 ADSs issuable upon exercise of
placement agent warrants issued in our June 2020 financing, (vi) 364,560 ordinary shares
represented by 1,215 ADSs issuable upon exercise of placement agent warrants issued in our
July 2020 financing, (vii) 2,720,400 ordinary shares represented by 9,068 ADSs issuable upon
exercise of placement agent warrants issued in our January 2023 financing, (viii) 997,500
ordinary shares represented by 3,325 ADSs issuable upon exercise of placement agent warrants
issued in our August 2021 financing and (ix) 31,666 ordinary shares represented by 106 ADSs
issuable upon exercise of placement agent warrants issued in our March 2018 financing. |
| (25) | Represents 712,500 ordinary shares represented by 2,375 ADSs issuable
upon exercise of placement agent warrants issued in our February 2020 financing and (ii) 997,500 ordinary shares represented by 3,325
ADSs issuable upon exercise of placement agent warrants issued in our December 2021 financing. |
| (26) | Represents
(i) 49,238 ordinary shares represented by 164 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 108,308 ordinary shares represented by
361 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 495,000 ordinary shares represented by 1,650 ADSs issuable upon exercise of placement
agent warrants issued in our May 2019 financing, (iv) 343,080 ordinary shares represented
by 1,143 ADSs issuable upon exercise of placement agent warrants issued in our January 2020
financing, (v) 1,650,000 ordinary shares represented by 5,500 ADSs issuable upon exercise
of placement agent warrants issued in our February 2020 financing, (vi) 1,931,700 ordinary
shares represented by 6,439 ADSs issuable upon exercise of placement agent warrants issued
in our June 2020 financing, (vii) 844,230 ordinary shares represented by 2,814 ADSs issuable
upon exercise of placement agent warrants issued in our July 2020 financing, (viii) 2,310,000
ordinary shares represented by 7,700 ADSs issuable upon exercise of placement agent warrants
issued in our August 2021 financing, (ix) 6,300,000 ordinary shares represented by 21,000
ADSs issuable upon exercise of placement agent warrants issued in our January 2023 financing,
(x) 2,310,000 ordinary shares represented by 77,000 ADSs issuable upon exercise of placement
agent warrants issued in our December 2021 financing and (xi) 73,334 ordinary shares represented
by 244 ADSs issuable upon exercise of placement agent warrants issued in our March 2018 financing. |
| (27) | Represents
(i) 49,238 ordinary shares represented by 164 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 108,308 ordinary shares represented by
361 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 495,000 ordinary shares represented by 1,650 ADSs issuable upon exercise of placement
agent warrants issued in our May 2019 financing, (iv) 343,080 ordinary shares represented
by 1,143 ADSs issuable upon exercise of placement agent warrants issued in our January 2020
financing, (v) 1,931,700 ordinary shares represented by 6,439 ADSs issuable upon exercise
of placement agent warrants issued in our June 2020 financing, (vi) 844,230 ordinary shares
represented by 2,814 ADSs issuable upon exercise of placement agent warrants issued in our
July 2020 financing, (viii) 6,300,000 ordinary shares represented by 21,000 ADSs issuable
upon exercise of placement agent warrants issued in our January 2023 financing, (ix) 2,310,000
ordinary shares represented by 7,700 ADSs issuable upon exercise of placement agent warrants
issued in our August 2021 financing and (x) 73,334 ordinary shares represented by 244 ADSs
issuable upon exercise of placement agent warrants issued in our March 2018 financing. |
| (28) | Represents
(i) 1,650,000 ordinary shares represented by 5,500 ADSs issuable upon exercise of placement
agent warrants issued in our February 2020 financing and (ii) 2,310,000 ordinary shares represented
by 7,700 ADSs issuable upon exercise of placement agent warrants issued in our December 2021
financing. |
| (29) | Represents (i) 6,714 ordinary
shares represented by 22 ADSs issuable upon exercise of placement agent warrants issued in our January 2019 financing, (ii) 14,770 ordinary
shares represented by 49 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing and (iii) 67,500
ordinary shares represented by 225 ADSs issuable upon exercise of placement agent warrants issued in our May 2019 financing. |
| (30) | Represents
(i) 2,238 ordinary shares represented by 7 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 4,922 ordinary shares represented by
16 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 22,500 ordinary shares represented by 75 ADSs issuable upon exercise of placement agent
warrants issued in our May 2019 financing, (iv) 15,600 ordinary shares represented by 52
ADSs issuable upon exercise of placement agent warrants issued in our January 2020 financing,
(v) 75,000 ordinary shares represented by 250 ADSs issuable upon exercise of placement agent
warrants issued in our February 2020 financing, (vi) 87,810 ordinary shares represented by
293 ADSs issuable upon exercise of placement agent warrants issued in our June 2020 financing,
(vii) 38,370 ordinary shares represented by 128 ADSs issuable upon exercise of placement
agent warrants issued in our July 2020 financing, (viii) 105,000 ordinary shares represented
by 350 ADSs issuable upon exercise of placement agent warrants issued in our August 2021
financing, (ix) 286,500 ordinary shares represented by 955 ADSs issuable upon exercise of
placement agent warrants issued in our January 2023 financing, (x) 105,000 ordinary shares
represented by 350 ADSs issuable upon exercise of placement agent warrant issued our December
2021 financing and (xi) 3,334 ordinary shares represented by 11 ADSs issuable upon exercise
of placement agent warrants issued in our March 2018 financing. |
| (31) | Represents
(i) 2,238 ordinary shares represented by 7 ADSs issuable upon exercise of placement agent
warrants issued in our January 2019 financing, (ii) 4,922 ordinary shares represented by
16 ADSs issuable upon exercise of placement agent warrants issued in our April 2019 financing,
(iii) 22,500 ordinary shares represented by 75 ADSs issuable upon exercise of placement agent
warrants issued in our May 2019 financing, (iv) 15,600 ordinary shares represented by 52
ADSs issuable upon exercise of placement agent warrants issued in our January 2020 financing,
(v) 87,810 ordinary shares represented by 293 ADSs issuable upon exercise of placement agent
warrants issued in our June 2020 financing, (vi) 38,370 ordinary shares represented by 128
ADSs issuable upon exercise of placement agent warrants issued in our July 2020 financing,
(vii) 286,500 ordinary shares represented by 955 ADSs issuable upon exercise of placement
agent warrants issued in our January 2023 financing, (viii) 105,000 ordinary shares represented
by 350 ADSs issuable upon exercise of placement agent warrants issued in our August 2021
financing and (ix) 3,334 ordinary shares represented by 11 ADSs issuable upon exercise of
placement agent warrants issued in our March 2018 financing. |
| (32) | Represents
(i) 75,000 ordinary shares represented by 250 ADSs issuable upon exercise of placement agent warrants issued in our February 2020 financing
and (ii) 105,000 ordinary shares represented by 350 ADSs issuable upon exercise of placement agent warrant issued our December 2021 financing. |
| (33) | Represents
(i) 129,510 ordinary shares represented by 432 ADSs issuable upon exercise of placement agent
warrants issued in our July 2020 financing, (ii) 354,360 ordinary shares represented by 1,181
ADSs issuable upon exercise of placement agent warrants issued in our August 2021 financing,
(iii) 966,600 ordinary shares represented by 3,222 ADSs issuable upon exercise of placement
agent warrants issued in our January 2023 financing, (iv) 52,620 ordinary shares represented
by 175 ADSs issuable upon exercise of placement agent warrants issued in connection with
our January 2020 financing, (v) 354,360 ordinary shares represented by 1,181 ADSs
issuable upon exercise of placement agent warrants issued in our December 2021 financing. |
| (34) | Represents
(i) 129,510 ordinary shares represented by 432 ADSs issuable upon exercise of placement agent
warrants issued in our July 2020 financing, (ii) 966,600 ordinary shares represented by 3,222
ADSs issuable upon exercise of placement agent warrants issued in our January 2023 financing,
(iii) 354,360 ordinary shares represented by 1,181 ADSs issuable upon exercise of placement
agent warrants issued in our August 2021 financing, and (iv) 52,620 ordinary shares represented
by 175 ADSs issuable upon exercise of placement agent warrants issued in connection with
our January 2020 financing. |
| (35) | Represents
354,360 ordinary shares represented by 1,181 ADSs issuable upon exercise of placement agent
warrants issued in our December 2021 financing. |
DESCRIPTION OF SHARE CAPITAL
The following description of
our share capital summarizes certain provisions of our Amended and Restated Articles of Association. Such summaries do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our Amended and Restated
Articles of Association, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.
Ordinary Shares
As of August 21, 2023,
our authorized share capital consists of 5,000,000,000 ordinary shares, no par value per share, of which 1,224,837,393 are outstanding.
All of our outstanding ordinary
shares will be validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
Pursuant to Israeli securities laws, a company whose shares are traded on the TASE may not have more than one class of shares (subject
to an exception which is not applicable to us), and all outstanding shares must be validly issued and fully paid. Shares and convertible
securities may not be issued without the consent of the Israeli Securities Authority and the TASE and all outstanding shares must be registered
for trading on the TASE.
On January 9, 2023, we effected
a change in the ratio of our ADSs to ordinary shares from one (1) ADS representing thirty (30) ordinary shares to a new ratio of one (1)
ADS representing three hundred (300) ordinary shares. For ADS holders, the ratio change had the same effect as a one-for-ten reverse ADS
split. Unless indicated otherwise by the context, all ordinary share, option, warrant and per share amounts as well as stock prices appearing
in this prospectus have been adjusted to give retroactive effect to the share split for all periods presented.
Registration Number and Purposes of the Company
Our number with the Israeli
Registrar of Companies is 512022153. Our purpose is set forth in Section 3 of our Amended and Restated Articles of Association and includes
every lawful purpose.
Our ordinary shares that are
fully paid for are issued in registered form and may be freely transferred under our Amended and Restated Articles of Association, unless
the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded. The ownership
or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our Amended and Restated Articles of Association
or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with
Israel.
Pursuant to the Israeli Companies
Law and our Amended and Restated Articles of Association, our board of directors may exercise all powers and take all actions that are
not required under law or under our Amended and Restated Articles of Association to be exercised or taken by our shareholders, including
the power to borrow money for company purposes.
Our Amended and Restated Articles
of Association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies
Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on such change in the
capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence
of sufficient retained earnings and profits and an issuance of shares for less than their nominal value, require a resolution of our board
of directors and court approval.
Dividends
We may declare a dividend to
be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Israeli Companies Law, dividend
distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless such company’s
articles of association provide otherwise. Our Amended and Restated Articles of Association do not require shareholder approval of a dividend
distribution and provide that dividend distributions may be determined by our board of directors.
Pursuant to the Israeli Companies
Law, we may only distribute dividends from our profits accrued over the previous two years, as defined in the Israeli Companies Law, according
to our then last reviewed or audited financial reports, or we may distribute dividends with court approval. In each case, we are only
permitted to pay a dividend if there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing
and foreseeable obligations as they become due.
Election of Directors
Our Amended and Restated Articles
of Association provide that the maximum number of members of the Board of Directors is 13. The Board of Directors is presently comprised
of six members.
In February 2020, a special
general meeting of our shareholders approved an amendment to the our Amended and Restated Articles of Association, according to which
the Board of Directors, excluding the external directors, if any (who shall be elected and serve in office in strict accordance with the
provisions of the Companies Law, if so required by the Companies Law), shall consist of three classes of directors as nearly equal in
number as practicable, which are appointed for fixed terms of office in accordance with the Israeli Companies Law and our Amended and
Restated Articles of Association, as follows: (i) the term of office of the initial Class I directors expired at the first annual general
meeting of our shareholders held in 2020 and when their successors were elected and qualified, (ii) the term of office of the initial
Class II directors expired at the annual general meeting of our shareholders held in 2021, and (iii) the term of office of the initial
Class III directors expired at the annual general meeting of our shareholders held in 2022.
Directors (other than external
directors), may be elected only in annual general meetings of our shareholders. At each annual general meeting of our shareholders, commencing
with the annual general meeting of our shareholders held in 2020, each of the successors elected to replace the directors of a class whose
term shall have expired at such annual general meeting of our shareholders shall be elected to hold office until the third annual general
meeting of our shareholders next succeeding his or her election and until his or her respective successor shall have been elected and
qualified. Notwithstanding anything to the contrary, each director shall serve until his or her successor is elected and qualified or
until such earlier time as such director’s office is vacated.
If the number of directors
(excluding external directors) that constitutes the Board of Directors is hereafter changed, the then- serving directors shall be re-designated
to other classes and/or any newly created directorships or decrease in directorships shall be apportioned by the Board of Directors among
the classes so as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent director.
Directors so elected may not
be dismissed from office by the shareholders or by a general meeting of our shareholders prior to the expiration of their term of office.
The directors do not receive any benefits upon the expiration of their term of office.
The three classes of directors
are Class I Directors, Class II Directors and Class III Directors. Ilan Cohn serves as our Class II Director until the close of the annual
meeting to be held in 2024; Dr. Pnina Fishman and Mr. Guy Regev serve as our Class III Directors until the close of the annual meeting
to be held in 2025; and Abraham Sartani serves as our Class I Director until the close of the annual meeting to be held in 2026.
Any amendment, replacement
or suspension of our Amended and Restated Articles of Association regarding the election of directors, as described above, require a majority
of 65% of the voting power represented at the general meeting of our shareholders in person or by proxy and voting thereon, disregarding
abstentions from the count of the voting power present and voting, provided that such majority constitutes more than 20% of our then issued
and outstanding share capital.
A nominee for service as a
director in a public company may not be elected without submitting a declaration to the company, prior to election, specifying that he
or she has the requisite qualifications to serve as a director, independent director or external director (if required), as applicable,
and the ability to devote the appropriate time to performing his or her duties as such.
A director, who ceases to meet
the statutory requirements to serve as a director, external director or independent director, as applicable, must notify the company to
that effect immediately and his or her service as a director will expire upon submission of such notice.
Shareholder Meetings
Under Israeli Companies Law,
we are required to hold an annual general meeting of our shareholders once every calendar year that must be no later than 15 months after
the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as
special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of
Israel, as it may determine. In addition, the Israeli Companies Law and our Amended and Restated Articles of Association provide that
our board of directors is required to convene a special meeting upon the written request of (i) any two of our directors or one quarter
of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (1) 5% of our outstanding shares and 1% of
our outstanding voting power or (2) 5% of our outstanding voting power.
Subject to the provisions of
the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings
are the shareholders of record on a date to be decided by the board of directors, which may be between four and forty days prior to the
date of the meeting. Furthermore, the Israeli Companies Law and our Amended and Restated Articles of Association require that resolutions
regarding the following matters must be passed at a general meeting of our shareholders:
|
● |
amendments to our Amended and Restated Articles of Association; |
|
● |
appointment or termination of our auditors; |
|
● |
appointment of directors and appointment and dismissal of external directors; |
|
● |
approval of acts and transactions requiring general meeting approval pursuant to the Israeli Companies Law; |
|
● |
director compensation, indemnification and change of the principal executive officer; |
|
● |
increases or reductions of our authorized share capital; |
|
● |
the exercise of our Board of Director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management. |
The Israeli Companies Law requires
that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting and if the agenda of the
meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties,
or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
The Israeli Companies Law does
not allow shareholders of publicly traded companies to approve corporate matters by written consent. Consequently, our Amended and Restated
Articles of Association does not allow shareholders to approve corporate matters by written consent.
Pursuant to our Amended and
Restated Articles of Association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to
a vote before the shareholders at a general meeting.
Quorum
The quorum required for our
general meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot who hold or represent
between them at least 25% of the total outstanding voting rights.
A meeting adjourned for lack
of a quorum is adjourned to the same day in the following week at the same time and place or on a later date if so specified in the summons
or notice of the meeting. At the reconvened meeting, any number of our shareholders present in person or by proxy shall constitute a lawful
quorum.
Resolutions
Our Amended and Restated Articles
of Association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by applicable
law.
Israeli law provides that a
shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot in which the shareholder indicates
how he or she votes on resolutions relating to the following matters:
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an appointment or removal of directors; |
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an approval of transactions with office holders or interested or related parties; |
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an approval of a merger or any other matter in respect of which there is a provision in the articles of association providing that decisions of the general meeting may also be passed by written ballot; |
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authorizing the chairman of the board of directors or his relative to act as our chief executive officer or act with such authority; or authorize our chief executive officer or his relative to act as the chairman of the board of directors or act with such authority; and |
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other matters which may be prescribed by Israel’s Minister of Justice. |
The provision allowing the
vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient to determine the vote. Our Amended
and Restated Articles of Association provide that our board of directors may prevent voting by means of a written ballot and this determination
is required to be stated in the notice convening the general meeting.
The Israeli Companies Law provides
that a shareholder, in exercising his or her rights and performing his or her obligations toward the company and its other shareholders,
must act in good faith and in a customary manner, and avoid abusing his or her power. This is required when voting at general meetings
on matters such as changes to the articles of association, increasing our registered capital, mergers and approval of related party transactions.
A shareholder also has a general duty to refrain from depriving any other shareholder of its rights as a shareholder. In addition, any
controlling shareholder, any shareholder who knows that its vote can determine the outcome of a shareholder vote and any shareholder who,
under such company’s articles of association, can appoint or prevent the appointment of an office holder, is required to act with
fairness towards the company. The Israeli Companies Law does not describe the substance of this duty except to state that the remedies
generally available upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of our knowledge,
there is no binding case law that addresses this subject directly.
Under the Israeli Companies
Law, unless provided otherwise in a company’s articles of association, a resolution at a shareholders meeting requires approval
by a simple majority of the voting rights represented at the meeting, in person, by proxy or written ballot, and voting on the resolution.
A resolution for the voluntary winding up of the company requires the approval of holders of 75% of the voting rights represented at the
meeting, in person, by proxy or by written ballot and voting on the resolution.
In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to
their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution
rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Access to Corporate Records
Under the Israeli Companies
Law, all shareholders of a company generally have the right to review minutes of our general meetings, its shareholders register and principal
shareholders register, articles of association, financial statements and any document it is required by law to file publicly with the
Israeli Companies Registrar and the Israel Securities Authority. Any of our shareholders may request access to review any document in
our possession that relates to any action or transaction with a related party, interested party or office holder that requires shareholder
approval under the Israeli Companies Law. We may deny a request to review a document if we determine that the request was not made in
good faith, that the document contains a commercial secret or a patent or that the document’s disclosure may otherwise prejudice
our interests.
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire
shares of a public Israeli company and who would as a result hold over 90% of the target company’s issued and outstanding share
capital is required by the Israeli Companies Law to make a tender offer to all of our shareholders for the purchase of all of the issued
and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who would as a result hold over
90% of the issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders
who hold shares of the same class for the purchase of all of the issued and outstanding shares of the same class. If the shareholders
who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class, all
of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law (provided that a majority
of the offerees that do not have a personal interest in such tender offer shall have approved the tender offer except that if the total
votes to reject the tender offer represent less than 2% of the company’s issued and outstanding share capital, in the aggregate,
approval by a majority of the offerees that do not have a personal interest in such tender offer is not required to complete the tender
offer). However, a shareholder that had its shares so transferred may petition the court within six months from the date of acceptance
of the full tender offer, whether or not such shareholder agreed to the tender or not, to determine whether the tender offer was for less
than fair value and whether the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer
that a shareholder that accepts the offer may not seek appraisal rights. If the shareholders who did not accept the tender offer hold
5% or more of the issued and outstanding share capital of the company or of the applicable class, the acquirer may not acquire shares
of the company that will increase its holdings to more than 90% of our issued and outstanding share capital or of the applicable class
from shareholders who accepted the tender offer.
Special Tender Offer
The Israeli Companies Law provides
that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a result of the acquisition
the purchaser would become a holder of 25% or more of the voting rights in the company, unless one of the exemptions in the Israeli Companies
Law is met. This rule does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly,
the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result
of the acquisition the purchaser would become a holder of 45% or more of the voting rights in the company, if there is no other shareholder
of the company who holds 45% or more of the voting rights in the company, unless one of the exemptions in the Israeli Companies Law is
met.
A special tender offer must
be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting
power attached to our outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated
only if (i) at least 5% of the voting power attached to our outstanding shares will be acquired by the offeror and (ii) the number of
shares tendered in the offer exceeds the number of shares whose holders objected to the offer.
If a special tender offer is
accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person
or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with
the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect
such an offer or merger in the initial special tender offer.
Merger
The Israeli Companies Law permits
merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Israeli
Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders’ meeting called with
at least 35 days’ prior notice.
For purposes of the shareholder
vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares represented at the shareholders
meeting that are held by parties other than the other party to the merger, or by any person who holds 25% or more of the outstanding shares
or the right to appoint 25% or more of the directors of the other party, vote against the merger. If the transaction would have been approved
but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still
approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is
fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders.
Upon the request of a creditor
of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern
that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger,
and may further give instructions to secure the rights of creditors.
In addition, a merger may not
be completed unless at least 50 days have passed from the date that a proposal for approval of the merger was filed by each party with
the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved by the shareholders of each party.
Antitakeover Measures
The Israeli Companies Law allows
us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred
rights, distributions or other matters and shares having preemptive rights. As of the date of this prospectus, we do not have any authorized
or issued shares other than our ordinary shares. In the future, if we do create and issue a class of shares other than ordinary shares,
such class of shares, depending on the specific rights that may be attached to them, may delay or prevent a takeover or otherwise prevent
our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization of a new class of
shares will require an amendment to our Amended and Restated Articles of Association which requires the prior approval of the holders
of a majority of our shares at a general meeting. In addition, the rules and regulations of the TASE also limit the terms permitted with
respect to a new class of shares and prohibit any such new class of shares from having voting rights. Shareholders voting in such meeting
will be subject to the restrictions provided in the Israeli Companies Law as described above.
Borrowing Powers
Under the Israeli Companies
Law and our Amended and Restated Articles of Association, our board of directors may exercise all powers and take all actions that are
not required under law or under our amended and restated articles of association to be exercised or taken by our shareholders or other
corporate bodies, including the power to borrow money for company purposes.
Changes in Capital
Our Amended and Restated Articles
of Association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies
Law and must be approved by a resolution duly passed by our shareholders at a general meeting by voting on such change in the capital.
In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of
sufficient retained earnings or profits and, in certain circumstances, an issuance of shares for less than their nominal value, require
the approval of both our board of directors and an Israeli court.
Description of American Depositary Shares
The Bank of New York Mellon,
as Depositary, will register and deliver ADSs. Each ADS will represent three hundred (300) ordinary shares
(or a right to receive three hundred (300) ordinary shares) deposited with the principal Tel Aviv office of Bank Hapoalim, as custodian
for the Depositary. Each ADS will also represent any other securities, cash or other property which may be held by the Depositary. The
Depositary’s corporate trust office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York
10286. The Bank of New York Mellon’s principal executive office is located at One Wall Street, New York, New York 10286.
You may hold ADSs either (i)
directly (a) by having an American Depositary Receipt, or an ADR, which is a certificate evidencing a specific number of ADSs, registered
in your name, or (b) by having ADSs registered in your name in the Direct Registration System, or DRS, or (ii) indirectly by holding a
security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder,
or an ADS holder. The description in this section assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the
procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult
with your broker or financial institution to find out what those procedures are.
The DRS is a system administered
by The Depository Trust Company, or DTC, pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership
is confirmed by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs.
As an ADS holder, we will not
treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The Depositary
will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. The Deposit Agreement,
or the Deposit Agreement, among us, the Depositary and you, as an ADS holder, and all other persons indirectly holding ADSs sets out ADS
holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs.
The following is a summary
of the material provisions of the Deposit Agreement. For more complete information, you should read the entire Deposit Agreement and the
form of ADS. Directions on how to obtain copies of those documents are provided under “Where You Can Find More Information”.
Dividends and Other Distributions
How will you receive dividends
and other distributions on the shares?
The Depositary has agreed to
pay to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after
deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.
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Cash. The Depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. |
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Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. |
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Shares. The Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The Depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The Depositary may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with that distribution. |
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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the Depositary may make these rights available to ADS holders. If the Depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the Depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The Depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them. |
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If the Depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on your behalf. The Depositary will then deposit the shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay. |
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U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the Depositary may deliver restricted Depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place. |
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Other Distributions. The Depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practicable. If it cannot make the distribution in that way, the Depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the Depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The Depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. |
The Depositary is not responsible
if it decides that it is unlawful or impracticable to make a distribution available to any ADS holders.
We have no obligation to
register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit
the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we
make on our shares or any value for them if it is illegal or impracticable for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The Depositary will deliver
ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses
and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will register the appropriate number
of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw
the deposited securities?
You may surrender your ADSs
at the Depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes
or stock transfer taxes or fees, the Depositary will deliver the shares and any other deposited securities underlying the ADSs to the
ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the Depositary
will deliver the deposited securities at its corporate trust office, if feasible.
How do ADS holders interchange
between certificated ADSs and uncertificated ADSs?
You may surrender your ADR
to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send to
the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt
by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs
for certificated ADSs, the Depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the
Depositary to vote the number of deposited shares their ADSs represent. The Depositary will notify ADS holders of shareholders’
meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to be voted on
and explain how ADS holders may instruct the Depositary how to vote. For instructions to be valid, they must reach the Depositary by a
date set by the Depositary. Otherwise, you will not be able to exercise your right to vote unless you withdraw the shares. To do so,
however, you would need to know about the meeting sufficiently in advance to withdraw the shares.
The Depositary will try, as
far as practical, subject to the laws of Israel and of our Amended and Restated Articles of Association or similar documents, to vote
or to have its agents vote the shares or other deposited securities as instructed by ADS holders. The Depositary will only vote or attempt
to vote as instructed.
We cannot assure you that you
will receive the voting materials in time to ensure that you can instruct the Depositary to vote your shares. In addition, the Depositary
and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.
This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted
as you requested.
In order to give you a reasonable
opportunity to instruct the Depositary as to the exercise of voting rights relating to deposited securities, if we request the Depositary
to act, we agreed under the Deposit Agreement to give the Depositary notice of any such meeting and details concerning the matters to
be voted upon not less than 45 days in advance of the meeting date.
Fees and Expenses
Persons depositing or withdrawing shares
or ADS holders must
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$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
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Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property |
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Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates |
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$.05 (or less) per ADS |
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Any cash distribution to ADS holders |
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A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs |
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Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS holders |
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$.05 (or less) per ADSs per calendar year |
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Depositary services |
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Registration or transfer fees |
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Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares |
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Expenses of the Depositary |
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Cable, telex and facsimile transmissions (when expressly provided in the Deposit Agreement) |
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Converting foreign currency to U.S. dollars |
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Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |
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As necessary |
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Any charges incurred by the Depositary or its agents for servicing the deposited securities |
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As necessary |
The Depositary collects its
fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or
from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the
amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary
services by deduction from cash distributions, by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the Depositary
may make payments to us to reimburse us for expenses and/or share revenue with us from the fees collected from ADS holders, or waive fees
and expenses for services provided, generally relating to costs and expenses arising out of the establishment and maintenance of the ADS
program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that
are affiliates of the Depositary and that may earn or share fees or commissions.
Payment of Taxes
You will be responsible for
any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The Depositary
may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such
taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes
owed and you will remain liable for any deficiency. If the Depositary sells deposited securities, it will, if appropriate, reduce the
number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid
the taxes.
Reclassifications, Recapitalizations and
Mergers
If we: |
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Change the nominal or par value of our ordinary shares |
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The cash, shares or other securities received by the Depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities. |
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Reclassify, split up or consolidate any of the deposited securities |
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Distribute securities on the shares that are not distributed to you |
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The Depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. |
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Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action |
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Amendment and Termination
How may the Deposit Agreement be amended?
We may agree with the Depositary
to amend the Deposit Agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except
for taxes and other governmental charges or expenses of the Depositary for registration fees, facsimile costs, delivery charges or similar
items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the Depositary
notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs,
to agree to the amendment and to be bound by the ADRs and the Deposit Agreement, as amended.
How may the Deposit Agreement be terminated?
The Depositary will terminate
the Deposit Agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to
the date fixed in such notice for such termination. The Depositary may also terminate the Deposit Agreement by mailing notice of termination
to us and the ADS holders if 60 days have passed since the Depositary told us it wants to resign but a successor depositary has not been
appointed and accepted its appointment.
After termination, the Depositary
and its agents will do the following under the Deposit Agreement, but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver shares and other deposited securities upon cancellation of ADSs. Four months after termination,
the Depositary may sell any remaining deposited securities by public or private sale. After that, the Depositary will hold the money it
received on the sale, as well as any other cash it is holding under the Deposit Agreement for the pro rata benefit of the ADS holders
that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The Depositary’s only obligations
will be to account for the money and other cash. After termination, our only obligations will be to indemnify the Depositary and to pay
fees and expenses of the Depositary that we agreed to pay.
Limitations on Obligations and Liability
Limits on our Obligations and the
Obligations of the Depositary; Limits on Liability to ADS Holders
The Deposit Agreement expressly
limits our obligations and the obligations of the Depositary. It also limits our liability and the liability of the Depositary. We and
the Depositary:
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are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith; |
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are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the Deposit Agreement; |
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are not liable if we or it exercises discretion permitted under the Deposit Agreement; |
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the Deposit Agreement, or for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement; |
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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement on your behalf or on behalf of any other person; and |
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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person. |
In the Deposit Agreement, we
and the Depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the Depositary will
deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the Depositary may require:
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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; |
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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
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compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents. |
The Depositary may refuse to
deliver ADSs or register transfers of ADSs generally when the transfer books of the Depositary or our transfer books are closed or at
any time if the Depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying
your ADSs
ADS holders have the right
to cancel their ADSs and withdraw the underlying shares at any time except:
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when temporary delays arise because: (i) the Depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares; |
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when you owe money to pay fees, taxes and similar charges; or |
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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. |
This right of withdrawal may
not be limited by any other provision of the Deposit Agreement.
Pre-release of ADSs
Subject to the provisions of
the Deposit Agreement, the Depositary may issue ADSs before deposit of the underlying shares. This is called a pre-release of ADSs. The
Depositary may also deliver shares prior to the receipt and cancellation of pre-released ADSs even if the ADSs are cancelled before the
pre-release transaction has been closed out. A pre-release is closed out as soon as the underlying shares are delivered to the Depositary.
The Depositary may receive ADSs instead of shares to close out a pre-release. The Depositary may pre-release ADSs only under the following
conditions:
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before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the Depositary in writing that it or its customer, as the case may be, (i) owns the shares or ADSs to be remitted, (ii) will assign all beneficial rights, title and interest in the ADSs or shares to the Depositary and for the benefit of the ADS holders, and (iii) will not take any action with respect to the ADSs or shares that is inconsistent with the assignment of beneficial ownership (including, without the consent of the Depositary, disposing of the ADSs or shares) other than in satisfaction of the pre-release; |
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the pre-release must be fully collateralized with cash or collateral that the Depositary considers appropriate; and |
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the Depositary must be able to close out the pre-release on not more than five business days’ notice. |
The pre-release will be subject
to whatever indemnities and credit regulations that the Depositary considers appropriate. In addition, the Depositary will limit the number
of ADSs that may be outstanding at any time as a result of pre-release, although the Depositary may disregard the limit from time to time,
if it thinks it is appropriate to do so. At our instruction, a pre-release may be discontinued entirely.
Direct Registration System
In the Deposit Agreement, all
parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs
upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the Depositary may register the ownership of
uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated
ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to
direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that
DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance
with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement understand that the Depositary will
not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer
and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements
under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance
with instructions received by the Depositary through the DRS/Profile and in accordance with the Deposit Agreement will not constitute
negligence or bad faith on the part of the Depositary.
Shareholder Communications; Inspection of Register
ADS Holders
The Depositary will make available
for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally
available to holders of deposited securities. The Depositary will send you copies of those communications if we ask it to. You have a
right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our
business or the ADSs.
Disclosure of Beneficial Ownership
We may from time to time request
that ADS holders provide information as to the capacity in which they hold ADSs or a beneficial interest in such ADSs and regarding the
identity of any other persons then or previously having a beneficial interest in ADSs, and the nature of such interest and various other
matters. ADS holders agree to provide such information reasonably requested by us pursuant to the Deposit Agreement. The Depositary agrees
to comply with reasonable written instructions received from time to time from us requesting that the Depositary forward any such written
requests to the Owners and to forward to us any such responses to such requests received by the Depositary.
Each ADS holder agrees to comply
with any applicable provision of Israeli law with regard to the notification to us of the holding or proposed holding of certain interests
in the underlying ordinary shares and the obtaining of certain consents, to the same extent as if such ADS holder were a registered holder
or beneficial owner of the underlying ordinary shares. The Depositary is not required to take any action with respect to such compliance
on behalf of any ADS holder, including the provision of the notifications described below.
As of the date of the Deposit
Agreement, under Israeli law, persons who hold a direct or indirect interest in 5% or more of the voting securities of us (including persons
who hold such an interest through the holding of ADSs) are required to give written notice of their interest and any subsequent changes
in their interest to us within the timeframes set forth in Israeli law. The foregoing is a summary of the relevant provision of Israeli
law and does not purport to be a complete review of this or other provisions that may be applicable to ADS holders. We undertake no obligation
to update this summary in the future.
Description of the Warrants
Pre-Funded Warrants
The
following is a summary of the material terms and provisions of the Pre-funded Warrants issued in the PIPE Offering. This summary is subject
to and qualified in its entirety by the form of Pre-funded Warrants, which has been provided to the investor in the PIPE Offering and
which is filed with the SEC as an exhibit to our Report on Form 6-K on January 13, 2023. Prospective investors should carefully review
the terms and provisions of the form of warrant for a complete description of the terms and conditions of the Pre-funded Warrants.
Duration
and Exercise Price. The Pre-funded Warrants in the PIPE Offering will have an exercise price of $0.001 per ADS. The Pre-funded Warrants
will be immediately exercisable and may be exercised at any time after their original issuance until such Pre-funded Warrants are exercised
in full. The exercise prices and numbers of ordinary shares issuable upon exercise are subject to appropriate adjustment in the event
of share dividends, share splits, reorganizations or similar events affecting our ordinary shares. Pre-funded Warrants will be issued
in certificated form only.
Exercisability.
The Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless
exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to
the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares
immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount
of ownership of outstanding ordinary shares after exercising the holder’s Pre-funded Warrants up to 9.99% of the number of ordinary
shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of the Pre-funded Warrants. The investor in the PIPE Offering may also elect prior to the issuance of Pre-funded Warrants to have
the initial exercise limitation set at 9.99% of our outstanding ordinary shares.
Cashless
Exercise. The holder may elect to receive upon such exercise (either in whole or in part) the net number of ordinary shares determined
according to a formula set forth in the warrant.
Fundamental
Transactions. In the event of any fundamental transaction, as described in the Pre-funded Warrants and generally including any merger
with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our
ordinary shares, then upon any subsequent exercise of a Pre-funded Warrant, the holder will have the right to receive as alternative consideration,
for each ordinary share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction,
the number of common shares of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional
consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which the Pre-funded
Warrant is exercisable immediately prior to such event.
Transferability.
In accordance with its terms and subject to applicable laws, a Pre-funded Warrant may be transferred at the option of the holder upon
surrender of the Pre-funded Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay
any transfer taxes (if applicable).
Fractional
Shares. No fractional ordinary shares will be issued upon the exercise of the Pre-funded Warrants. Rather, the number of ordinary
shares to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market. There is no established trading market for any of the Pre-funded Warrants, and we do not expect a market to develop. We do
not intend to apply for a listing for any of the warrants on any securities exchange or other nationally recognized trading system. Without
an active trading market, the liquidity of the Pre-funded Warrants will be limited.
Rights
as a Shareholder. Except as otherwise provided in the Pre-funded Warrants or by virtue of the holders’ ownership of ordinary
shares, the holders of Pre-funded Warrants do not have the rights or privileges of holders of our ordinary shares, including any voting
rights, until such Pre-funded Warrant holders exercise their warrants.
Series A and Series B Warrants
The
following is a summary of the material terms and provisions of the Series A and Series B
Warrants issued in the January 2023 Offerings. This summary is subject to and qualified in
its entirety by the form of Series A and Series B Warrants, which has been provided to the
investor in the January 2023 Offerings and which is filed with the SEC as an exhibit to our
Report on Form 6-K on January 13, 2023. Prospective investors should carefully review the
terms and provisions of the form of warrant for a complete description of the terms and conditions
of the Series A and Series B Warrants.
Duration
and Exercise Price. The Series A Warrants in the January 2023 Offerings will have an exercise price of $6.00 per ADS and the Series
B Warrants will have an exercise price of $5.50 per ADS. The Series A and Series B Warrants will be immediately exercisable upon issuance.
The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 20 months
from the date of issuance. The exercise prices and numbers of ordinary shares issuable upon exercise are subject to appropriate adjustment
in the event of share dividends, share splits, subsequent rights offerings or similar events affecting our ordinary shares. Series A
and Series B Warrants will be issued in certificated form only.
Exercisability.
The Series A Warrant is exercisable at any time after January 13, 2021 until 5:00 p.m. (New York City time) on July 13, 2028. The Series
B Warrant is exercisable at any time after January 13, 2021 until 5:00 p.m. (New York City time) on September 13, 2024. A holder (together
with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99%
(or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately after exercise, except that upon at least
61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding ordinary shares after
exercising the holder’s Series A or Series B Warrants up to 9.99% of the number of ordinary shares outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A and Series B Warrants.
The investor in the January 2023 Offerings may also elect prior to the issuance of Series A or Series B Warrants to have the initial
exercise limitation set at 9.99% of our outstanding ordinary shares.
Cashless
Exercise. If after January 13, 2023, there is no effective registration statement registering, or no current prospectus available
for, the resale of the Warrant ADSs, the holder may elect to receive upon such exercise (either in whole or in part) the net number of
ordinary shares determined according to a formula set forth in the warrant.
Fundamental
Transactions. In the event of any fundamental transaction, as described in the Series A or Series B Warrants and generally including
any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification
of our ordinary shares, then upon any subsequent exercise of a Series A or Series B Warrant, the holder will have the right to receive
as alternative consideration, for each ordinary share that would have been issuable upon such exercise immediately prior to the occurrence
of such fundamental transaction, the number of common shares of the successor or acquiring corporation or of our company, if it is the
surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of
ordinary shares for which the Series A or Series B Warrant is exercisable immediately prior to such event.
Additionally,
in the event of any fundamental transaction, upon the holder’s option, our company or any successor entity will purchase the
Series A or Series B Warrant from the holder by paying an amount of cash equal to the Black Scholes Value (as defined in the Series A
or Series B Warrant) of the remaining unexercised portion of the Series A or Series B Warrant on the date of the consummation of such
fundamental transaction.
Transferability.
In accordance with its terms and subject to applicable laws, a Series A or Series B Warrant may be transferred at the option of the holder
upon surrender of the Series A or Series B Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient
to pay any transfer taxes (if applicable).
Fractional
Shares. No fractional ordinary shares will be issued upon the exercise of the Series A or Series B Warrants. Rather, the number of
ordinary shares to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market. There is no established trading market for any of the Series A and Series B Warrants, and we do not expect a market to develop.
We do not intend to apply for a listing for any of the warrants on any securities exchange or other nationally recognized trading system.
Without an active trading market, the liquidity of the Series A and Series B Warrants will be limited.
Rights
as Stockholder. Except as otherwise provided in the Series A and Series B Warrants or by virtue of the holders’ ownership
of ordinary shares, the holders of Series A and Series B Warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until such Series A and Series B Warrant holders exercise their warrants.
Placement Agent Warrants
The
following is a summary of the material terms and provisions of the Placement Agent Warrants issued in the January 2023 Offerings. This
summary is subject to and qualified in its entirety by the form of Placement Agent Warrants, which has been provided to the investor
in the January 2023 Offerings. Prospective investors should carefully review the terms and provisions of the form of warrant for a complete
description of the terms and conditions of the Placement Agent Warrants.
Duration
and Exercise Price. The Placement Agent Warrants in the January 2023 Offerings will have
an exercise price of $6.875 per ADS. The Series A and Series B Warrants will be immediately
exercisable upon issuance. The Placement Agent Warrants have a term of five years from the
date of issuance. The exercise prices and numbers of ordinary shares issuable upon exercise
are subject to appropriate adjustment in the event of share dividends, share splits, subsequent
rights offerings or similar events affecting our ordinary shares. Placement Agent Warrants
will be issued in certificated form only.
Exercisability.
The Placement Agent Warrant is exercisable at any time after January 13, 2021 until 5:00 p.m. (New York City time) on January 11, 2028.
A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would
own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately after exercise, except
that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding
ordinary shares after exercising the holder’s Placement Agent Warrants up to 9.99% of the number of ordinary shares outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Placement
Agent Warrants. The investor in the January 2023 Offerings may also elect prior to the issuance of Placement Agent Warrants to have the
initial exercise limitation set at 9.99% of our outstanding ordinary shares.
Cashless
Exercise. If after January 13, 2023, there is no effective registration statement registering, or no current prospectus available
for, the resale of the Warrant ADSs, the holder may elect to receive upon such exercise (either in whole or in part) the net number of
ordinary shares determined according to a formula set forth in the warrant.
Fundamental
Transactions. In the event of any fundamental transaction, as described in the Placement Agent Warrant and generally including any
merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification
of our ordinary shares, then upon any subsequent exercise of a Placement Agent Warrant, the holder will have the right to receive as alternative
consideration, for each ordinary share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental
transaction, the number of common shares of the successor or acquiring corporation or of our company, if it is the surviving corporation,
and any additional consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which
the Placement Agent Warrant is exercisable immediately prior to such event.
Additionally,
in the event of any fundamental transaction, upon the holder’s option, our company or any successor entity will purchase the
Placement Agent Warrant from the holder by paying an amount of cash equal to the Black Scholes Value (as defined in the Placement Agent
Warrant) of the remaining unexercised portion of the Placement Agent Warrant on the date of the consummation of such fundamental transaction.
Transferability.
In accordance with its terms and subject to applicable laws, a Placement Agent Warrant may be transferred at the option of the holder
upon surrender of the Placement Agent Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient
to pay any transfer taxes (if applicable).
Fractional
Shares. No fractional ordinary shares will be issued upon the exercise of the Placement Agent Warrants. Rather, the number of ordinary
shares to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market. There is no established trading market for any of the Placement Agent Warrants, and we do not expect a market to develop.
We do not intend to apply for a listing for any of the warrants on any securities exchange or other nationally recognized trading system.
Without an active trading market, the liquidity of the Placement Agent Warrants will be limited.
Rights
as Stockholder. Except as otherwise provided in the Placement Agent Warrants or by virtue of the holders’ ownership of
ordinary shares, the holders of Placement Agent Warrants do not have the rights or privileges of holders of our ordinary shares, including
any voting rights, until such Placement Agent Warrant holders exercise their warrants.
August 2021 Warrants
The following is a brief summary
of the warrants and placement agent warrants issued in connection with our August 2021 financing and is subject in all respects to the
provisions contained in the warrants and placement agent warrants, the form filed as an exhibit to our Current Report on Form 6-K dated
August 16, 2021. Unless otherwise stated, references to warrants in this section include the placement agent warrants.
Exercisability. The
warrant is exercisable at any time after August 16, 2021 until close of business on the third-year anniversary of the date on which an
initial resale registration statement registering the ordinary shares (or the ADSs) issuable upon the exercise of the warrants becomes
effective. The placement agent warrant is exercisable at any time after August 16, 2021 until close of business on the earlier of (i)
the third-year anniversary of the date on which an initial resale registration statement registering the ordinary shares (or the ADSs)
issuable upon the exercise of the warrants becomes effective and (ii) August 11, 2026. The warrants are exercisable, at the option of
each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of
shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise in limited circumstances
discussed below).
Cashless Exercise. If
after August 16, 2021, a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of
the warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of ordinary shares purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $20.0 per ADS. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary
shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to our
stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares is converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder. Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to
purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
July 2020 Warrants
The following is a brief summary
of the warrants and placement agent warrants issued in connection with our June 2020 financing and is subject in all respects to the provisions
contained in the warrants and placement agent warrants, the form filed as an exhibit to our Current Report on Form 6-K dated July 8, 2020.
Unless otherwise stated, references to warrants in this section include the placement agent warrants.
Exercisability. Holders
may exercise warrants at any time after July 8, 2020 until close of business on January 8, 2025. The warrants are exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the
number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise in limited
circumstances discussed below).
Cashless Exercise. If
after July 8, 2020, a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of the
warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $25.0 per ADS. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary
shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder. Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to
purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
June 2020 Warrants
The following is a brief summary
of the warrants and placement agent warrants issued in connection with our June 2020 financing and is subject in all respects to the provisions
contained in the warrants and placement agent warrants, the form filed as an exhibit to our Current Report on Form 6-K dated June 12,
2020. Unless otherwise stated, references to warrants in this section include the placement agent warrants.
Exercisability. Holders
may exercise warrants at any time after June 12, 2020 until close of business on December 12, 2024. The warrants are exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the
number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise in limited
circumstances discussed below).
Cashless Exercise. If
after June 12, 2020, a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of the
warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of our ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $25.0 per ADS. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary
shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder. Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to
purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
January 2020 Warrants
The following is a brief summary
of the warrants and placement agent warrants issued in connection with our January 2020 financing and is subject in all respects to the
provisions contained in the warrants and placement agent warrants, the form filed as an exhibit to our Current Report on Form 6-K dated
January 10, 2020. Unless otherwise stated, references to warrants in this section include the placement agent warrants.
Exercisability. Holders
may exercise warrants at any time after January 13, 2020 until close of business on July 14, 2025. The warrants are exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the
number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise in limited
circumstances discussed below).
Cashless Exercise. If
after January 13, 2020 a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of
the warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of our ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $34.50 per ADS. The exercise price and the number of ADS issuable
upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary
shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder. Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to
purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
May 2019 Warrants
The following is a brief summary
of the warrants and placement agent warrants issued in connection with our May 2019 financing and is subject in all respects to the provisions
contained in the warrants, the form filed as an exhibit to our Current Report on Form 6-K dated May 22, 2019 and the placement agent warrants,
the form filed as an exhibit to the Registration Statement on Form F- 1 filed with the SEC on May 28, 2019. Unless otherwise stated, references
to warrants in this section include the placement agent warrants.
Exercisability. Holders
may exercise warrants at any time after May 22, 2019 until close of business on November 22, 2024, except that the placement agent warrants
are exercisable until close of business on May 20, 2024. The warrants are exercisable, at the option of each holder, in whole or in part,
by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of ordinary shares represented
by ADSs purchased upon such exercise (except in the case of a cashless exercise in limited circumstances discussed below).
Cashless Exercise. If
after November 22, 2019 a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of
the warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of our ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $40.0 per ADS. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary
shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder. Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to
purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
April 2019 Warrants
The following is a brief summary
of the placement agent warrants issued in connection with our April 2019 financing and is subject in all respects to the provisions contained
in the placement agent warrants, the form filed as an exhibit to our Registration Statement on Form F-1 filed with the SEC on May 3, 2019).
Exercisability. Holders
may exercise the placement agent warrants at any time after April 4, 2019 until close of business on April 2, 2024. The warrants are exercisable,
at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full
for the number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise
in limited circumstances discussed below).
Cashless Exercise. If
after October 4, 2019 a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of
the warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of our ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $129.0 per ADS. The exercise price and the number of ADS issuable
upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the warrants may not sell,
transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in any hedging,
short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying
securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary shares represented
by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder.
Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights
to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
January 2019 Warrants
The following is a brief summary
of the placement agent warrants issued in connection with our January 2019 financing and is subject in all respects to the provisions
contained in the placement agent warrants, the form filed as an exhibit to the Registration Statement on Form F-1 (File No. 333-229719).
Exercisability. Holders
may exercise warrants at any time after January 23, 2019 until close of business on January 18, 2024. The warrants are exercisable, at
the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for
the number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise in
limited circumstances discussed below).
Cashless Exercise. If
after July 23, 2019 a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise of the
warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of
the number of shares of our ADSs purchasable upon such exercise.
Exercise Price. The
exercise price of ADSs purchasable upon exercise of the warrants is $195.0 per ADS. The exercise price and the number of ADS issuable
upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability. Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the
appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the warrants may not sell,
transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in any hedging,
short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying
securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary shares represented
by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled
upon such consolidation, merger or other transaction.
Exchange Listing. We
do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally recognized
trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the TASE.
Rights as Stockholder.
Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights
to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
March 2018 Warrants
The following is a brief
summary of the placement agent warrants issued in connection with our March 2018 financing and is subject in all respects to the provisions
contained in the placement agent warrants, the form filed as an exhibit to the Registration Statement on Form F-1 (File No. 333-226696).
Exercisability.
Holders may exercise warrants at any time after September 13, 2018 until close of business on March 9, 2023. The warrants are exercisable,
at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full
for the number of shares of ordinary shares represented by ADSs purchased upon such exercise (except in the case of a cashless exercise
in limited circumstances discussed below).
Cashless Exercise.
If after September 13, 2018 a registration statement covering the issuance of the ordinary shares represented ADS issuable upon exercise
of the warrants is not effective at the time of exercise of the warrants, the holder may, at its option, exercise its warrants on a cashless
basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect
of the number of shares of our ADSs purchasable upon such exercise.
Exercise Price.
The exercise price of ADSs purchasable upon exercise of the warrants is $30.00 per ADS. The exercise price and the number of ADS issuable
upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits,
stock combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including
cash, stock or other property to our stockholders.
Transferability.
Subject to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants
with the appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage
in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants
or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the
ordinary shares represented by the ADSs issuable upon exercise of the warrants.
Purchase Rights, Fundamental
Transactions and Change of Control. If we sell or grant any rights to purchase stock, warrants or securities or other property to
our stockholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities
subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or
substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities
or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been
entitled upon such consolidation, merger or other transaction.
Exchange Listing.
We do not plan on making an application to list the warrants on the NYSE American, any national securities exchange or other nationally
recognized trading system. Our ADSs underlying the warrants are listed on the NYSE American and our ordinary shares are traded on the
TASE.
Rights as Stockholder.
Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights
to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares,
including any voting rights, until they exercise their warrants.
PLAN OF DISTRIBUTION
We are registering the
ordinary shares represented by ADSs issuable upon exercise of the warrants and placement agent warrants issued in our January 2023, August
2021, July 2020, June 2020, January 2020, May 2019, April 2019, January 2019 and March 2018 private placements to permit the resale of
these ordinary shares represented by ADSs by the holders of these warrants from time to time after the date of this prospectus. We will
not receive any of the proceeds from the sale by the selling shareholders of the ordinary shares represented by ADSs other than proceeds
from the cash exercise of the warrants and placement agent warrants. We will bear all fees and expenses incident to our obligation to
register the ordinary shares represented by ADSs.
The selling shareholders may
sell all or a portion of the ordinary shares represented by ADSs beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the ordinary shares represented by ADSs are sold through underwriters
or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions.
The ordinary shares represented by ADSs may be sold in one or more transactions at fixed prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which
may involve crosses or block transactions,
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
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in the over-the-counter market; |
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
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through the writing of options, whether such options are listed on an options exchange or otherwise; |
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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sales pursuant to Rule 144; |
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broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; |
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a combination of any such methods of sale; and |
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any other method permitted pursuant to applicable law. |
If the selling shareholders
effect such transactions by selling ordinary shares represented by ADSs to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or
commissions from purchasers of the ordinary shares represented by ADSs for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary
in the types of transactions involved). In connection with sales of ordinary shares represented by ADSs or otherwise, the selling shareholders
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the ordinary shares represented by
ADSs in the course of hedging in positions they assume. The selling shareholders may also sell ordinary shares represented by ADSs short
and deliver ordinary shares represented by ADSs covered by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling shareholders may also loan or pledge ordinary shares represented by ADSs to broker-dealers
that in turn may sell such shares.
The selling shareholders may
pledge or grant a security interest in some or all of the warrants, placement agent warrants or ADSs owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares represented by
ADSs from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the
ordinary shares represented by ADSs in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
The selling shareholders and
any broker-dealer participating in the distribution of the ordinary shares represented by ADSs may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the ordinary
shares represented by ADSs is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount
of ordinary shares represented by ADSs being offered and the terms of the offering, including the name or names of any broker-dealers
or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions
or concessions allowed or reallowed or paid to broker- dealers.
Under the securities laws of
some states ordinary shares represented by ADSs may be sold in such states only through registered or licensed brokers or dealers. In
addition, in some states ordinary shares represented by ADSs may not be sold unless such ordinary shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that
any selling shareholder will sell any or all of the ordinary shares represented by ADSs registered pursuant to the registration statement,
of which this prospectus forms a part.
The selling shareholders and
any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any
of the ordinary shares represented by ADSs by the selling shareholders and any other participating person. Regulation M may also restrict
the ability of any person engaged in the distribution of the ordinary shares represented by ADSs to engage in market-making activities
with respect to the ordinary shares represented by ADSs. All of the foregoing may affect the marketability of the ordinary shares represented
by ADSs and the ability of any person or entity to engage in market-making activities with respect to the ordinary shares represented
by ADSs.
We will pay all expenses of
the registration of the ordinary shares represented by ADSs, estimated to be $100,000 in total, including, without limitation, Securities
and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however,
that a selling shareholder will pay all underwriting discounts and selling commissions, if any.
Once sold under the registration
statement, of which this prospectus forms a part, the ordinary shares represented by ADSs will be freely tradable in the hands of persons
other than our affiliates.
LEGAL MATTERS
Greenberg
Traurig, LLP, New York, New York, has passed upon certain legal matters regarding the securities offered hereby under U.S. law,
and Doron, Tikotzky, Kantor, Gutman, Ness, Amit Gross and Co., Bnei Brak, Israel, has passed upon certain legal matters regarding the
securities offered hereby under Israeli law. If the securities are distributed in an underwritten offering, certain legal matters will
be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.
EXPERTS
The consolidated financial
statements of Can-Fite BioPharma Ltd., appearing in its Annual Report (Form 20-F) for the year ended December 31, 2022, have been audited
by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form F-1, including amendments and relevant exhibits and schedules, under the Securities Act covering the
ordinary shares represented by ADSs to be sold in this offering. This prospectus, which constitutes a part of the registration statement,
summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain
all of the information contained in the registration statement, you should read the registration statement and its exhibits and schedules
for further information with respect to us and our ordinary shares and the ADSs. Our SEC filings, including the registration statement,
are also available to you on the SEC’s Web site at http://www.sec.gov.
In addition, since our ordinary
shares are traded on the TASE, in the past we filed Hebrew language periodic and immediate reports with, and furnished information to,
the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of the Israel Securities Law, 1968. On March 31,
2014, we transitioned solely to U.S. reporting standards in accordance with an applicable exemption under the Israel Securities Law. Copies
of our SEC filings and submissions are submitted to the Israeli Securities Authority and TASE. Such copies can be retrieved electronically
through the MAGNA distribution site of the Israeli Securities Authority (www.magna.isa.gov.il) and the TASE website (maya.tase.co.il).
We are subject to the information
reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports
with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign
private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section
16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial
statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.
However, we file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an
annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to
the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year within 60 days after
the end of each such quarter, or such applicable time as required by the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are allowed to incorporate
by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those
documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference in this
prospectus the documents listed below:
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(1) |
Our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 30, 2023; and |
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(2) |
Our Current Report on Form 6-K filed with the SEC on April
24, 2023, May 2,
2023, May 9, 2023, May
30, 2023, June 1,
2023, June 13, 2023, June
23, 2023, June 29,
2023, July 17, 2023, July
31, 2023, August 7,
2023, August 18,
2023 and August 31, 2023 (to the extent expressly incorporated by reference into our effective registration statements filed by
us under the Securities Act); and |
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(3) |
The description of our ordinary shares contained in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 27, 2020, including any amendment or report filed with the SEC for the purpose of updating such description. |
The information relating to
us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the
documents incorporated or deemed to be incorporated by reference in this prospectus.
As you read the above documents,
you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus,
you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety
by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
We will provide to each person,
including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request
to us at the following address:
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Can-Fite BioPharma Ltd. |
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10 Bareket Street, Kiryat Matalon |
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PO Box 7537 |
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Petach Tikva, Israel |
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Tel: + 972 3 924-1114 |
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Email: info@canfite.com |
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Attention: Investor Relations |
You also may access the incorporated
reports and other documents referenced above on our website at www.canfite.com. The information contained on, or that can be accessed
through, our website is not part of this prospectus.
You should rely only on the
information contained or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date,
that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that
date.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the
laws of the State of Israel. Service of process upon us, our Israeli subsidiary, our directors and officers and the Israeli experts, if
any, named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United
States. Furthermore, because the majority of our assets and investments, and substantially all of our directors, officers and such Israeli
experts, if any, are located outside the United States, any judgment obtained in the United States against us or any of them may be difficult
to collect within the United States.
We have been informed by our
legal counsel in Israel that it may also be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli
courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate
forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S.
law is applicable to the claim. There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable,
the content of applicable U.S. law must be proved as a fact, which can be a time- consuming and costly process. Certain matters of procedure
will also be governed by Israeli law.
Subject to specified time limitations
and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment
in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws, as well as a monetary or
compensatory judgment in a non-civil matter, provided that the following conditions are met:
|
● |
subject to limited exceptions, the judgment is final and non-appealable; |
|
● |
the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; |
|
● |
the judgment was rendered by a court competent under the rules of private international law applicable in Israel; |
|
● |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; |
|
● |
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; |
|
● |
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel; |
|
● |
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and |
|
● |
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court. |
We have appointed Puglisi &
Associates as our agent to receive service of process in any action against us in any United States federal or state court arising out
of this offering or any purchase or sale of securities in connection with this offering.
If a foreign judgment is enforced
by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred
out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli
court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment,
but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated
in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli
regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
,
2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors, Officers
and Employees
An Israeli company may indemnify
an office holder in respect of certain liabilities either in advance of an event or following an event provided that a provision authorizing
such indemnification is inserted in its articles of association. Our Articles of Association contain such a provision. An undertaking
provided in advance by an Israeli company to indemnify an office holder with respect to a financial liability imposed on him or her in
favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court must be limited to events which
in the opinion of the board of directors can be foreseen based on the company’s activities when the undertaking to indemnify is
given, and to an amount or a criteria determined by the board of directors as reasonable under the circumstances, and such undertaking
must detail the abovementioned events and amount or criteria.
In addition, a company may
indemnify an office holder against the following liabilities incurred for acts performed as an office holder:
|
● |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; |
|
● |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for a crime that does not require proof of criminal intent; and |
|
● |
a financial liability imposed on the office holder in favor of another person pursuant to a judgment, including a compromise judgment or arbitrator judgment approved by a court. |
An Israeli company may insure
a director or officer against the following liabilities incurred for acts performed as a director or officer:
|
● |
a breach of duty of care to the company or to a third party, including a breach arising out of the negligent conduct of an office holder; |
|
● |
a breach of duty of loyalty to the company, provided the director or officer or office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the interests of the company; and |
|
● |
financial liabilities imposed on the office holder for the benefit of a third party. |
An Israeli company may not
indemnify or insure an office holder against any of the following:
|
● |
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
|
● |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
|
● |
an act or omission committed with intent to derive illegal personal benefit; or |
|
● |
a fine, civil fine, monetary sanction or random levied against the office holder. |
Under the Israeli Companies
Law, indemnification and insurance of office holders must be approved by our audit committee and our board of directors and, in respect
of our directors, by our shareholders. Our directors and officers are currently covered by a directors and officers’ liability insurance
policy with respect to specified claims. To date, no claims for liability have been filed under this policy. In addition, we have entered
into indemnification agreements with each of our directors and officers and the directors and officers of our subsidiary providing them
with indemnification for liabilities or expenses incurred as a result of acts performed by them in their capacity as our, or our subsidiary’s
directors and officers. This indemnification is limited both in terms of amount and coverage. In the opinion of the SEC, however, indemnification
of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities
Set forth below are the
sales of all unregistered securities of ours sold by us within the past three years (i.e., since August 21, 2020, up to the date of this
registration statement) which were not registered under the Securities Act:
In October 2020, we agreed
to issue 1,350,000 of our ordinary shares to a consultant in exchange for services, all of which have been issued.
In March 2021, we agreed to issue 2,100,000 of our ordinary shares
to consultants in exchange for services of which 1,050,000 of our ordinary shares have been issued.
On August 16, 2021, we sold
to an institutional investor an aggregate of (i) 57,000,000 ordinary shares represented by 190,000 ADSs at $20.0 per ADS, and (ii) the
Pre-funded Warrants, at a price of $19.999 per Pre-funded Warrant, in a registered direct offering. In addition, we issued to the investors
unregistered warrants to purchase 150,000,000 ordinary shares represented by 500,000 ADSs in a private placement.
Between September and November
2021, the Pre-funded Warrant to purchase 93,000,000 ordinary shares represented by 310,000 ADSs was exercised in full. In December 2021,
the unregistered warrants to purchase 150,000,000 ordinary shares represented by 500,000 ADSs were exercised in full. We paid an aggregate
of $700,000 in placement agent fees and expenses and issued placement agent warrants in an amount equal to 7.0% of the aggregate number
of ADSs sold in the offering (or, warrants to purchase up to 10,500,000 ordinary shares represented by 35,000 ADSs), at an initial exercise
price equal to $20.0 per ADS, on substantially the same terms as the investor warrants, except that the placement agent warrants expire
on the earlier of (i) the third-year anniversary of the date on which an initial resale registration statement registering the ordinary
shares (or the ADSs) issuable upon the exercise of the warrants becomes effective and (ii) August 11, 2026.
On December 20, 2021, we entered
into a warrant exercise agreement, or the Exercise Agreement, with an institutional investor, or the Holder, of warrants issued in August
2021, or the Warrants, to purchase ordinary shares, represented by ADS, pursuant to which the Holder agreed to exercise in cash its Warrant
to purchase up to an aggregate of 150,000,000 ordinary shares represented by 500,000 ADSs having an exercise price of $20.0 per ADS, at
an exercise price of $20.0 per ADS, resulting in gross proceeds of $10.0 million. Closing occurred on December 23, 2021. Under the Exercise
Agreement, we also issued to the Holder new unregistered warrants to purchase up to 180,000,000 ordinary shares represented by 600,000
ADSs, or the Private Placement Warrants. The Private Placement Warrants are immediately exercisable, expire five years following the effectiveness
of this registration statement and have an exercise price of $20.0 per ADS, subject to adjustment as set forth therein. We paid an aggregate
of $875,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 35,000 ADS on the same terms
as the investor warrant.
On January 13, 2023, we sold
to an institutional investor 300,000,000 ordinary shares represented by 1,000,000 ADSs, at a purchase price of $5.50 per ADS, in a registered
direct offering. In a concurrent private placement, we also agreed to issue and sell pre-funded warrants to purchase up to an aggregate
of 109,091,100 ordinary shares represented by 363,637 ADS, at the same purchase price as in the registered direct offering. We have also
agreed to issue unregistered Series A warrants to purchase up to an aggregate of 409,091,100 ordinary shares represented by 1,363,637
ADSs and Series B warrants to purchase up to an aggregate of 409,091,100 ordinary shares represented by 1,363,637 ADSs. In addition, we
have issued 28,636,500 ordinary shares represented by 94,455 ADSs issuable upon the exercise of placement agent warrants. The offerings
closed on January 13, 2023.
The privately placed securities
above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the
securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 8. Exhibits and Financial Statement Schedules
Exhibit No. |
|
Description |
1.1 |
|
Amended and Restated Articles of Association of Can-Fite BioPharma Ltd (1) |
|
|
|
2.1 |
|
Form of Amended and Restated Deposit Agreement, by and among Can-Fite BioPharma Ltd., The Bank of New York Mellon and the Owners and Holders of American Depositary Shares, dated September 11, 2013 (2) |
|
|
|
4.1 |
|
Employment and Non-Competition Agreement with Motti Farbstein, dated June 10, 2003 (3) |
|
|
|
4.2 |
|
Consulting Agreement with BioStrategics Consulting, Ltd, dated September 27, 2005 (3) |
|
|
|
4.3 |
|
Service Management Agreement with F.D. Consulting International and Marketing Ltd., dated June 27, 2002 (3) |
|
|
|
4.4 |
|
Master Services Agreement with Accellient Partners, dated May 10, 2010 (3) |
|
|
|
4.5 |
|
License Agreement, by and between The University of Leiden and Can-Fite BioPharma Ltd., dated November 2, 2009 (4) |
|
|
|
4.6 |
|
Can-Fite BioPharma Ltd. 2003 Israeli Share Option Plan (3) |
|
|
|
4.7 |
|
Can-Fite BioPharma Ltd. 2013 Israeli Share Option Plan (4) |
|
|
|
4.8 |
|
Compensation Policy of Can-Fite BioPharma Ltd. (18) |
|
|
|
4.9 |
|
Distribution and Supply Agreement between Can-Fite BioPharma Ltd. and Cipher Pharmaceuticals Inc. dated as of March 20, 2015 (4)† |
|
|
|
4.10 |
|
Distribution Agreement between Can-Fite BioPharma Ltd. and Chong Kun Dang Pharmaceutical Corp. dated as of October 25, 2016 (6)† |
|
|
|
4.11 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on January 23, 2019 (7) |
|
|
|
4.12 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on April 4, 2019 (8) |
|
|
|
4.13 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on May 22, 2019 (9) |
|
|
|
4.14 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on May 22, 2019 (10) |
|
|
|
4.15 |
|
Agreement between Can-Fite BioPharma Ltd. and Capital Point Ltd. dated as of October 7, 2019 (11)† |
|
|
|
4.16 |
|
Form of Warrant Exercise Agreement dated as of January 9, 2020 between Can-Fite BioPharma Ltd. and the investors listed therein (12) |
|
|
|
4.17 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on January 13, 2020 (12) |
|
|
|
4.18 |
|
Form of Securities Purchase Agreement dated as of February 12, 2020, between Can-Fite BioPharma Ltd. and the investors listed therein (13) |
4.19 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on February 12, 2020 (13) |
|
|
|
4.20 |
|
Form of Pre-funded Warrant issued by Can-Fite BioPharma Ltd. on February 12, 2020 (13) |
|
|
|
4.21 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on February 12, 2020 (13) |
|
|
|
4.22 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on June 12, 2020 (14) |
|
|
|
4.23 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on July 8, 2020 (15) |
|
|
|
4.24 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on June 12, 2020 (14) |
|
|
|
4.25 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on July 8, 2020 (15) |
|
|
|
4.26 |
|
Form of Securities Purchase Agreement dated as of June 10, 2020 by and between Can-Fite BioPharma Ltd. and the Purchasers signatory thereto (14) |
|
|
|
4.27 |
|
Form of Securities Purchase Agreement dated as of July 5, 2020 by and between Can-Fite BioPharma Ltd. and the Purchasers signatory thereto (15) |
|
|
|
4.28 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on June 12, 2020 (14) |
|
|
|
4.29 |
|
Form of Warrant issued by Can-Fite BioPharma Ltd. on July 8, 2020 (15) |
|
|
|
4.30 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on June 12, 2020 (14) |
|
|
|
4.31 |
|
Form of Placement Agent Warrant issued by Can-Fite BioPharma Ltd. on July 8, 2020 (15) |
|
|
|
4.32 |
|
Form of Securities Purchase Agreement dated as of August 11, 2021 between Can-Fite BioPharma Ltd. and the investor listed therein (16) |
|
|
|
4.33 |
|
Form of Pre-Funded Warrant to be issued by Can-Fite BioPharma Ltd. on August 16, 2021 (16) |
|
|
|
4.34 |
|
Form of Warrant to be issued by Can-Fite BioPharma Ltd. on August 16, 2021 (16) |
|
|
|
4.35 |
|
Form of Placement Agent Warrant to be issued by Can-Fite BioPharma Ltd. on August 16, 2021 (16) |
|
|
|
4.36 |
|
Form of Registered Direct Offering Securities Purchase Agreement, dated January 11, 2023 (17) |
|
|
|
4.37 |
|
Form of PIPE Securities Purchase Agreement, dated January 11, 2023 (17) |
|
|
|
4.38 |
|
Form of Registered Direct Pre-funded Warrant (17) |
|
|
|
4.39 |
|
Form of Series A and Series B Warrant (17) |
|
|
|
4.40 |
|
Form of Private Placement Pre-funded Warrant (17) |
|
|
|
4.41 |
|
Form of Registration Rights Agreement, dated January 11, 2023 (17) |
|
|
|
5.1 |
|
Opinion of Doron, Tikotzky, Kantor, Gutman, Ness, Amit Gross and Co., Israeli counsel to the Registrant** |
|
|
|
23.1 |
|
Consent of Kost Forer Gabbay & Kasierer* |
|
|
|
23.2 |
|
Consent
of Doron, Tikotzky, Kantor, Gutman, Ness, Amit Gross and Co. (included in Exhibit 5.1)** |
|
|
|
24.1 |
|
Power of Attorney (included in signature page)** |
| † | Certain confidential information
contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [...]. This exhibit has been
filed separately with the Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities
Exchange Act of 1934 and Rule 406 of the Securities Act. |
| (1) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on February 13, 2020. |
| (2) | Incorporated herein by reference
to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013. |
| (3) | Incorporated herein by reference
to Amendment No. 1 to the Draft Registration Statement on Form 20-F filed with the SEC on September 10, 2013. |
| (4) | Incorporated herein by reference
to Annual Report on Form 20-F filed with the SEC on March 27, 2015. |
| (5) | Incorporated herein by reference
to Registration Statement on Form F-3 filed with the SEC on January 19, 2016. |
| (6) | Incorporated herein by reference
to the Annual Report on Form 20- F filed with the SEC on March 30, 2017. |
| (7) | Incorporated herein by reference
to Registration Statement on Form F-1 filed with the SEC on February 15, 2019. |
| (8) | Incorporated herein by reference
to Registration Statement on Form F-1 filed with the SEC on May 3, 2019. |
| (9) | Incorporated herein by reference
to Current Report on Form 6-K filed with the SEC on May 22, 2019. |
| (10) | Incorporated herein by reference
to Registration Statement on Form F-1 filed with the SEC on May 28, 2019. |
| (11) | Incorporated herein by reference
to Registration Statement on Form F-1 filed with the SEC on October 18, 2019. |
| (12) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on January 10, 2020. |
| (13) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on February 12, 2020. |
| (14) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on June 12, 2020. |
| (15) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on July 8, 2020. |
| (16) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on August 16, 2021. |
| (17) | Incorporated herein by reference
to the Current Report on Form 6-K filed with the SEC on January 13, 2023. |
(18) |
Incorporated herein by reference to the Current Report on Form 6-K filed with the SEC on January 13, 2023. |
The agreements included as
exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These
representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended
to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements
prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection
with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from
“materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or
such other date or dates as may be specified in the agreement.
The Registrant acknowledges
that, notwithstanding the inclusion of the foregoing cautionary statements, the registrant is responsible for considering whether additional
specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration
statement not misleading.
(b) |
Financial Statement Schedules |
All schedules have been omitted
because either they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements
and related notes thereto.
Item 9. Undertakings
(a) |
The undersigned Registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
i. |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933. |
|
ii. |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
iii. |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
|
(2) |
That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F- 3. |
|
(5) |
That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
|
(6) |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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 F-1 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Petach Tikva, State of Israel on this 1st day
of September, 2023.
|
CAN-FITE BIOPHARMA LTD. |
|
|
|
|
By: |
/s/ Motti
Farbstein |
|
Name: |
Motti Farbstein |
|
Title: |
Chief Executive Officer, Chief Financial Officer
and Chief Operating Officer |
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Motti Farbstein |
|
Chief Executive Officer, Chief Financial Officer
and Chief Operating Officer |
|
September 1, 2023 |
Motti Farbstein |
|
(principal executive officer, principal financial
officer and principal accounting officer) |
|
|
|
|
|
|
|
/s/ Pnina
Fishman, Ph.D. |
|
Director |
|
September 1, 2023 |
Pnina Fishman, Ph.D. |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 1, 2023 |
Ilan Cohn, Ph.D. |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 1, 2023 |
Guy Regev |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 1, 2023 |
Abraham Sartani, M.D. |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 1, 2023 |
Yoseph Borenstein |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 1, 2023 |
Yaacov Goldman |
|
|
|
|
*By |
/s/ Motti
Farbstein |
|
|
Motti Farbstein |
|
|
Attorney-in-fact |
|
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 Can-Fite BioPharma Ltd., has signed
this registration statement on September 1, 2023.
|
Puglisi & Associates |
|
|
|
|
By: |
/s/ Donald J. Puglisi |
|
Name: |
Donald J. Puglisi |
|
Title: |
Authorized Representative |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent
to the reference to our firm under the caption “Experts” in Amendment No. 5 to the Registration Statement (Form F-1 No. 333-259085)
and related Prospectus of Can-Fite BioPharma Ltd. and to the incorporation by reference therein of our report dated March 30, 2023, with
respect to the consolidated financial statements of Can-Fite BioPharma Ltd. included in its Annual Report (Form 20-F) for the year ended
December 31, 2022, filed with the Securities and Exchange Commission.
/s/ KOST FORERR GABBAY & KASIERER |
|
A Member of Ernst & Young Global |
|
Tel-Aviv, Israel |
|
September 1, 2023 |
|
Can Fite BioPharma (AMEX:CANF)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Can Fite BioPharma (AMEX:CANF)
Gráfica de Acción Histórica
De May 2023 a May 2024