SEC Form 424B5 filed by SatixFy Communications Ltd.
$SATX
Radio And Television Broadcasting And Communications Equipment
Technology
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-279869
PROSPECTUS SUPPLEMENT
(to prospectus dated June 10, 2024)
Up to $7,145,000 of
Ordinary Shares
We have entered into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated July 29, 2024, relating to the sale of our ordinary shares, no par value per share, or the
Ordinary Shares, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Ordinary Shares, having an aggregate offering price of up to $7,145,000
million from time to time through or to A.G.P as sales agent or principal.
Sales of our Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of
1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on
mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms of the Sales Agreement. See “Plan of Distribution” beginning on page
S - 12 for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of the Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the
compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act or the
Exchange Act of 1934, as amended, or the Exchange Act.
The Ordinary Shares are listed on NYSE American LLC, or the NYSE American, under the symbol “SATX.” On July 23, 2024, the last reported sale price of our Ordinary Shares on the NYSE American was $0.71 per share.
The highest aggregate market value of the outstanding Ordinary Shares held by non-affiliates within the 60 days prior to this prospectus supplement was $21,738,960 based on 30,193,001 Ordinary Shares outstanding held by non-affiliates and a per
share price of $0.72 based on the closing sale price of our Ordinary Shares on July 18, 2024. As of the date hereof, we have not sold any Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month
period that ends on, and includes, the date hereof.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, and have elected to comply with certain reduced public company reporting requirements.
Investing in the Ordinary Shares involves risk. See “Risk Factors” beginning on page S - 4 of this prospectus supplement and in the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus for a discussion of information that should be considered in connection with an investment in the Ordinary Shares.
Neither the Securities and Exchange Commission, or SEC, nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
A.G.P.
The date of this prospectus supplement is , 2024
TABLE OF CONTENTS
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Prospectus Supplement
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Prospectus
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This prospectus supplement and the accompanying prospectus relate to a registration statement on Form F-3 that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf
registration process, we may sell the Ordinary Shares described in our base prospectus included in the shelf registration statement in one or more offerings up to a total aggregate offering price of $100 million. The $7,145,000 million of
Ordinary Shares that may be offered, issued and sold under this prospectus supplement is included in the $100,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration statement.
Before buying any of the Ordinary Shares that we are offering, we urge you to carefully read this prospectus supplement, together with the accompanying prospectus and the
information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement, and any free writing prospectus or prospectus that we
have authorized for use in connection with this offering. These documents contain important information that you should consider when making your investment decision.
This prospectus supplement describes the terms of this offering of the Ordinary Shares and also adds to and updates information contained in the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by
reference into this prospectus supplement that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is
inconsistent with a statement in another document having a later date — for example, a document incorporated by reference into this prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier
statement.
This prospectus supplement and the accompanying prospectus do not contain all of the information provided in the registration statement that we filed with the SEC. For further
information about us or the Ordinary Shares, you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
For investors outside the United States: We have not done anything that would permit an offering or possession or distribution of this prospectus supplement in any jurisdiction
where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the Ordinary Shares described herein and the distribution of this prospectus supplement and the accompanying prospectus outside the United States.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and any related free writing
prospectuses that we have authorized for use in connection with this offering. 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. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus supplement and the accompanying prospectus or related free writing prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that we
have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement, “we,” “us,” “our,” the “Company” and “SatixFy” refer to SatixFy Communications Ltd. and its subsidiaries.
We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. None of the financial statements were
prepared in accordance with generally accepted accounting principles in the United States.
S - 1
This summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus. This
summary does not contain all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus and the accompanying prospectus, including the “Risk Factors” section, starting on page S - 4
of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, as well as the financial statements and notes thereto and the other information incorporated by reference
herein and therein, before making an investment decision.
We are a vertically integrated satellite communications systems provider using our own semiconductors, focused on designing chips and systems that serve the entire satellite
communications value chain — from the satellite’s antenna payload to user terminals. We design chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since we commenced operations in June 2012, through
March 31, 2024 we have invested over $251 million in research and development to create what we believe are the most advanced provider of satellite communications and ground terminal chips in the world.
We develop advanced Application-Specific and Radio Frequency Integrated Circuit chips based on technology designed to meet the requirements of a variety of satellite communications
applications, mainly for Low Earth Orbit, or LEO, Medium Earth Orbit and geostationary satellite communications systems, Aero/IFC systems and certain COTM and on the pause applications. Our chip technology supports electronically steered multibeam
antennas, digital beamforming and beam-hopping, on- board processing for payloads and software defined radio modems — each of which will be critical for providing optimized access to LEO satellite constellations.
Corporate Information
Our legal and commercial name is SatixFy Communications Ltd. Our company was incorporated in June 2012 as a Hong Kong company. In January 2020, we were incorporated as a private
company limited by shares under the laws of the State of Israel with all company business transferring to the Israeli entity. Our principal executive offices are located at 12 Hamada St., Rehovot 7670314, Israel, and our telephone number is
+972-8-939-3200. Our website address is www.satixfy.com. The information contained on, or that can be accessed through, our website is not part of this prospectus supplement. We have included our website
address in this prospectus supplement solely as an inactive textual reference.
S - 2
THE OFFERING
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Ordinary Shares offered by us
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Ordinary Shares having an aggregate offering price of up to $7,145,000 million
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Ordinary Shares outstanding prior to the offering
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84,814,173 Ordinary Shares.
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Ordinary Shares to be outstanding after this offering
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94,877,553 Ordinary Shares, assuming sales of $7,145,000 million of Ordinary Shares, at an assumed offering price of $0.71, which was the last reported sale price
of the Ordinary Shares on the NYSE American on July 23, 2024. The actual number of Ordinary Shares will vary, depending on the sales price in this offering.
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Manner of Offering
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“At the market offering” that may be made from time to time through or to A.G.P., as sales agent or principal. See “Plan of Distribution” on page S - 12 of this prospectus supplement.
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Use of proceeds
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We intend to use the net proceeds from the sale of securities under this prospectus supplement for working capital and general corporate purposes.
See “Use of Proceeds” on page S - 7 of this prospectus supplement.
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Risk factors
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Investing in the Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page S - 4 of this prospectus supplement and in the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus for a discussion of the risks you should carefully consider before deciding to invest in the Ordinary Shares.
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NYSE American symbol
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“SATX”
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Unless otherwise stated, all information in this prospectus supplement, is based on 84,814,173 Ordinary Shares outstanding as of July 23,
2024, and does not include the following as of that date:
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3,625,700 Ordinary Shares issuable upon the exercise of options to directors, employees and consultants under our equity incentive plan, outstanding as of such date, with exercise prices
ranging between NIS 0.0004 (approximately $0.0001) and NIS 8.617 (approximately $2.367) per share;
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4,491,912 Ordinary Shares issuable on the exercise of restricted share units granted to directors, employees, and consultants under our equity incentive plan, none of which were vested as of such date;
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2,750,450 Ordinary Shares reserved for future issuance under our equity incentive plan; and
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14,329,792 Ordinary Shares issuable upon the exercise of warrants issued at an exercise price of $11.50.
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S - 3
Investing in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described below and in the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus, together with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein
or therein, including in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also
impair our business operations and become material. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks,
and you may lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in
this prospectus supplement under the caption “Cautionary Statement Regarding Forward-Looking Statements” below.
Risks Related to this Offering
Sales of our Ordinary Shares in this offering, or the perception that such sales may occur, could cause a drop in the market price of our Ordinary Shares.
We may issue and sell our Ordinary Shares for aggregate gross proceeds of up to $7,145,000 million from time to time in connection with this offering. The issuance and sale from time to time of
these new Ordinary Shares, or our ability to issue these new Ordinary Shares in this offering could have the effect of depressing the market price of our Ordinary Shares.
Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the
proceeds may not be invested successfully.
Our management will have broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of
this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being
used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us.
You may experience immediate and substantial dilution in the book value per Ordinary Share you purchase in the offering.
The offering price per share in this offering may exceed the net tangible book value per Ordinary Shares outstanding prior to this offering. Assuming that an aggregate of 10,063,380Ordinary
Shares are sold at a price of $0.71 per share, the last reported sale price of our Ordinary Shares on the NYSE American on July 23, 2024, for aggregate gross proceeds of up to $7,145,000 million, and after deducting commissions and estimated
aggregate offering expenses payable by us, you will experience immediate dilution of $1.38 per share, representing the difference between our as adjusted net tangible book value per share as of March 31, 2024 after giving effect to this
offering and the assumed offering price. The exercise of outstanding stock options and warrants will result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you
would incur if you participate in this offering.
We may sell additional Ordinary Shares to fund our operations, which sales may occur during or immediately after sales pursuant to this offering are
commenced, which would result in dilution to our shareholders.
In order to raise additional funds to support our operations, we may sell additional Ordinary Shares, which would result in dilution to all of our shareholders that may adversely
impact our business. See “Dilution.” In particular, at any time, including during the pendency of this offering, we may sell additional Ordinary Shares, other than pursuant to this offering, in amounts that may be material to us, which may be in
amounts that are equal to or greater than the size of this offering, including, without limitation, through underwritten public offerings, privately negotiated transactions, block trades, or any combination of the above, subject, in certain
circumstances, to the consent of A.G.P. We cannot assure you that we will be able to sell Ordinary Shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this
offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional Ordinary Shares or other securities convertible into or exchangeable
for our Ordinary Shares in future transactions may be higher or lower than the price per share in this offering.
The Ordinary Shares offered under this prospectus may be sold in “at the market offerings,” and investors who buy Ordinary Shares at different times will likely
pay different prices.
Investors who purchase Ordinary Shares under this prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment
results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share
sales made at prices lower than the prices they paid.
The actual number of Ordinary Shares we will issue under the sales agreement at any one time or in total, is uncertain.
Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver placement notices to the sales agent at any time
throughout the term of the sales agreement. The number of shares that are sold by the sales agent as our sale agent after we deliver a placement notice will fluctuate based on the market price of the common stock and the trading volume of our common
stock during the sales period and limits we set with the sales agent.
S - 4
This prospectus supplement, the accompanying prospectus and certain information incorporated by reference in this prospectus supplement and the accompanying prospectus contain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to
historical matters. Our forward-looking statements include, but are not limited to, statements regarding us or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those
statements.
Important factors that could cause such differences include, but are not limited to:
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Our performance following the Business Combination agreement, dated as of March 8, 2022, by and among SatixFy, Endurance Acquisition Corporation, or Endurance, and SatixFy MS, a wholly owned subsidiary of the Company, as amended on June
13, 2022 and August 23, 2022 whereby SatixFy MS merged with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy;
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Unpredictability in the satellite communications industry;
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The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate;
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Competition in the satellite communications industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;
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Failure by us to adjust our supply chain volume due to changing market conditions or failure to estimate its customers’ demand;
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Disruptions in relationships with any one of our key customers;
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Disruptions in relationships with any one of our third-party manufacturers or suppliers;
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Any difficulty selling our products if customers do not design our products into their product offerings;
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Our dependence on winning selection processes and gaining market acceptance of our technologies and products;
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Even if we succeed in winning selection processes for our technologies and products, we may not generate timely or sufficient net sales or margins from those wins;
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Our ability to execute our strategies, manage growth and maintain our corporate culture as we grow;
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Sustained yield problems or other delays in the manufacturing process of products;
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Changes in the need for capital and the availability of financing and capital to fund these needs;
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Our estimates of our total addressable market and the demand for and pricing of our products and services;
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Our ability to maintain effective internal control over financial reporting;
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Our ability to retain key personnel and to replace such personnel on a timely basis or on acceptable terms;
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Exchange rate fluctuations;
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S - 5
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Changes in interest rates or rates of inflation;
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Legal, regulatory and other proceedings;
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Changes in applicable laws or regulations, or the application thereof on us;
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The results of future financing efforts;
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Our ability to maintain continued listing standards with the NYSE American;
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General market, political and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the Israel-Hamas
war;
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Some or all of the expected benefits of the transaction between the Company and MDA will not be achieved; and
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Those factors referred to in “Item 3. Key Information — D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of our Annual Report on Form 20-F, or the 2023 Annual Report, filed
with the SEC on March 29, 2024 and incorporated herein by reference, as well other factors in the 2023 Annual Report.
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You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in
many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus supplement, the date
of the accompanying prospectus, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or
implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus supplement and the
accompanying prospectus under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere in this prospectus supplement as well as in the 2023 Annual Report, including without limitation under the captions “Risk Factors” and “Operating and Financial
Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus, the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
S - 6
We may issue and sell our Ordinary Shares having an aggregate sales price of up to $7,145,000 million during the term of the Sales Agreement with A.G.P. Because there is no minimum offering amount
required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time.
We intend to use the net proceeds from the sale of Ordinary Shares under this prospectus supplement for working capital and general corporate purposes. The timing and amount of our
actual expenditures will be based on many factors, and we cannot specify with certainty all of the particular uses of the net proceeds from this offering. Accordingly, our management will have significant discretion and flexibility in applying the
net proceeds of this offering. We have no current commitments or binding agreements with respect to any material acquisition of or investment in any technologies, products or companies.
Pending our use of the net proceeds from this offering, we may invest the net proceeds of this offering in a variety of capital preservation investments, including but not limited
to short-term, investment grade, interest bearing instruments and U.S. government securities.
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We have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if
any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other
factors our board of directors may deem relevant.
The Companies Law imposes further restrictions on our ability to declare and pay dividends. Under the Companies Law, we may declare and pay dividends only if, upon the
determination of our board of directors, there is no reasonable concern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as they become due. Under the Companies Law, the distribution
amount is further limited to the greater of retained earnings or earnings generated over the two most recent years legally available for distribution according to our then last reviewed or audited financial statements, provided that the end of the
period to which the financial statements relate is not more than six months prior to the date of distribution. In the event that we do not meet such earnings criteria, we may seek the approval of a court in order to distribute a dividend. The court
may approve our request if it is convinced that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
S - 8
The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2024.
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on an actual basis; and
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on an as adjusted basis to give additional effect to the sale of 10,063,380 Ordinary Shares in this offering based on an assumed public offering
price of $0.71 per Ordinary Share, the last reported sale price for our Ordinary Shares as reported on the NYSE American on July 23, 2024, and after deducting commissions and estimated offering expenses payable by us.
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(U.S. dollars in thousands)
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Actual
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As Adjusted
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Cash
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$
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10,056
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$
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16,855
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Long term debt
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62,702
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62,702
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Shareholders’ equity:
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Share capital
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Additional paid-in capital
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451,436
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458,235
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Capital Reserves
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1,444
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1,444
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Accumulated deficit
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(522,608
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(522,608
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Total shareholders’ deficiency
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(69,728
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(62,929
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Total capitalization
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$
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(7,026
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$
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(227
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Unless otherwise stated, all information in this prospectus supplement, is based on 83,586,789 Ordinary Shares outstanding as of March 31, 2024, and does not include the following
as of that date:
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3,776,199 Ordinary Shares issuable upon the exercise of options to directors, employees and consultants under our equity incentive plan, outstanding as of such date, with exercise prices
ranging between NIS 0.0004 (approximately $0.0001) to NIS 8.6177 (approximately $2.3675) per share;
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5,034,735 Ordinary Shares issuable on the exercise of restricted share units granted to directors, employees, and consultants under our equity incentive plan, none of which were vested as of
such date;
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2,499,557 Ordinary Shares reserved for future issuance under our equity incentive plan; and
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14,329,792 Ordinary Shares issuable upon the exercise of warrants issued at an exercise price of $11.50.
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S - 9
If you invest in our Ordinary Shares, you will experience immediate dilution to the extent of the difference between the public offering price of the Ordinary Shares in this
offering and the net tangible book value per Ordinary Share immediately after the offering.
Our net tangible book value per Ordinary Share is determined by dividing our total tangible assets, less total liabilities, by the actual number of outstanding Ordinary Shares. The
net tangible book value of our Ordinary Shares as of March 31, 2024, was approximately $(0.83) per Ordinary Share. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by 83,586,789
the total number of Ordinary Shares outstanding as of March 31, 2024.
After giving effect to the sale of our Ordinary Shares during the term of the Sales Agreement with A.G.P. in the aggregate amount of $7,145,000 million at an assumed offering price of $0.71 per
Ordinary Share, the last reported sale price of our Ordinary Shares on the NYSE American on July 23, 2024, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2024
would have been approximately $(62.9) million, or $(0.67) per Ordinary Share. This amount represents an immediate increase in net tangible book value of $0.16 per Ordinary Share as a result of this offering and an immediate dilution of
approximately $1.38 per Ordinary Share to investors purchasing Ordinary Shares in this offering. Dilution for this purpose represents the difference between the price per Ordinary Share paid by investors in this offering and the as adjusted net
tangible book value per Ordinary Share immediately after the completion of this offering.
The following table illustrates this dilution on a per Ordinary Share basis. The as adjusted information is illustrative only and will adjust based on the actual prices to the
public, the actual number of Ordinary Shares sold, and other terms of the offering determined at the times our Ordinary Shares are sold pursuant to this prospectus. The Ordinary Shares sold in this offering, if any, will be sold from time to time at
various prices.
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Assumed offering price per Ordinary Share
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$
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0.71
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Net tangible book value per Ordinary Share as of March 31, 2024
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$
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(0.83
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)
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Increase in net tangible book value per Ordinary Share attributable to new investors
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$
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Dilution per Ordinary Share to investors purchasing Ordinary Shares in the offering
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Unless otherwise stated, all information in this prospectus supplement, is based on 83,586,789 Ordinary Shares outstanding as of March 31, 2024, and does not include the following
as of that date:
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3,776,199 Ordinary Shares issuable upon the exercise of options to directors, employees and consultants under our equity incentive plan, outstanding as of such date, with exercise prices
ranging between NIS 0.0004 (approximately $0.0001) to NIS 8.6177 (approximately $2.3675) per share;
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5,034,735 Ordinary Shares issuable on the exercise of restricted share units granted to directors, employees, and consultants under our equity incentive plan, none of which were vested as of
such date;
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2,499,557 Ordinary Shares reserved for future issuance under our equity incentive plan; and
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14,329,792 Ordinary Shares issuable upon the exercise of warrants issued at an exercise price of $11.50.
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To the extent that outstanding options or warrants are exercised, or we issue additional Ordinary Shares under our 2020 Share Award Plan, you may experience further dilution. In addition, we may
choose to raise additional capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for our current and future operating plans. To the extent that additional capital is raised through the sale of
equity or convertible debt securities, the issuance of those securities could result in further dilution to the holders of our Ordinary Shares.
S - 10
DESCRIPTION OF SECURITIES WE ARE OFFERING
Ordinary Shares
The material terms and provisions of our ordinary shares are described under the heading “Description of Our Ordinary Shares” in the accompanying prospectus.
S - 11
We have entered into the Sales Agreement with A.G.P. under which we may issue and sell Ordinary Shares from time to time in an amount up to $7,145,000 million through or to A.G.P., acting as sales
agent or principal. Sales of our Ordinary Shares, if any, under this prospectus supplement will be made at market prices by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
Each time that we wish to issue and sell our Ordinary Shares under the Sales Agreement, we will provide A.G.P. with a placement notice describing the amount of Ordinary Shares to
be sold, the time period during which sales are requested to be made, any limitation on the amount of Ordinary Shares that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in
a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice, A.G.P., acting as our sales agent, will use commercially reasonable efforts, consistent with its normal trading and sales practices
and applicable state and federal laws, rules and regulations and the rules of the NYSE American, to sell our Ordinary Shares under the terms and subject to the conditions of the placement notice and the Sales Agreement. We or A.G.P. may suspend the
offering of Ordinary Shares pursuant to a placement notice upon notice and subject to other conditions.
Unless the parties agree otherwise, settlement for sales of Ordinary Shares will occur on the first trading day following the date on which any sales are made in return for
payment of the net proceeds to us. There are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account. Sales of our Ordinary Shares as contemplated in this prospectus supplement will be settled through the
facilities of The Depository Trust Company or by such other means as we and A.G.P. may agree upon.
We will pay A.G.P. commissions for its services in acting as our sales agent in the sale of our Ordinary Shares pursuant to the Sales Agreement. A.G.P. will be entitled to
compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our Ordinary Shares on our behalf pursuant to the Sales Agreement. We have also agreed to reimburse A.G.P. for its reasonable and documented out-of-pocket
expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $ 50,000 and for A.G.P.’s reasonable and documented out-of-pocket expenses (including but not limited to the
reasonable and documented fees and expenses of its legal counsel) on an annual basis in an amount not to exceed $10,000.
We estimate that the total expenses for this offering, excluding compensation payable to A.G.P. and certain expenses reimbursable to A.G.P. under the terms of the Sales
Agreement, will be approximately $72,000. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will
equal our net proceeds for the sale of such Ordinary Share.
Because there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and net proceeds to us, if any, are not
determinable at this time. The actual dollar amount and number of Ordinary Shares we sell through this prospectus supplement will be dependent, among other things, on market conditions and our capital raising requirements.
In connection with the sale of the Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of
A.G.P. will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under the Securities Act.
A.G.P. will not engage in any market making activities involving our Ordinary Shares while the offering is ongoing under this prospectus supplement if such activity would be
prohibited under Regulation M or other anti-manipulation rules under the Securities Act. As our sales agent, A.G.P. will not engage in any transactions that stabilizes our Ordinary Shares.
S - 12
The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Ordinary Shares subject to the Sales Agreement and (ii) termination of the
Sales Agreement as permitted therein. We may terminate the Sales Agreement in our sole discretion at any time by giving three days’ prior notice to A.G.P. A.G.P. may terminate the Sales Agreement under the circumstances specified in the Sales
Agreement and in its sole discretion at any time by giving three days’ prior notice to us.
The Sales Agreement has been filed as an exhibit to a Report on Form 6-K that we filed with the SEC in connection with this offering and is incorporated into this prospectus
supplement by reference.
A.G.P. and/or its affiliates have provided, and may in the future provide, various investment banking and other financial services for us, for which services they have received
and may in the future receive customary fees.
This prospectus supplement in electronic format may be made available on a website maintained by A.G.P., and A.G.P. may distribute this prospectus supplement electronically.
Listing
The Ordinary Shares are listed under the symbol “SATX” on the NYSE American.
Foreign Regulatory Restrictions on Purchase of Securities Offered Hereby Generally
No action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Ordinary Shares offered by this prospectus
supplement and accompanying prospectus, or the possession, circulation or distribution of this prospectus supplement and accompanying prospectus or any other material relating to us or the Ordinary Shares offered hereby in any jurisdiction where
action for that purpose is required. Accordingly, the Ordinary Shares offered hereby may not be offered or sold, directly or indirectly, and neither of this prospectus supplement and accompanying prospectus nor any other offering material or
advertisements in connection with the Ordinary Shares offered hereby may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.
S - 13
Certain legal matters concerning this prospectus supplement will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to
the legality of the issuance of the Ordinary Shares offered by this prospectus supplement and other legal matters relating to Israeli law will be passed upon for us by Sullivan & Worcester Tel Aviv (Har-Even & Co.), Tel Aviv, Israel. Blank
Rome, LLP, New York, New York, has acted as counsel to A.G.P.
EXPERTS
The consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the three-year period then ended incorporated by reference in this prospectus
supplement have been so incorporated in reliance on the report of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and
accounting.
S - 14
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration
statement of which this prospectus supplement forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and a
substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.
We have been informed by our legal counsel in Israel, Sullivan & Worcester Tel Aviv (Har-Even & Co.), that it may 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 a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear
a claim, 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, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable,
including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international
law currently prevailing in Israel;
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the judgment is final and is not subject to any right of appeal;
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the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts; however, the court may enforce a foreign judgment, even
without reciprocity, based on the request of the Attorney General, under certain circumstances;
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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the liabilities under the judgment are enforceable according to the laws of the State of Israel and the judgment and the enforcement of the civil liabilities set forth in the judgment is not
contrary to the law or public policy in Israel nor likely to impair the security or sovereignty of Israel;
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the judgment was not obtained by fraud, there was reasonable opportunity for the defendant to present their case, the judgment was given by an authorized court to issue it under the
applicable international private law rules in Israel, and the judgement does not conflict with any other valid judgments in the same matter between the same parties;
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an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court;
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the judgment is enforceable according to the law of the foreign state in which the relief was granted; and
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enforcement may be denied if it could harm the sovereignty or security of Israel.
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If a foreign judgment is declared enforceable by an Israeli court, it generally will be payable in Israeli currency. The conversion to Israeli currency will be based on the latest
official exchange rate published by the Bank of Israel before the payment date. However, the obligated party will fulfill its duty by the judgment even if they choose to make the payment in the same foreign currency, subject to the laws governing the
foreign currency applicable at that time.
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.
S - 15
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this prospectus supplement and information we file later with the SEC will automatically update and supersede this information. The information incorporated by reference is
considered to be part of this prospectus supplement and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:
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Our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024;
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Our Reports on Form 6-K furnished on March 29, 2024 (with respect to the first
paragraph and the sections titled “Financial Highlights for the Full Year 2023,” “About SatixFy,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K), May 23, 2024 (first report furnished on such date), and May 23, 2024 (second report furnished on such date and only with respect to the first paragraph and the sections titled “Financial
Highlights for the First Quarter of 2024,” “About SatixFy,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to
the Report on Form 6-K), June 17, 2024, July 1, 2024 and July
29, 2024; and
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The description of our securities contained in our Registration Statement on Form 8-A filed with the SEC on October 27, 2022, as amended by Exhibit 2.4
to our 2023 Annual Report, and including any other amendments and reports filed for the purpose of updating such description.
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All subsequent annual reports on Form 20-F filed by us pursuant to the Exchange Act prior to the termination of the offering shall be deemed to be incorporated by reference to this
prospectus supplement and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Report on Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in
such Report on Form 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Report on Form 6-K so identified shall be deemed to be incorporated by reference in this prospectus supplement and to be a part
hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the
extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. The information we incorporate by reference is an important part of this prospectus supplement, and later information that we file with the SEC
will automatically update and supersede the information contained in this prospectus supplement.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus supplement, other than exhibits
to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: 12 Hamada St., Rehovot 7670314, Israel, Attention: Interim Chief Financial Officer.
S - 16
We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. 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 U.S.
companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days 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 a Report on Form 6-K, unaudited interim financial information.
We maintain a corporate website at www.satixfy.com. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws
and regulations, including any notices of general meetings of our shareholders.
The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Information contained
on, or that can be accessed through, our website and other websites listed in this prospectus supplement do not constitute a part of this prospectus supplement. We have included these website addresses in this prospectus solely as inactive textual
references.
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the
rules and regulations of the SEC, this prospectus supplement and the accompanying prospectus do not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect
to us and the Ordinary Shares offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus supplement or the accompanying
prospectus about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the
registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
S - 17
PROSPECTUS
$100,000,000
SATIXFY COMMUNICATIONS LTD.
Ordinary Shares
We may offer and sell from time to time in one or more offerings up to the aggregate amount of $100,000,000 of our ordinary shares,
no par value per share, or the Ordinary Shares. Each time we sell Ordinary Shares pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering. We may also authorize
one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus supplement and related free writing prospectuses may also add, update or change information contained in the prospectus. You should read
this prospectus, any applicable prospectus supplement and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in the Ordinary
Shares.
Our Ordinary Shares are listed on the NYSE American LLC, or NYSE, under the symbol “SATX.” On May 29 , 2024, the last reported sale price of
our Ordinary Shares NYSE was $0.61 per share.
On May 29, 2024, the aggregate market value of our Ordinary Shares held by non-affiliates was approximately $21,921,560, based on 84,622,655 Ordinary Shares outstanding and 35,936,983 shares held by non-affiliates and a per share price of $0.61 based on the closing sale price of our Ordinary Shares on May 29, 2024. We have not offered
any securities pursuant to General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject
to reduced public company reporting requirements.
Investing in the Ordinary Shares involves a high degree of risk. Risks associated with an investment in the
Ordinary Shares will be described in any applicable prospectus supplement and are and will be described in certain of our filings with the Securities and Exchange Commission, or SEC, as described in “Risk Factors” beginning on page 3.
The Ordinary Shares may be sold directly by us to investors, through agents designated from time to time or to or through
underwriters or dealers, or through a combination of such methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any
agents or underwriters are involved in the sale of the Ordinary Shares with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options
will be set forth in a prospectus supplement. The price to the public of the Ordinary Shares and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the, nor any state or other foreign securities commission has approved nor disapproved 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 June 10, 2024
ii
TABLE OF CONTENTS
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iii
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration process.
Under this shelf registration process, we may offer and sell from time to time in one or more offerings up to the aggregate amount of $100,000,000 of our Ordinary Shares.
Each time we sell Ordinary Shares, we will provide you with a prospectus supplement that will describe the specific amounts, prices
and terms of such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering. The prospectus supplement and any related free writing prospectuses may also add, update or change
information contained in this prospectus. You should read carefully both this prospectus, the applicable prospectus supplement, the documents incorporated by reference into this prospectus and any related free writing prospectus together with
additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before buying the Ordinary Shares being offered.
This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. For
further information about us or the Ordinary Shares, you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More Information” and “Incorporation of Certain Information by
Reference.”
You should rely only on the information contained or incorporated by reference in this prospectus, a prospectus supplement and
related free writing prospectuses. Neither we, nor any agent, underwriter or dealer has 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.
This prospectus is not an offer to sell these Ordinary Shares and it is not soliciting an offer to buy these Ordinary Shares in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing prospectuses is accurate on any date subsequent to
the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of
operations and prospects may have changed since those dates.
For investors outside the United States: We have not done anything that would permit an offering or possession or distribution of
this prospectus in any jurisdiction where action for that purpose is required, other than in 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 Ordinary Shares described herein and the distribution of this prospectus outside the United States.
In this prospectus, “we,” “us,” “our,” the “Company” and “SatixFy” refer to SatixFy Communications Ltd. and its subsidiaries.
We report under International Financial Reporting Standards, as issued by the International Accounting Standards Board, or the IASB, and interpretations (collectively IFRS). None of the
financial statements were prepared in accordance with generally accepted accounting principles in the United States.
We are a vertically integrated satellite communications systems provider using our own semiconductors, focused on designing chips
and systems that serve the entire satellite communications value chain — from the satellite’s antenna payload to user terminals. We design chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since
we commenced operations in June 2012, through March 31, 2024 we have invested over $251 million in research and development to create what we believe are the most advanced provider of satellite communications and ground terminal chips in the
world.
We develop advanced Application-Specific and Radio Frequency Integrated Circuit chips based on technology designed to meet the
requirements of a variety of satellite communications applications, mainly for Low Earth Orbit, or LEO, Medium Earth Orbit and geostationary satellite communications systems, Aero/IFC systems and certain COTM and on the pause applications. Our
chip technology supports electronically steered multibeam antennas, digital beamforming and beam-hopping, on- board processing for payloads and software defined radio modems — each of which will be critical for providing optimized access to LEO
satellite constellations.
Corporate Information
Our legal and commercial name is SatixFy Communications Ltd. Our company was incorporated in June 2012 as a Hong Kong company. In
January 2020, we were incorporated as a private company limited by shares under the laws of the State of Israel with all company business transferring to the Israeli entity. Our principal executive offices are located at 12 Hamada St., Rehovot
7670314, Israel, and our telephone number is +972-8-939-3200. Our telephone number in Israel is 972.4.6185670. Our website address is www.satixfy.com. The
information contained on, or that can be accessed through, our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities
Act, as modified by the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies” such as not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day
of the first fiscal year in which our annual gross revenue exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which
would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than
$1 billion in nonconvertible debt during the preceding three-year period.
Implications of being a Foreign Private Issuer
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. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting
obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable
to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual report
with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity
securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange
Act. In addition, as a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the NYSE rules for domestic U.S. issuers. These exemptions and leniencies will
reduce the frequency and scope of information and protections available to you in comparison to those applicable to a U.S. domestic reporting company. We intend to take advantage of the exemptions available to us as a foreign private issuer
during and after the period we qualify as an “emerging growth company.”
2
Investing in our securities involves risks. Please carefully consider the risk factors described in our periodic
reports filed with the SEC, including those set forth under the caption “Item 3. Key Information - D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, or the 2023 Annual Report, or any updates in our Reports
of Foreign Private Issuer on Form 6-K, or Reports on Form 6-K, which are incorporated by reference into this prospectus, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and
any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our
business operations. If any of these risks actually occurs, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of our securities to decline, and you may
lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this
prospectus.
3
This prospectus contains, and any accompanying prospectus supplement may contain, forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file
with the SEC, contain and will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. Our forward-looking statements include,
but are not limited to, statements regarding us or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ
materially from those projected or implied in those statements.
Important factors that could cause such differences include, but are not limited to:
| • |
Our performance following the Business Combination agreement, dated as of March 8, 2022, by and among SatixFy, Endurance Acquisition Corporation, or Endurance, and SatixFy MS, a wholly owned subsidiary of the Company, as amended on
June 13, 2022 and August 23, 2022 whereby SatixFy MS merged with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy;
|
| • |
Unpredictability in the satellite communications industry;
|
| • |
The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate;
|
| • |
Competition in the satellite communications industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;
|
| • |
Failure by us to adjust our supply chain volume due to changing market conditions or failure to estimate its customers’ demand;
|
| • |
Disruptions in relationships with any one of our key customers;
|
| • |
Disruptions in relationships with any one of our third-party manufacturers or suppliers;
|
| • |
Any difficulty selling our products if customers do not design its products into their product offerings;
|
| • |
Our dependence on winning selection processes and gaining market acceptance of its technologies and products;
|
| • |
Even if we succeed in winning selection processes for its technologies and products, we may not generate timely or sufficient net sales or margins from those wins;
|
| • |
Our ability to execute its strategies, manage growth and maintain its corporate culture as it grows;
|
| • |
Sustained yield problems or other delays in the manufacturing process of products;
|
| • |
Changes in the need for capital and the availability of financing and capital to fund these needs;
|
| • |
Our estimates of our total addressable market and the demand for and pricing of its products and services;
|
| • |
Our ability to maintain effective internal control over financial reporting;
|
| • |
Our ability to retain key personnel and to replace such personnel on a timely basis or on acceptable terms;
|
4
| • |
Exchange rate fluctuations;
|
| • |
Changes in interest rates or rates of inflation;
|
| • |
Legal, regulatory and other proceedings;
|
| • |
Changes in applicable laws or regulations, or the application thereof on us;
|
| • |
The results of future financing efforts;
|
| • |
Our ability to maintain continued listing standards with the NYSE;
|
| • |
General market, political and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the
Israel-Hamas war;
|
| • |
Some or all of the expected benefits of the transaction between the Company and MDA will not be achieved; and
|
| • |
Those factors referred to in “Item 3. Key Information — D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of our 2023 Annual Report as well other factors in the 2023
Annual Report.
|
You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain
risks, uncertainties and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the
date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance
or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
We have identified some of the important factors that could cause future events to differ from our current expectations and they are
described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere in this prospectus as well as in our 2023 Annual Report, including without limitation under the captions
“Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read
this prospectus, the documents incorporated by reference herein and any prospectus supplement.
5
The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2024.
You should read this table in conjunction with our audited financial statements and notes thereto included in our 2023 Annual
Report, which are incorporated by reference herein.
|
U.S. dollars in thousands
|
As of
March 31, 2024 |
|||
|
Cash
|
$
|
10,056
|
||
|
Long term debt
|
62,702
|
|||
|
Shareholders’ equity:
|
$
|
|||
|
Share capital
|
-
|
|||
|
Additional paid-in capital
|
451,436
|
|||
|
Capital Reserves
|
1,444
|
|||
|
Accumulated deficit
|
(522,608
|
)
|
||
|
Total capitalization
|
$
|
(17,082
|
)
|
|
Unless otherwise stated, all information in this prospectus supplement, is based on
83,586,789 Ordinary Shares outstanding as of March 31, 2024, and does not include the following as of that date:
|
●
|
5,081,060 Ordinary Shares issuable upon the exercise of options to directors, employees and consultants under our equity incentive plan, outstanding as of such date, with exercise
prices ranging between NIS 0.000327 (approximately $0.1) to NIS 8.89 (approximately $2.54) per share;
|
|
●
|
6,036,444 Ordinary Shares issuable on the exercise of restricted share units granted to directors, employees, and consultants under our equity incentive plan, none of which were
vested as of such date;
|
|
●
|
3,882,496 Ordinary Shares reserved for future issuance under our equity incentive plan; and
|
|
●
|
14,329,792 Ordinary Shares issuable upon the exercise of warrants issued at an exercise price of $11.50.
|
6
Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of our
Ordinary Shares in this offering for working capital and general corporate purposes. The amounts and timing of our actual expenditures will depend upon numerous factors, including the timing, scope, progress and results of our research and
development efforts, regulatory and competitive environment and other factors that management believes are appropriate. Accordingly, our management will have broad discretion in applying the net proceeds of this offering. Pending application of
the net proceeds for the purposes as described above, we may invest the net proceeds in a variety of capital preservation investments, including short-term, interest-bearing securities, and U.S. government securities.
7
Authorized Capitalization
Our authorized share capital consists of 250,000,000 Ordinary Shares, no par value per share, of which, as of May 28, 2024,
84,622,654 Ordinary Shares are issued and outstanding.
All of our outstanding Ordinary Shares are validly issued, fully paid and non-assessable. Our Ordinary Shares are not redeemable and
do not have any preemptive rights. All Ordinary Shares have identical voting and other rights in all respects, unless otherwise determined pursuant to our Second Amended and Restated Articles of Association, or the Articles.
Our board of directors may determine the issue prices and terms for such Ordinary Shares or other securities and may further
determine any other provision relating to such issue of shares or securities. We may also issue and redeem redeemable securities on such terms and in such manner as our board of directors shall determine. The board of directors may make calls or
assessments upon shareholders with respect to any sum unpaid in respect of Ordinary Shares held by such shareholders which is not, the terms of allotment thereof or otherwise, payable at a fixed time.
Listing, Registration Number and Purpose
Our Ordinary Shares are listed and traded on the NYSE under the trading symbol “SATX.”
Our registration number with the Israeli Registrar of Companies is 51-613503-5. Our purpose as set forth in our Articles is to
engage in any lawful activity.
Voting Rights and Conversion
All Ordinary Shares have identical voting and other rights in all respects.
Transfer of Shares
Our fully paid Ordinary Shares are issued in registered form and may be freely transferred under our Articles unless the transfer is
restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our Ordinary Shares by non-residents of Israel is not restricted in any way by
our Articles 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.
Liability to Further Capital Calls
Our board of directors may make, from time to time, such calls as it may deem fit upon shareholders with respect to any sum unpaid
with respect to shares held by such shareholders which is not payable at a fixed time. Such shareholder shall pay the amount of every call so made upon him. Unless otherwise stipulated by the board of directors, each payment in response to a call
shall be deemed to constitute a pro rata payment on account of all shares with respect to which such call was made. A shareholder shall not be entitled to his rights as shareholder, including the right to dividends, unless such shareholder has
fully paid all the notices of call delivered to him, or which according to our Articles are deemed to have been delivered to it, together with interest, linkage and expenses, if any, unless otherwise determined by the board of directors.
8
Election of Directors
Our Ordinary Shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of
the voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements for external directors under the Israeli Companies Law 5759-1999, or the Companies Law.
Under our Articles, our board of directors must consist of no less than three and no more than 12 directors, including any external
directors required to be appointed by the Companies Law. Pursuant to our Articles, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple
majority vote of holders of our voting shares participating and voting at the relevant meeting. In addition, our Articles allow our board of directors to appoint new directors to fill vacancies on the board of directors if the number of directors
is below the maximum number provided in our Articles. Furthermore, under our Articles our directors other than external directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as
possible, of one-third of the total number of directors constituting the entire board of directors (other than the external directors). The election or re-election of directors following the expiration of the term of office of the directors of
that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one class of directors will expire. External directors
are elected for an initial term of three years, and may be elected for additional terms of three years each as provided in the Articles and pursuant to the Companies Law.
Dividend and Liquidation Rights
We may declare a dividend to be paid to the holders of our Ordinary Shares in proportion to their respective shareholdings. Under
the Companies Law, a repurchase of shares is considered a dividend distribution. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the
company’s articles of association provide otherwise. Our Articles 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 Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the
previous two years, according to our then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months prior to the date of the distribution, or we may distribute dividends that do
not meet such criteria only with court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will
prevent us from satisfying our existing and foreseeable obligations as they become due. Pursuant to regulations promulgated under the Companies Law, an Israeli company whose shares are listed outside of Israel is permitted to perform a
distribution by way of repurchasing its own shares, even if the earnings criteria are not met, without the need for court approval. This exemption is subject to certain conditions, including, among others: (i) the distribution meets the solvency
criteria; and (ii) no rejection was filed by any of the company’s creditors to the court. If any creditor objects to the distribution, the company will be required to obtain the court’s approval for the distribution.
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.
Shareholder Meetings
Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held
no later than 15 months after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in our Articles 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 Companies Law provides 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 the members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or
(b) 5% or more of our outstanding voting power, or the Non Exempted Holding. However, under a new exemption applicable as of March 12, 2024, the board of directors of an Israeli company whose shares are listed outside of Israel, shall convene a
special meeting at the request of one or more shareholders holding at least 10% of the issued and outstanding share capital instead of 5% in the past, and at least 1% of the voting rights in the company, or one or more shareholders holding at
least 10% of the voting rights in the company, provided that if the applicable law as applicable to companies incorporated in the country which the Company is listed for trade, establishes a right to demand convening of such a meeting for those
holding a percentage of holdings lower than 10%, then the Non Exempted Holding shall apply.
9
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting may request that the
board of directors include a matter in the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting. Under the new exemptions applicable as of March 12, 2024, one or
more shareholders of an Israeli company whose shares are listed outside of Israel, may request the company’s board of directors to include an appointment of a candidate for a position on the board of directors or the termination of a board
member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder hold at least 5% of the voting rights of the company (instead of 1% in the past).
Subject to the provisions of the 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 sixty days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions
regarding the following matters must be passed at a general meeting of our shareholders:
| • |
amendments to our articles of association;
|
| • |
appointment or termination of our auditors;
|
| • |
appointment of external directors;
|
| • |
approval of certain related party transactions;
|
| • |
increases or reductions of our authorized share capital;
|
| • |
mergers; and
|
| • |
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.
|
Under our Articles, we are not required to give notice to our registered shareholders pursuant to the Companies Law unless otherwise
required by law. The Companies Law requires that a notice of any annual general meeting or special general meeting be provided to shareholders 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, or as otherwise required under applicable law, notice must be provided at least 35 days prior to the meeting.
Under the Companies Law, shareholders are not permitted to take action by written consent in lieu of a meeting. Our Articles provide that a notice of general meeting shall be published by us on our website or any appropriate government agency, in
accordance with applicable rules and regulations of any stock market upon which our shares are listed.
Limitations on Liability and Indemnification of Directors and Officers
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli
company may exculpate in advance an office holder from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, but only if a provision authorizing such exculpation is included in
its articles of association. The Articles include such a provision. The Company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.
10
Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for
acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:
| • |
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to
such liability is provided in advance, then such an undertaking 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 according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above mentioned events and amount or criteria;
|
| • |
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 an offense that does not require proof of criminal intent; and
|
| • |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured
party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law.
|
Under the Companies Law and the Israeli Securities Law, a company may insure an office holder against the following liabilities
incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:
| • |
a breach of the duty of loyalty to the company, 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 the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder;
|
| • |
a financial liability imposed on the office holder in favor of a third party;
|
| • |
a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding;
|
| • |
expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.
|
Under the Companies Law, a company may not indemnify, exculpate, or insure an office holder against any of the following:
| • |
a breach of the 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 the 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 or forfeit levied against the office holder.
|
11
Under the Companies Law, exculpation, indemnification, and insurance of office holders must be approved by the audit committee and
the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval
and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders by the same special majority required to approve a
compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations. In addition, under regulations promulgated under the
Companies Law, the insurance of office holders of a company in which there is a controlling shareholder who is also an office holder, a board approval is also required, subject to meeting the aforesaid conditions.
The Articles permit us to exculpate, indemnify and ensure our office holders for any liability imposed on them as a consequence of
an act (including any omission) which was performed by virtue of being an office holder. The office holders are currently covered by a directors’ and officers’ liability insurance policy.
We had entered into agreements with each of our directors exculpating them, to the fullest extent permitted by law, from liability
to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based
on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.
The maximum indemnification amount set forth in such agreements is limited to an amount equal to the highest of (i) 10% of our
valuation (ii) 25 % of our total shareholders’ equity as reflected in our most recent consolidated financial statements prior to the date on which the indemnity payment is made and (iii) 10% of our total market capitalization calculated based on
the average closing prices of our Ordinary Shares over the 30 trading days prior to the actual payment, multiplied by the total number of our issued and outstanding shares as of the date of the payment (other than indemnification for an offering
of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder in such public offering). The maximum
amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third party pursuant to an indemnification arrangement.
In the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act is
against public policy and therefore unenforceable.
Exclusive Jurisdiction of Certain Actions
Unless we consent in writing to the selection of an alternative forum, the competent courts of Tel Aviv, Israel shall be the
exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed to the Company or its shareholders by any director, officer or other employee of the
Company , or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law.
Voting Rights
Quorum Requirements
Pursuant to our Articles, 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. Under our Articles, the quorum required for general meetings of shareholders consists of at least two shareholders present in person or by proxy (including by voting deed) holding 33-1∕3% or more
of the voting rights in the Company, which complies with the quorum requirements for general meetings under the NYSE rules. A meeting adjourned for lack of a quorum will generally be adjourned to the same day of the following week at the same
time and place, or to such other day, time or place as indicated by our board of directors if so specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy will constitute a lawful
quorum.
12
Vote Requirements
Our Articles provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the
Companies Law or by our Articles. Pursuant to our Articles, an amendment to our Articles regarding any change of the composition or election procedures of our directors will require a special majority vote (66-2∕3%). Under the Companies Law, each
of (i) an extraordinary transaction with a controlling shareholder or in which the controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of a controlling shareholder of the company or a controlling
shareholder’s relative (even if such terms are not extraordinary) and (iii) certain compensation-related matters, including with respect to compensation of directors and executive officers, requires the approval of each of (i) the audit
committee or the compensation committee with respect to the terms of the engagement of the Company, (ii) the board of directors and (iii) the shareholders, in that order. In addition, the special majority vote required for the actions in clauses
(i) and (ii) require either that (A) at least a majority of the shares of shareholders that do not have a personal interest in the proposal voted at the meeting are voted in favor (disregarding abstentions) or (B) the total number of shares of
shareholders who do not have a personal interest in such proposal does not exceed 2% of the aggregate voting rights in the company.
Certain transactions with respect to remuneration of our office holders and directors require further approvals. Under our Articles,
any change to the rights and privileges of the holders of any class of our shares requires a simple majority of the class so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to
such class), in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting. Another exception to the simple majority vote requirement is a resolution for the voluntary winding up, or
an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting
deed and voting on the resolution.
Access to Corporate Records
Under the Companies Law, shareholders may be provided access to minutes of our general meetings, our shareholders register and
principal shareholders register, our Articles, our financial statements and any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel Securities Authority. In addition, shareholders may request
to be provided with any document related to an action or transaction requiring shareholder approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or
if such denial is necessary to protect our interest or protect a trade secret or patent.
Modification of Class Rights
Under the Companies Law and our amended and restated articles of association, the rights attached to any class of share, such as
voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of
shares, in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting, as set forth in our amended and restated articles of association
13
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s 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 relevant class for the
purchase of all of the issued and outstanding shares of that 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, and more than half of the
shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the
shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such
shareholder accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value should be
paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
If (a) the shareholders who did not respond or accept the tender offer hold at least 5% of the issued and outstanding share capital
of the company or of the applicable class or the shareholders who accept the offer constitute less than a majority of the offerees that do not have a personal interest in the acceptance of the tender offer, or (b) the shareholders who did not
accept the tender offer hold 2% 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 the company’s
issued and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.
Special Tender Offer
The Companies Law provides that an acquisition of shares of an Israeli public 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. This requirement does not apply if there is already another holder of at least 25% of the voting rights in the
company. Similarly, the Companies Law provides that an acquisition of shares in a public 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 more than 45% of the voting
rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to certain exceptions.
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 the company’s 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 the company’s 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 (excluding the purchaser and its controlling
shareholder, holders of 25% or more of the voting rights in the company or any person having a personal interest in the acceptance of the tender offer or any other person acting on their behalf, including relatives and entities under such
person’s control). 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.
However, under a new exemption applicable as of March 12, 2024, the aforesaid limitations do not apply for an Israeli company whose
shares are listed outside of Israel, provided that the applicable law as applicable to companies incorporated in the country which the company is listed for trade, provide a restriction on the acquisition of control of any proportion of the
company or that the acquisition of control of any proportion requires the purchaser to also offer a purchase offer to shareholders from among the public.
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Merger
The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements of the
Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of its shares voted on the proposed merger at a shareholders meeting.
For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
votes 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 (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the
voting rights or the right to appoint 25% or more of the directors of the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a
personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.
If the transaction would have been approved by the shareholders of a merging company 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 to the parties to the merger and the consideration offered to the shareholders of the company.
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 the merging entities, and may further give instructions to secure the rights of creditors.
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of
the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
Anti-Takeover Measures under Israeli Law
The 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 with respect to voting, distributions or other matters and shares having preemptive rights. As of the date of this prospectus, no preferred shares are authorized under our Articles. In the future, if we
do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders
from realizing a potential premium over the market value of their Ordinary Shares. The authorization and designation of a class of preferred shares will require an amendment to our Articles, which requires the prior approval of the holders of a
majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be
subject to the requirements set forth in the Companies Law.
Borrowing Powers
Pursuant to the Companies Law and our Articles, our board of directors may exercise all powers and take all actions that are not
required under law or under our Articles to be exercised or taken by our shareholders. According to the Articles, we may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the
purposes of the Company. In addition, we may, by resolution of the Board, raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as we deem fit, and in particular by the
issue of debentures charged upon all or any part of our property (both present and future) including our unissued and/or its uncalled capital.
Changes in Capital
Our Articles permit us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law
and must be approved by a resolution duly adopted by our shareholders at a general meeting. 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, require the approval of both our board of directors and an Israeli court.
Transfer Agent and Registrar
The transfer agent and registrar for our Ordinary Shares is Continental Stock Transfer & Trust Company.
15
We may sell the Ordinary Shares being offered hereby in one or more of the following methods from time to time:
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a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the Ordinary 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 or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
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exchange distributions and/or secondary distributions;
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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to one or more underwriters for resale to the public or to investors;
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through agents;
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in an “at the market offering,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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directly to a purchaser pursuant to what is known as an “equity line of credit” as described below;
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transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; or
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through a combination of these methods of sale.
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The securities that we distribute by any of these methods may be sold, in one or more transactions, at:
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a fixed price or prices, which may be changed;
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market prices prevailing at the time of sale;
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prices related to prevailing market prices; or
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negotiated prices.
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We will set forth in a prospectus supplement the terms of the offering of securities, including:
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the name or names of any agents, dealers or underwriters;
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the purchase price of the Ordinary Shares being offered and the proceeds we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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the public offering price;
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any discounts or concessions allowed or re-allowed or paid to dealers; and
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any securities exchanges or markets on which such securities may be listed.
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If underwriters are used in the sale, they will acquire the Ordinary Shares for their own account and may resell the Ordinary Shares
from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the Ordinary Shares will be subject to the conditions set forth in
the applicable underwriting agreement. We may offer the Ordinary Shares to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the Ordinary Shares offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell Ordinary Shares directly or through agents we designate from time to time. We will name any agent involved in the
offering and sale of Ordinary Shares and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its
appointment.
We may also sell Ordinary Shares directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers and agents that participate in the distribution of the Ordinary Shares may be underwriters as defined in the
Securities Act and any discounts or commissions they receive from us and any profit on their resale of the Ordinary Shares may be treated as underwriting discounts and commissions under the Securities Act. We will identify in the applicable
prospectus supplement any underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities under
the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us in the ordinary course of their businesses.
In connection with an offering, an underwriter may purchase and sell Ordinary Shares in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Ordinary Shares than they are required to purchase in the offering.
Accordingly, to cover these short sales positions or to otherwise stabilize or maintain the price of the Ordinary Shares, the
underwriters may bid for or purchase Ordinary Shares in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed
if Ordinary Shares previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the Ordinary
Shares at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also affect the price of the Ordinary Shares to the extent that it discourages resale of the Ordinary Shares. The magnitude or
effect of any stabilization or other transactions is uncertain. These transactions may be effected on NYSE or otherwise and, if commenced, may be discontinued at any time.
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We are paying all of the expenses of the registration of our Ordinary Shares under the Securities Act, including, to the extent applicable,
registration and filing fees, printing fees and expenses and the legal fees of our counsel. We estimate these expenses to be approximately $77,760 which at the present time include the following categories of expenses:
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SEC registration fee
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14,760
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Legal fees and expenses
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50,000
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Accounting fees and expenses
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3,000
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Miscellaneous expenses
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$
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10,000
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Total
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$
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77,760
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In addition, we anticipate incurring additional expenses in the future in connection with the offering of our Ordinary Shares
pursuant to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
Certain legal matters concerning this prospectus will be passed upon for us by Sullivan & Worcester LLP, New York, New York.
Certain legal matters with respect to the legality of the issuance of the Ordinary Shares offered by this prospectus and other legal matters relating to Israeli law will be passed upon for us by Sullivan & Worcester Tel Aviv (Har-Even &
Co.), Tel Aviv, Israel. Additional legal matters may be passed upon for us, selling shareholders, any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.
The consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the three-year period then ended incorporated in
this prospectus have been so incorporated in reliance on the report of Ziv Haft, Certified Public Accountants, Isr., a BDO Member Firm, an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.
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We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the
Israeli experts named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially
all of our assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United
States.
We have been informed by our legal counsel in Israel, Sullivan & Worcester Tel Aviv (Har-Even & Co.), that it may 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 a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a
claim. In addition, even if an Israeli court agrees to hear a claim, 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, Israeli courts may enforce a U.S. judgment in a civil matter which,
subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that
among other things:
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the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private
international law currently prevailing in Israel;
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the judgment is final and is not subject to any right of appeal;
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the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts; however, the court may enforce a foreign
judgment, even without reciprocity, based on the request of the Attorney General, under certain circumstances;
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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the liabilities under the judgment are enforceable according to the laws of the State of Israel and the judgment and the enforcement of the civil liabilities set forth in the judgment
is not contrary to the law or public policy in Israel nor likely to impair the security or sovereignty of Israel;
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the judgment was not obtained by fraud, there was reasonable opportunity for the defendant to present their case, the judgment was given by an authorized court to issue it under the
applicable international private law rules in Israel, and the judgement does not conflict with any other valid judgments in the same matter between the same parties;
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an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court;
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the judgment is enforceable according to the law of the foreign state in which the relief was granted; and
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enforcement may be denied if it could harm the sovereignty or security of Israel.
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If a foreign judgment is declared enforceable by an Israeli court, it generally will be payable in Israeli currency. The conversion
to Israeli currency will be based on the latest official exchange rate published by the Bank of Israel before the payment date. However, the obligated party will fulfill its duty by the judgment even if they choose to make the payment in the same
foreign currency, subject to the laws governing the foreign currency applicable at that time.
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.
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The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we
are incorporating by reference as of their respective dates of filing are:
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Our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024;
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Our Reports on Form 6-K filed on March
29, 2024 (with respect to the first paragraph and the sections titled “Financial Highlights for the Full Year 2023,” “About SatixFy,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K), May 23, 2024, and May 23, 2024 (with respect to the first paragraph and the sections titled “Financial Highlights for the Full Year 2023,”
“About SatixFy,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K); and
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The description of our securities contained in our Registration Statement on Form 8-A filed with the SEC on October 27, 2022, as amended by Exhibit
2.4 to our 2023 Annual Report, and including any other amendments and reports filed for the purpose of updating such description.
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All subsequent annual reports on Form 20-F filed by us pursuant to the Exchange Act prior to the termination of the offering shall
be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Report on Form 6-K subsequently submitted by us to the SEC prior to the
termination of the offering by identifying in such Report on Form 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Report on Form 6-K so identified shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The information we incorporate by reference is an important part of this prospectus, and later information
that we file with the SEC will automatically update and supersede the information contained in this prospectus.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: 12 Hamada St., Rehovot 7670314, Israel, Attention: Interim
Chief Financial Officer.
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We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. 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 U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days 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 a Report on Form 6-K, unaudited interim financial information.
We maintain a corporate website at www.satixfy.com. We will post on our website any materials required to be so posted on such
website under applicable corporate or securities laws and regulations, including any notices of general meetings of our shareholders.
The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the
Internet at http://www.sec.gov. Information contained on, or that can be accessed through, our website and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses in this
prospectus solely as inactive textual references.
This prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by
the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect to us and the Ordinary Shares
offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus supplement about the contents of any
contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read
the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
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Up to $7,145,000 of Ordinary Shares
SatixFy Communications Ltd.
PROSPECTUS SUPPLEMENT
A.G.P.
, 2024