SEC Form 8-A12B filed by Perion Network Ltd.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

PERION NETWORK LTD.

(Exact name of registrant as specified in its charter)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates: _____ (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

N/A

(Title of class)

 

Item 1. Description of Registrant’s Securities to be Registered.

 

On April 3, 2025, the Board of Directors of Perion Network Ltd. (the “Company”) approved the issuance by the Company of one special purchase right (a “Right”), for each ordinary share, par value 0.03 New Israeli Shekels per share, of the Company (“Ordinary Share”) outstanding at the close of business on April 14, 2025, to the shareholders of record on that date. In connection with the issuance of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of April 3, 2025, between the Company and Equiniti Trust Company, LLC, as rights agent.

 

Each Right entitles the registered holder thereof to purchase from the Company one half Ordinary Share at a price of $0.01 per Ordinary Share, subject to adjustment, once the Rights become exercisable, and subject to the exercise terms and conditions thereof described in the Rights Agreement.

 

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth in the “Contents” of the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”) on April 3, 2025 (the “Form 6-K”), and is qualified in its entirety by reference to the full text of the Rights Agreement, which serves as Exhibit 4.1 to the Form 6-K.

 

Item 2. Exhibits.

 

(d) Exhibits

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Date: April 3, 2025

 

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