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    SEC Form S-8 filed by Mobilicom Limited

    1/14/25 7:27:58 AM ET
    $MOB
    Aerospace
    Industrials
    Get the next $MOB alert in real time by email
    S-8 1 ea0227208-s8_mobilicom.htm REGISTRATION STATEMENT

    As filed with the Securities and Exchange Commission on January 14, 2025

    Registration No. 333-            

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM S-8
    REGISTRATION STATEMENT

    UNDER
    THE SECURITIES ACT OF 1933

     

    MOBILICOM LIMITED

    (Exact Name of Registrant as Specified in its Charter)

     

    Not Applicable

    (Translation of Registrant’s Name into English)

     

    Australia   3721   Not Applicable
    (State or other jurisdiction of
    incorporation or organization)
      (Primary Standard Industrial
    Classification Code Number)
      (I.R.S. Employer
    Identification No.)

     

    1 Rakefet Street, Shoham, Israel 6083705

    +972 (77) 710 30 60

    (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

     

    Mobilicom Limited Employee Security Incentive Plan

    (Full title of the plan)

     

    Mobilicom Inc.

    1007 N. Orange Street

    Wilmington, Delaware

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

    Copies to:

     

    David Huberman, Esq.

    Greenberg Traurig, P.A.

    One Azrieli Center

    Round Tower, 30th floor

    132 Menachem Begin Rd
    Tel Aviv, Israel 6701101
    Telephone: +972 (0) 3.636.6033

     

    Patrick Gowans

    QR Lawyers

    Level 6, 400 Collins Street

    Melbourne, VIC 3000, Australia
    Tel: +61 3 8692-9000
    Fax: +61 3 8692-9040

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐   Accelerated filer ☐
    Non-accelerated filer ☒   Smaller reporting company ☐
          Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

     

     

     

     

     

    PART 1

     

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     

    ITEM 1. PLAN INFORMATION*

     

    ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     

      * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Mobilicom Limited Employee Security Incentive Plan, as amended, covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

     

    1

     

    PART II

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     

    The following documents filed with the Securities and Exchange Commission (the “SEC”) by Mobilicom Limited (the “Registrant”) are incorporated herein by reference.

     

    (1) The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 25, 2024;

     

    (2) The Registrant’s Reports on Form 6-K filed with the SEC on January 9, 2024, January 24, 2024, January 26, 2024, January 30, 2024, March 26, 2024, April 3, 2024, April 9, 2024, April 18, 2024, April 23, 2024, May 14, 2024, May 28, 2024, May 31, 2024, June 18, 2024, June 28, 2024, July 1, 2024, July 22, 2024 and September 9, 2024; and

     

    (3) The description of our ordinary shares contained in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023, including any amendment or report filed with the SEC for the purpose of updating such description. 

     

    In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post- effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

     

    Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

     

    ITEM 4. DESCRIPTION OF SECURITIES

     

    Not applicable.

     

    ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     

    Not applicable.

     

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     

    Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:

     

    ●a liability owed to the company or a related body corporate of the company;

     

    ●a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA or 1317HB of the Australian Corporations Act 2001;

     

    ●a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or

     

    II-1

     

    ●legal costs incurred in defending an action for a liability incurred as an officer or director of the company if the costs are incurred:

     

    ●in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above;

     

    ●in defending or resisting criminal proceedings in which the officer or director is found guilty;

     

    ●in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or

     

    ●in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief. 

     

    Constitution. Our Constitution provides, except to the extent prohibited by the law and the Corporations Act, for the indemnification of every person who is or has been an officer or a director of the company or related entities (and in certain instances, subject to approval by the Board, employees, former employees, auditors and former auditors) against liability incurred by that person as an officer or director excluding:

     

    ●in defending or resisting criminal proceedings in which the relevant person is found guilty;

     

    ●in defending or resisting proceedings bought by the Australian Securities Investments Commission or a liquidator for a Court order if the grounds for making the order are found by a Court to be established; or

     

    ●in connection with proceedings for relief by the relevant person under the Corporations Act in which the Court denies relief. 

     

    This includes any liability incurred by that person in their capacity as an officer or director of a subsidiary of the company where the company requested that person to accept that appointment.

     

    Indemnification Agreements. Pursuant to Deeds of Access, Insurance and Indemnity, the forms of which are filed as exhibits to our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 25, 2024, we have agreed to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director.

     

    SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

     

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 

     

    Not applicable.

     

    ITEM 8. EXHIBITS

     

    See attached Exhibit Index.

     

    II-2

     

    ITEM 9. UNDERTAKINGS

     

    (a) The undersigned Registrant hereby undertakes:

     

    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     

    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

     

    (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

     

    (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     

    provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in this registration statement.

     

    (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     

    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     

    (4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

     

    (b) The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     

    (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     

    II-3

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shoham, Israel, on January 14, 2025.

     

      MOBILICOM LIMITED
         
      By: /s/ Oren Elkayam
      Name:  Oren Elkayam
      Title: Chief Executive Officer

     

    POWER OF ATTORNEY

     

    Each of the undersigned officers and directors of Mobilicom Limited hereby severally constitutes and appoints Oren Elkayam and Liad Gelfer, the true and lawful attorney with full power to them, to sign for the undersigned and in his or her name in the capacities indicated below, any and all amendments, including the post-effective amendments, to this Registration Statement, and generally to do all such things in the undersigned’s name and behalf in such capacities to enable Mobilicom Limited to comply with the applicable provisions of the Securities Act of 1933, as amended, and all rules and regulation thereunder, and all requirements of the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms all that said attorneys or any of them shall lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

     

    Signatures     Title     Date
             
    /s/ Oren Elkayam  

    Chairman of the Board of Directors,

    Chief Executive Officer of Mobilicom Ltd. (Israel)

    (Principal Executive Officer)

      January 14, 2025
    Oren Elkayam      
             
    /s/ Liad Gelfer  

    Director of Finance of Mobilicom Ltd. (Israel)

    (Principal Financial Officer and Principal Accounting Officer)

      January 14, 2025
    Liad Gelfer      
             
    /s/ Yossi Segal   Director   January 14, 2025
    Yossi Segal        
             
    /s/ Campbell McComb   Director   January 14, 2025
    Campbell McComb        
             
    /s/ Jonathan Brett   Director   January 14, 2025
    Jonathan Brett        

     

    II-4

     

    AUTHORIZED REPRESENTATIVE

     

    Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Mobilicom Limited has signed this registration statement in the city of Wilmington, the State of Delaware, on January 14, 2025.

     

      Mobilicom Inc.
         
      By:  /s/ Oren Elkayam
        Name: Oren Elkayam
        Title: Director

     

    II-5

     

    EXHIBIT INDEX 

     

    Exhibit
    Number
      Description of Exhibit
    3.1   Constitution of Mobilicom Limited (included as Exhibit 3.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on April 27, 2022 and incorporated herein by reference)
    3.2   Form of Deposit Agreement between the registrant, the Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder (filed as Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on June 6, 2022, and incorporated herein by reference)
    3.3   Specimen American Depositary Receipt (included in Exhibit 4.1)  (filed as Exhibit 4.2 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on June 6, 2022, and incorporated herein by reference)
    5.1*   Opinion of QR Lawyers, Australian counsel to the Registrant (including consent)
    23.1*   Consent of Ziv Haft (BDO Member Firm), independent registered public accounting firm with respect to financial statements of the Registrant
    23.2*   Consent of QR Lawyers, Australian counsel to the Registrant (included in Exhibit 5.1)
    24.1*   Power of Attorney (included on the signature page of this Registration Statement)
    99.1*   Mobilicom Limited Employee Security Incentive Plan
    107*   Filing Fee Table

     

    * Filed herewith.

     

     

    II-6

     

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