Title of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum
Offering Price
Per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration
Fee(2)
|
||||||||||||
Ordinary shares, NIS 0.03 par value per share
|
8,372,092
|
$
|
21.50
|
$
|
179,999,978.00
|
$
|
16,686.00
|
(1) |
Includes 1,092,012 shares of common stock issuable upon exercise of the underwriters' option to purchase additional shares of common stock.
|
(2) |
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
|
Per Share
|
Total
|
|||||||
Public offering price
|
$
|
21.50 |
$
|
156,521,720 |
||||
Underwriting discounts and commissions(1)
|
$
|
1.075 |
$
|
7,826,086 |
||||
Proceeds to us (before expenses)
|
$
|
20.425 |
$
|
148,695,634 |
||||
Joint Book-Running Managers
|
||
Oppenheimer & Co.
|
Stifel
|
Raymond James
|
Co-Managers
|
||
Roth Capital Partners |
Lake Street |
S-1
|
|
S-3
|
|
S-5
|
|
S-6
|
|
S-8
|
|
S-10
|
|
S-11
|
|
S-12
|
|
S-19
|
|
S-28
|
|
S-28
|
|
S-29
|
|
S-30
|
ii
|
|
1
|
|
2
|
|
3
|
|
5 | |
6 | |
11 | |
12 |
|
13 |
|
14 |
|
15 | |
18 | |
21 | |
22 | |
23 | |
24
|
|
25
|
|
26 |
1. |
Operational Savings – Shared Resources
|
2. |
Traffic Acquisition Costs (TAC) Optimization
|
3. |
Customer Value
|
4. |
Dynamic Market Flexibility
|
5. |
Creative Excellence
|
• |
The growth in search driven by the growing shift to ecommerce, as pandemic behaviors become normalized.
|
• |
The move towards in-house advertising
|
• |
The inevitable disappearance of the cookie in an increasing privacy-centric world and the corresponding imperative of first-party data; and
|
• |
The need for high-engagement creative in what is called the “Attention Economy.”
|
Ordinary shares offered by us
|
7,280,080 ordinary shares (8,372,092 ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full).
|
Public offering price
|
$21.50 per ordinary share.
|
Option to purchase additional shares
|
We have granted the underwriters an option for a period of 30 days after the date of this prospectus supplement to purchase up to 1,092,012 additional ordinary shares.
|
Ordinary shares to be outstanding after this offering
|
42,088,794 ordinary shares (43,180,806 ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full).
|
Use of proceeds
|
We intend to use the net proceeds from this offering as additional working capital, for funding the growth of our business, including, potentially, funding any merger or acquisition opportunities that may arise with companies that have
products, services and technologies that are complementary to ours, and for general corporate purposes. See “Use of Proceeds” for more information.
|
Dividend policy
|
We do not currently intend to pay cash dividends on our ordinary shares for the foreseeable future. However, if we do pay a cash dividend on our ordinary shares in the future, we will pay such dividend out of our profits (subject to
solvency requirements) as permitted under the laws of Israel. Our board of directors has complete discretion regarding the declaration and payment of dividends.
|
Risk factors
|
See “Risk Factors” and the other information included in this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares.
|
Nasdaq Global Select Market and Tel Aviv Stock Exchange trading symbol
|
“PERI.”
|
● |
2,501,476 ordinary shares issuable upon the exercise of outstanding options under our Equity Incentive Plan, as amended, formerly known as the 2003 Israeli Share Option Plan, or the Incentive Plan, at a weighted average exercise price
of $5.32 per share;
|
● |
2,232,518 ordinary shares issuable upon the exercise issuable upon the vesting of restricted share units outstanding under our Incentive Plan;
|
● |
435,701 ordinary shares available for future grant under our Incentive Plan; and
|
● |
115,339 ordinary shares held by the Company.
|
● |
no exercise of the outstanding options described above after September 30, 2021;
|
● |
no vesting of the restricted share units described above after September 30, 2021; and
|
● |
does not take into account the exercise of the underwriters’ option to purchase up toadditional ordinary shares granted to the underwriters by us or the exercise of the outstanding options or issuance of ordinary shares upon the
vesting of outstanding restricted share units.
|
Year ended December 31,
|
Nine months Ended September 30,
|
|||||||||||||||||||
(U.S. dollars in thousands, except share and per share data)
|
||||||||||||||||||||
2018
|
2019
|
2020
|
2020
|
2021
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Display Advertising
|
$
|
125,977
|
$
|
87,863
|
$
|
148,698
|
$
|
80,298
|
$
|
165,146
|
||||||||||
Search Advertising
|
126,868
|
173,587
|
179,365
|
129,509
|
155,377
|
|||||||||||||||
Total Revenues
|
252,845
|
261,450
|
328,063
|
209,807
|
320,523
|
|||||||||||||||
Costs and Expenses:
|
||||||||||||||||||||
Cost of revenues
|
23,757
|
25,520
|
22,477
|
15,938
|
17,879
|
|||||||||||||||
Traffic acquisition costs and media buy
|
128,351
|
135,891
|
197,626
|
122,817
|
194,676
|
|||||||||||||||
Research and development
|
18,884
|
22,585
|
30,880
|
22,400
|
26,103
|
|||||||||||||||
Selling and marketing
|
38,918
|
34,736
|
39,085
|
27,368
|
36,410
|
|||||||||||||||
General and administrative
|
16,450
|
14,999
|
15,819
|
11,759
|
14,055
|
|||||||||||||||
Restructuring charges
|
2,075
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation and amortization
|
9,719
|
9,711
|
9,923
|
7,248
|
6,299
|
|||||||||||||||
Total Costs and Expenses
|
238,154
|
243,442
|
315,810
|
207,530
|
295,422
|
|||||||||||||||
Income from Operations
|
14,691
|
18,008
|
12,253
|
2,277
|
25,101
|
|||||||||||||||
Financial expense, net
|
3,794
|
3,470
|
2,638
|
1,192
|
116
|
|||||||||||||||
Income before Taxes on Income
|
10,897
|
14,538
|
9,615
|
1,085
|
24,985
|
|||||||||||||||
Taxes on income (benefit)
|
2,776
|
1,645
|
(610
|
)
|
(138
|
)
|
3,974
|
|||||||||||||
Net Income
|
$
|
8,121
|
$
|
12,893
|
$
|
10,225
|
$
|
1,223
|
$
|
21,011
|
||||||||||
Net Earnings per Share:
|
||||||||||||||||||||
Basic
|
$
|
0.31
|
$
|
0.50
|
$
|
0.38
|
$
|
0.05
|
$
|
0.63
|
||||||||||
Diluted
|
$
|
0.31
|
$
|
0.49
|
$
|
0.36
|
$
|
0.04
|
$
|
0.57
|
||||||||||
Weighted average number of shares:
|
||||||||||||||||||||
Basic
|
25,850,067
|
25,965,357
|
26,687,145
|
26,600,837
|
33,605,215
|
|||||||||||||||
Diluted
|
25,855,225
|
26,357,585
|
28,797,747
|
28,318,091
|
36,866,637
|
● |
negative fluctuations in our quarterly revenues and earnings or those of our competitors;
|
● |
pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock–ups with respect to significant amounts of our ordinary shares;
|
● |
shortfalls in our operating results compared to levels forecast by us or securities analysts;
|
● |
changes in our senior management;
|
● |
changes in regulations or in policies of search engine companies or other industry conditions;
|
● |
mergers and acquisitions by us or our competitors;
|
● |
technological innovations;
|
● |
the introduction of new products;
|
● |
the conditions of the securities markets, particularly in the Internet and Israeli sectors; and
|
● |
political, economic and other developments in Israel and worldwide.
|
● |
Our advertising customers may reduce or terminate their business relationship with us at any time. If customers representing a significant portion of our revenue reduce or terminate their relationship
with us, it could have a material adverse effect on our business, financial condition and results of operations.
|
● |
Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly impair our ability to
operate in this industry.
|
● |
We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner.
|
● |
The advertising industry is highly competitive. If we cannot compete effectively and overcome the technological gaps in this market, our revenues are likely to decline.
|
● |
Increased availability of advertisement-blocking technologies could limit or block the delivery or display of advertisements by our solutions, which could undermine the viability of our
business.
|
● |
Our search solution depends heavily upon revenues generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial
condition and results of operations.
|
● |
Our search revenue business is highly reliant upon a small number of publishers, who account for the substantial majority of pay-outs to publishers and generate most of our revenues. If we
were to lose all or a significant portion of those publishers, our revenues and results of operations would be materially adversely affected.
|
● |
Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their guidelines,
technology or the way they operate, our ability to generate revenues from our users’ search activity could be significantly reduced.
|
● |
The global COVID-19 health pandemic has begun to adversely affect and could potentially severely affect, our business, results of operations and financial condition due to impacts on our
industry, as well as impacts from remote work arrangements, actions taken to contain the virus or treat its impact, and the speed and extent of the recovery.
|
● |
A loss of the services of our senior management and other key personnel could adversely affect execution of our business strategy.
|
● |
We have acquired and may continue to acquire other businesses. These acquisitions divert a substantial part of our resources and management attention and have in the past and
could in the future, cause further dilution to our shareholders and adversely affect our financial results.
|
● |
Our share price has fluctuated significantly and could continue to fluctuate significantly.
|
● |
Our financial performance may be materially adversely affected by information technology, insufficient cyber security and other business disruptions.
|
● |
If we fail to detect or prevent suspicious traffic or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the
confidence of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
|
● |
We depend on third party internet, telecommunication and hosting providers to operate our platforms, websites and services. Temporary failure of these services, including
catastrophic or technological interruptions, would materially reduce our revenues and damage our reputation, and securing alternate sources for these services could significantly increase our expenses
and be difficult to obtain.
|
● |
Regulatory, legislative, or self-regulatory developments relating to e-commerce, Internet advertising, privacy and data collection and protection, and uncertainties
regarding the application or interpretation of existing laws and regulations, could harm our business.
|
● |
Our proprietary information and intellectual property may not be adequately protected and thus our technology may be unlawfully copied by or disclosed to other third
parties
|
● |
Our business is significantly reliant on the North American market. Any material adverse change in that market could have a material adverse effect on our results
of operations.
|
● |
Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the
uncertainty surrounding their potential effects, could adversely affect our results of operations and share price.
|
● |
Political, economic and military instability in the Middle East may impede our ability to operate and harm our financial results.
|
● |
on an actual basis; and
|
● |
on an as adjusted basis to give effect to this offering and the receipt of the estimated net proceeds to us therefrom.
|
As of September 30, 2021 |
||||||||
Actual | As-adjusted | |||||||
U.S. dollars in thousands
|
||||||||
Cash and cash equivalents
|
$
|
96,210
|
$ | 243,457 |
||||
Current maturities of long-term loan
|
||||||||
Long-term loan
|
||||||||
Shareholders’ equity:
|
||||||||
Ordinary shares, of NIS 0.03 par value: 43,333,333 shares authorized (actual and as-adjusted);
|
||||||||
34,924,053 shares issued and 34,808,714 shares outstanding (actual) and 42,204,133 shares issued and 42,088,794 shares
outstanding (as-adjusted)
|
$
|
290
|
$ | 360 |
||||
Additional paid in capital
|
321,500
|
468,677 |
||||||
Treasury shares at cost: 115,339 shares (actual and as-adjusted)
|
(1,002
|
)
|
(1,002 |
) |
||||
Accumulated other comprehensive income
|
(102
|
)
|
(102 |
) | ||||
Accumulated deficit
|
(46,134
|
)
|
(46,134 |
) |
||||
|
||||||||
Total shareholders’ equity
|
274,552
|
421,799 |
||||||
Total capitalization
|
$
|
274,552
|
$
|
421,799 |
● |
2,501,476 ordinary shares issuable upon the exercise of outstanding options under our Equity Incentive Plan, as amended,
formerly known as the 2003 Israeli Share Option Plan, or the Incentive Plan, at a weighted average exercise price of $5.32 per share;
|
● |
2,232,518 ordinary shares issuable upon the exercise issuable upon the vesting of
restricted share units outstanding under our Incentive Plan;
|
● |
435,701 ordinary shares available for future grant under our Incentive Plan; and
|
● |
115,339 ordinary shares held by the Company.
|
● |
a financial institution;
|
● |
a dealer or trader in securities that uses a mark-to-market method of tax accounting;
|
● |
a person that holds ordinary shares as part of a straddle, integrated or similar transaction;
|
● |
a person whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
|
● |
a partnership or an entity classified as a partnership for U.S. federal income tax purposes or a partner therein;
|
● |
a tax-exempt entity, an “individual retirement account” or a “Roth IRAs”;
|
● |
certain U.S. expatriates or former long-term residents of the United States;
|
● |
a person that own or is deemed to own 10% or more of our stock by voting power or value; or
|
● |
a person that holds ordinary shares in connection with a trade or business conducted outside the United States.
|
● |
a citizen or individual resident of the United States;
|
● |
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
|
● |
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
|
Underwriter
|
Number of
Ordinary Shares
|
|||
Oppenheimer & Co. Inc.
|
2,548,028 |
|||
Stifel, Nicolaus & Company, Incorporated
|
2,002,022 |
|||
Raymond James & Associates, Inc.
|
2,002,022 | |||
Roth Capital Partners, LLC
|
364,004 |
|||
Lake Street Capital Market, LLC
|
364,004 |
|||
Total
|
Per Ordinary Share | Total Without Exercise of Underwriters’ Option |
Total With Full Exercise of Underwriters’ Option |
||||||||||
Public offering price
|
$
|
21.50
|
$
|
156,521,720 |
$
|
179,999,978 |
||||||
Underwriting discounts and commissions (1)
|
$
|
1.075 |
$
|
7,826,086 |
$
|
8,999,999 |
||||||
Proceeds, before expenses, to us
|
$
|
20.425 |
$
|
148,695,634 |
$
|
170,999,979 |
● |
transfers of ordinary shares as a gift;
|
● |
transfers or dispositions of ordinary shares to any trust for the direct or indirect benefit of the lock-up signatory or any member of the immediate family of the lock-up signatory;
|
● |
transfers or dispositions of ordinary shares to affiliates (within the meaning set forth in Rule 405 under the Securities Act);
|
● |
transfers of ordinary shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the lock-up signatory;
|
● |
transfers or dispositions of securities to satisfy tax withholding obligations upon exercise or vesting of options or equity awards;
|
● |
transfers of ordinary shares made by operation of law (including pursuant to divorce settlements);
|
● |
the exercise of options, warrants, restricted share or restricted share units granted pursuant to our equity incentive plans and outstanding on the date of this prospectus;
|
● |
transfers of ordinary shares made upon completion of a bona fide third-party tender offer;
|
● |
the entry by the lock-up signatory into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act;
|
● |
transfers of ordinary shares to the Company in connection with the termination of the employment (or other service relationship) of the lock-up signatory;
|
● |
transfers by the lock-up signatory to its investment manager or advisor with discretionary authority over the lock-up signatory’s investments;
|
● |
transfers of ordinary shares, or other securities convertible into or exercisable or exchangeable for ordinary shares, in each case acquired in open market transactions after completion of the offering; or
|
● |
transfers, sale or disposition in the aggregate of up to 15% of the ordinary shares beneficially owned by the lock-up signatory, outstanding options, restricted stock and restricted stock units as of the date hereof; and
|
● |
transactions pursuant to any trading plan pursuant to Rule 10b5-1 under the Exchange Act entered into prior to the date hereof
|
● |
in the case of transfers or dispositions pursuant the first, second, third, fourth, sixth or eleventh bullets above, it shall be a condition to the transfer or disposition that the transferee agrees to be bound in writing to the
restrictions set forth above;
|
● |
in the case of transfers or dispositions pursuant to the first, second, third, fourth, sixth or eleventh bullets above, such transfer shall not involve a disposition for value;
|
● |
in the case of transfers or distributions pursuant to the first, second, third, fourth, fifth, seventh, eleventh or twelfth bullets, no filing under the Exchange Act or other public announcement shall be required or made voluntarily
during the lock-up period in connection with such transfer or distribution (other than (x) a filing on a Form 5 or Form 4 made after the expiration of the lock-up period, and (y) a required filing on Schedule 13D, Schedule 13G or Form 13F
under the Exchange Act if the undersigned is not an officer or director of the Company, so long as such required filing includes a statement to the effect that (A) such transaction reflects the circumstances described herein and (B) the
ordinary shares received or transferred are subject to the lock-up agreement (as applicable);
|
● |
in the case of the ninth bullet above, such trading plan does not provide for any sales or other dispositions of ordinary shares during the lock-up period, except as allowed under the thirteenth bullet above and no public announcement
or filing under the Exchange Act or otherwise is made by or on behalf of the lock-up signatory or the Company regarding the establishment of, or sales under, such plan during the lock-up period (other than a required filing on Schedule
13D, Schedule 13G or Form 13F under the Exchange Act, so long as such required filing includes a statement to the effect that the lock-up signatory is not permitted to transfer, sell or otherwise dispose of more than 15% of such lock-up
signatory’s ordinary shares, outstanding options, restricted stock and restricted stock units, taken as whole, during the lock-up period);
|
● |
in the case of the thirteenth bullet above, no public announcement or filing under the Exchange Act or otherwise is made by or on behalf of the lock-up signatory or the Company regarding such transfers, sales or dispositions (other
than a required filing on Schedule 13D, Schedule 13G or Form 13F under the Exchange Act, so long as such required filing includes a statement to the effect that the lock-up signatory is not permitted to transfer, sell or otherwise dispose
of more than 15% of such lock-up signatory’s ordinary shares, outstanding options, restricted stock and restricted stock units, taken as a whole, during the lock-up period); and
|
● |
in the case of the fourteenth bullet above, any filing under the Exchange Act that is made in connection with any such sales during the lock-up Period shall state that such sales have been executed under a trading plan pursuant to Rule
10b5-1 under the Exchange Act, and shall also state the date such trading plan pursuant to Rule 10b5-1 under the Exchange Act was adopted.
|
● |
Stabilizing transactions - the representatives may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the ordinary shares, so long as stabilizing bids do not exceed a specified maximum;
|
● |
Over-allotments and syndicate covering transactions - the underwriters may sell more ordinary shares in connection with this offering than the number of ordinary shares that they have committed to purchase. This over-allotment creates
a short position for the underwriters. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment
option to purchase additional ordinary shares in this offering described above. The underwriters may close out any covered short position either by exercising its over-allotment option or by purchasing ordinary shares in the open market.
To determine how they will close the covered short position, the underwriters will consider, among other things, the price per ordinary share available for purchase in the open market, as compared to the price at which they may purchase
ordinary shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing ordinary shares in the open market. A
naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price per ordinary share that could adversely affect investors who purchase
ordinary shares in this offering;
|
● |
Penalty bids - if the representatives purchases ordinary shares in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriters and selling group members who
sold those ordinary shares as part of this offering; and
|
● |
Passive market making - market makers in the ordinary shares who are underwriters or prospective underwriters may make bids for or purchases of ordinary shares, subject to limitations, until the time, if ever, at which a stabilizing
bid is made.
|
A. |
to any legal entity which is a “qualified investor” as defined in the Prospectus Regulation;
|
B. |
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) per Relevant State, subject to obtaining the prior consent of the underwriters for any such offer; or
|
C. |
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of securities shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
|
(a) |
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor; or
|
(b) |
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(a) |
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(b) |
where no consideration is or will be given for the transfer;
|
(c) |
where the transfer is by operation of law;
|
(d) |
as specified in Section 276(7) of the SFA; or
|
(e) |
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
|
● |
to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;
|
● |
to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;
|
● |
to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares before the allotment of those shares (disregarding any amounts payable, or paid, out of money lent by the issuer or any
associated person of the issuer); or
|
● |
in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).
|
● |
our Annual Report on Form 20-F for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021;
|
● |
our reports on Form 6-K, furnished to the SEC on May 4, 2021 (relating solely to the GAAP financial statements tables for the quarter
ended March 31, 2021 contained in the press release attached as Exhibit 99.1 thereto), August 31, 2021, October 26, 2021 – Report No. 3 (relating solely to the GAAP financial statements tables for the quarter ended September 30, 2021 contained
in the press release attached as Exhibit 99.1 thereto) and October 26, 2021- Report No. 4; and
|
● |
the description of our ordinary shares contained in (i) Item 1 of the Registration Statement on Form 8-A, File No. 000-51694, filed with the SEC on December 22, 2005, which incorporates by reference the description of our ordinary
shares set forth under the caption “Description of Share Capital” in the preliminary prospectus included in the registration statement on Form F-1 (File No. 333-129246) filed with the SEC on October 25, 2005, as updated by (ii) Exhibit
2.1 to the 2020 annual report, and any amendment or report filed for the purpose of further updating that description.
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Our advertising customers may reduce or terminate their business relationship with us at any time. If customers representing a significant portion of our revenue reduce or terminate
their relationship with us, it could have a material adverse effect on our business, financial condition and results of operations.
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Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly impair
our ability to operate in this industry.
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We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner.
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The advertising industry is highly competitive. If we cannot compete effectively and overcome the technological gaps in this market, our revenues are likely to decline.
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Increased availability of advertisement-blocking technologies could limit or block the delivery or display of advertisements by our solutions, which could undermine the viability of
our business.
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Our search solution depends heavily upon revenues generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business,
financial condition and results of operations.
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Our search revenue business is highly reliant upon a small number of publishers, who account for the substantial majority of pay-outs to publishers and generate most of our
revenues. If we were to lose all or a significant portion of those publishers, our revenues and results of operations would be materially adversely affected.
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Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their guidelines,
technology or the way they operate, our ability to generate revenues from our users’ search activity could be significantly reduced.
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The global COVID-19 health pandemic has begun to adversely affect and could potentially severely affect, our business, results of operations and financial condition due to impacts
on our industry, as well as impacts from remote work arrangements, actions taken to contain the virus or treat its impact, and the speed and extent of the recovery.
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A loss of the services of our senior management and other key personnel could adversely affect execution of our business strategy.
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We have acquired and may continue to acquire other businesses. These acquisitions divert a substantial part of our resources and management attention and have in the past and could
in the future, cause further dilution to our shareholders and adversely affect our financial results.
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Our share price has fluctuated significantly and could continue to fluctuate significantly.
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Our financial performance may be materially adversely affected by information technology, insufficient cyber security and other business disruptions.
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If we fail to detect or prevent suspicious traffic or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence
of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
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We depend on third party Internet, telecommunication and hosting providers to operate our platforms, websites and services. Temporary failure of these services, including
catastrophic or technological interruptions, would materially reduce our revenues and damage our reputation, and securing alternate sources for these services could significantly increase our expenses and be difficult to obtain.
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Regulatory, legislative, or self-regulatory developments relating to e-commerce, Internet advertising, privacy and data collection and protection, and uncertainties regarding the
application or interpretation of existing laws and regulations, could harm our business.
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Our proprietary information and intellectual property may not be adequately protected and thus our technology may be unlawfully copied by or disclosed to other third parties.
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Our business is significantly reliant on the North American market. Any material adverse change in that market could have a material adverse effect on our results of operations.
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Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding
their potential effects, could adversely affect our results of operations and share price.
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Political, economic and military instability in the Middle East may impede our ability to operate and harm our financial results.
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amendments to our articles of association;
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appointment or termination of our auditors;
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appointment and dismissal of external directors (if applicable);
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approval of acts and transactions requiring general meeting approval pursuant to the Companies Law;
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director compensation and compensation of the principal executive officer (subject to certain exceptions);
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increases or reductions of our authorized share capital;
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a merger;
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the exercise of our board of directors’ 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; and
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authorization of the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such authority; or authorization of the company’s
chief executive officer or his relative to act as the chairman of the board of directors or act with such authority.
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the title of the series;
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the aggregate principal amount;
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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any limit on the aggregate principal amount;
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the date or dates on which principal is payable;
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the interest rate or rates (which may be fixed or variable) and/or, if applicable, the method used to determine such rate or rates;
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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the place or places where principal and, if applicable, premium and interest is payable;
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
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whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
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the currency of denomination;
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which exchange rate with
respect to such payments will be determined;
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index or financial
index, then the manner in which such amounts will be determined;
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the provisions, if any, relating to any collateral provided for such debt securities;
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any events of default, and any provisions that require us to provide periodic evidence of the absence of a default or of compliance with the terms of the indenture;
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the terms and conditions, if any, for conversion into or exchange for our ordinary shares;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our Company.
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies in which the price of such warrants will be payable;
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the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the
foregoing, purchasable upon exercise of such warrants;
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the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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the terms of the units and of the warrants, debt securities, preferred shares and/or common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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a limited-purpose trust company organized under the New York Banking Law;
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a “banking organization” within the meaning of the New York Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
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a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at
a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
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an event of default has occurred and is continuing with respect to such series of securities,
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through agents;
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to or through one or more underwriters on a firm commitment or agency basis;
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through put or call option transactions relating to the securities;
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to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
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through privately negotiated transactions;
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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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directly to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm commitment or best
efforts basis;
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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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transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;
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transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
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through any other method permitted pursuant to applicable law; or
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through a combination of any such methods of sale.
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
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A syndicate-covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold
by the syndicate member are purchased in syndicate covering transactions.
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our Annual Report on Form 20-F for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021;
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our reports on Form 6-K, furnished to the SEC on May 4, 2021 (relating solely to the GAAP financial statements tables for the
quarter ended March 31, 2021 contained in the press release attached as Exhibit 99.1 thereto), August 31, 2021, October 26, 2021 – Report No. 3 (relating solely to the GAAP financial statements tables for the quarter ended September 30, 2021
contained in the press release attached as Exhibit 99.1 thereto) and October 26, 2021- Report No. 4; and
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the description of our ordinary shares contained in (i) Item 1 of the Registration Statement on Form 8-A, File No. 000-51694, filed with the SEC on December 22, 2005, which incorporates by reference the description of our
ordinary shares set forth under the caption “Description of Share Capital” in the preliminary prospectus included in the registration statement on Form F-1 (File No. 333-129246) filed with the SEC on October 25, 2005, as updated by
(ii) Exhibit 2.1 to the 2020 annual report, and any amendment or report filed for the purpose of further updating that description.
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Expenses
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Amount
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SEC registration fee
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$
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*
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FINRA filing fee
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$
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**
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Legal and accounting fees and expenses
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$
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**
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Trustee and transfer agent fees and expenses
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$
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**
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Miscellaneous costs
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$
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**
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Total
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$
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**
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Joint Book-Running Managers
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Oppenheimer & Co.
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Stifel
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Raymond James
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Co-Managers
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Roth Capital Partners |
Lake Street |