State of Israel
|
Not Applicable
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification Number)
|
Dr. Shachar Hadar, Adv.
Elad Ziv, Adv.
Meitar | Law Offices 16 Abba Hillel Road Ramat Gan 5250608, Israel Tel: +972 (3) 610-3100 Fax: +972 (3) 610-3111 |
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company |
☐ |
Date
|
SEC File Number
|
Number of Shares
|
June 30, 2008
|
333-152010
|
333,333
|
January 20, 2011
|
333-171781
|
333,333
|
May 20, 2013
|
333-188714
|
333,333
|
November 18, 2013
|
333-192376
|
666,667
|
December 31, 2013
|
333-193145
|
1,378,682
|
April 27, 2015
|
333-203641
|
666,667
|
December 1, 2015
|
333-208278
|
1,666,667
|
March 7, 2017
|
333-216494
|
1,666,667
|
March 16, 2020
|
333-237196
|
1,300,000
|
November 4, 2020
|
333-249846
|
1,350,000
|
January 20, 2022
|
333-262260
|
1,350,000
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
(a)
|
The Registrant’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2021, filed with the Commission on March 16, 2022;
|
(b)
|
The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on April 28, 2022 – Report No. 3 (relating solely to the GAAP financial statements tables attached as Exhibit 99.1 thereto), May 24, 2022 – Report No. 1, June 13, 2022
– Report No. 1, July 5, 2022 – Report No. 1, August 3, 2022 – Report No. 1 (relating solely to the GAAP financial statements tables attached thereto as Exhibit 99.1), and August 17, 2022 – Report No. 3; and
|
(c)
|
The description of the Registrant’s Ordinary Shares set forth in the Prospectus, dated January 30, 2006, contained in the Registrant’s registration statement on Form F-1/A (No. 333-129246), filed with the Commission on January 30, 2006, as updated by (ii) Exhibit 2.1 to the Registrant’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission on March 16, 2020, and any
amendment or report filed for the purpose of further updating that description.
|
ITEM 8.
|
EXHIBITS.
|
Exhibit
Number
|
|
Exhibit
|
|
||
|
||
|
|
|
|
||
|
|
|
|
|
|
*
|
Filed herewith.
|
|
|
(1)
|
Previously filed with the SEC on April 29, 2013 as an exhibit to the Registrant’s annual report on Form 20-F, and incorporated herein by reference
|
|
|
(2)
|
Previously filed with the SEC on October 15, 2013 as an exhibit to the Registrant’s report of foreign private issuer on Form 6-K, and incorporated herein by reference
|
Perion Network Ltd.
|
|||
|
|
||
By:
|
/s/ Doron Gerstel
|
||
Name:
|
Doron Gerstel
|
||
Title:
|
Chief Executive Officer
|
Name
|
|
Title
|
|
|
|
/s/ Eyal Kaplan
|
|
Chairman of the Board of Directors
|
Eyal Kaplan
|
|
|
|
|
|
/s/ Doron Gerstel
|
|
Chief Executive Officer and Director
|
Doron Gerstel
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Maoz Sigron
|
|
Chief Financial Officer
|
Maoz Sigron
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Michal Drayman
|
|
Director
|
Michal Drayman
|
|
|
|
|
|
/s/ Amir Guy
|
|
Director
|
Amir Guy
|
|
|
|
|
|
/s/ Rami Schwartz
|
|
Director
|
Rami Schwartz
|
|
|
/s/ Michael Vorhaus
|
|
Director
|
Michael Vorhaus
/s/ Joy Marcus
|
|
Director
|
Joy Marcus
|
|
|
|
Intercept Interactive Inc.
D/B/A Undertone
|
|
|
|
|
|
|
|
By:
|
/s/ Doron Gerstel
|
|
|
Name:
|
Doron Gerstel
|
|
|
Title:
|
Director
|
|
|
Very truly yours,
|
|
/s/ Meitar | Law Offices
|
|
Meitar | Law Offices
|
/s/ KOST FORER GABBAY & KASIERER
|
|
KOST FORER GABBAY & KASIERER
|
Tel Aviv, Israel
|
A member of Ernst & Young Global
|
August 17, 2022
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered(1)
|
Proposed Maximum Offering Price Per Unit(2)
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Equity
|
Ordinary Shares, par value NIS 0.03 per share
|
457(c) and 457(h)
|
1,300,000
|
$22.00
|
$28,600,000
|
.0000927
|
$2,651.22
|
Total Offering Amounts
|
|
|
$28,600,000
|
|
$2,651.22
|
||
Total Fee Offsets
|
|
|
|
|
N/A
|
||
Net Fee Due
|
|
|
|
|
$2,651.22
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Ordinary Shares, which
become issuable under the Plan of Perion Network Ltd. (the “Company” or the “Registrant”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding Ordinary Shares of the Company.
|
(2)
|
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary
Share on the Nasdaq Global Select Market on August 15, 2022.
|