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 |
Michael Kaplan
Partner, Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 United States +1 212 450 4000
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with
the Commission:
|
|
(a)
|
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31,
2023, filed with the Commission on April 8, 2024;
|
(b)
|
The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on January
17, 2024, January 18, 2024, February 7, 2024,
February 20, 2024, and March 11, 2024;
|
(c)
|
All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2023; and
|
(d)
|
The description of the Registrant’s Ordinary Shares set forth in Exhibit 2.1 to the
Registrant's Annual Report on Form 20-F, filed with the Commission on April 8, 2024, 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 as an exhibit to the Registrant’s Annual Report on Form 20-F filed with the Commission on March 15, 2023, and incorporated herein by reference.
|
|
Perion Network Ltd.
|
|
|
|
|
|
|
|
By:
|
/s/ Tal Jacobson
|
|
|
Name:
|
Tal Jacobson
|
|
|
Title:
|
Chief Executive Officer
|
|
Name
|
|
Title
|
|
|
|
/s/ Eyal Kaplan
|
|
Chairman of the Board of Directors
|
Eyal Kaplan
|
|
|
|
|
|
/s/ Tal Jacobson
|
|
Chief Executive Officer and Director
|
Tal Jacobson
|
|
(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/ Tal Jacobson
|
|
|
Name:
|
Tal Jacobson
|
|
|
Title:
|
Director
|
|
|
Very truly yours,
|
|
/s/ Meitar | Law Offices
|
|
Meitar | Law Offices
|
/s/ KOST FORER GABBAY & KASIERER
|
|
A member of EY Global
|
|
Tel Aviv, Israel
|
|
May 2, 2024
|
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)
|
1,000,000
|
$11.66
|
$11,660,000
|
0.00014760
|
$1,721.02
|
Total Offering Amounts
|
|
|
$11,660,000
|
|
$1,721.02
|
||
Total Fee Offsets (3)
|
|
|
|
|
-
|
||
Net Fee Due
|
|
|
|
|
$1,721.02
|
(1)
|
This Registration Statement on Form S-8 (this “Registration Statement”) covers an additional 1,000,000 Ordinary Shares, par value NIS 0.03 per share (“Ordinary Shares”) of Perion Network Ltd.
(the “Company” or “Registrant”) authorized under the Perion Network Ltd. Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also
cover any additional Ordinary Shares, which become issuable under the Plan, by reason of any share dividend, share split, recapitalization or other similar transaction.
|
(2)
|
For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed
Maximum Offering Price Per Share with respect to the Plan is based upon the average of the high and low prices of the Registrant’s ordinary shares, as reported on the Nasdaq Capital Market on April 25, 2024, which date is within five business days prior to the filing of this Registration Statement.
|
(3)
|
There are no fee offsets.
|