As filed with the Securities and Exchange
Commission on June 6, 2017
Registration No. 333-___
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
F-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
INTEC
PHARMA LTD.
(Exact name of registrant as specified in
its charter)
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Israel
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(IRS. Employer
Identification No.)
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12 Hartom Street, Har Hotzvim
Jerusalem 9777512, Israel
Tel: (+972) (2) 586-4657
(Address and telephone
number of registrant’s principal executive offices)
Vcorp Agent Services, Inc.
25 Robert Pitt Drive, Suite 204
Monsey, New York 10952
(888) 528-2677
(845) 818-3588 (facsimile)
(Name, address and telephone number of agent
for service)
Copies of all communications, including
communications sent to agent for service, should be sent to:
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Dr. Shachar Hadar, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100
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Robert L. Grossman, Esq.
Joshua M. Samek, Esq.
Greenberg Traurig, P.A.
333 Avenue of the Americas
Miami, FL 33131
Tel: (305) 579-0500
Fax: (305) 579-0717
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Approximate date
of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as determined
by market conditions
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check
the following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company
x
If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount to be
registered
(1)
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Proposed
maximum
offering price
per unit
(2)
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Proposed maximum
aggregate offering
price
(2)
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Amount of registration fee
(3)
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Ordinary Shares, no par value
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Warrants
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Subscription Rights
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Debt Securities
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Units
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Total
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$
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100,000,000
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$
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100,000,000
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$
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11,590
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(1)
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Such indeterminate number or amount of Registrant’s ordinary shares, warrants, subscription
rights, debt securities and units as may, from time to time, be issued at indeterminate prices. In no event will the aggregate
maximum offering price of all securities issued pursuant to this registration statement on behalf of the Registrant exceed $100,000,000.
Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also includes additional ordinary shares
issuable upon share splits, share dividends or similar transactions.
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(2)
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Not specified as to each class of securities to be registered pursuant to General Instruction II.C.
of Form F-3. The proposed maximum offering price per unit and proposed maximum aggregate offering price per class of security
will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered
under this Registration Statement.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, which permits the registration
fee to be calculated on the basis of the maximum offering price of all the securities listed, and Instruction II.C. of Form F-3.
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The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
The information contained in
this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
JUNE 6, 2017
PROSPECTUS
$100,000,000
Ordinary Shares
Warrants to Purchase
Ordinary Shares
Subscription Rights
Debt Securities
Units
INTEC
PHARMA LTD.
We may offer and sell
from time to time in one or more series or issuances, and on terms that we will determine at the time of the offering, ordinary
shares, warrants, subscription rights, debt securities and/or units consisting of two or more of these classes or series of securities
up to an aggregate amount of $100,000,000.
We refer to the ordinary
shares, warrants, subscription rights, debt securities and units collectively as “securities” in this prospectus.
Each time we sell securities
pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering
and the specific terms of the securities offered. This prospectus may not be used to consummate a sale of securities by us unless
accompanied by the applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully
before you invest in our securities.
We may, from time to
time, offer and sell the securities through public or private transactions, directly or through underwriters, agents or dealers,
on or off the Nasdaq Capital Market or Tel Aviv Stock Exchange Ltd., or the TASE, as applicable, at prevailing market prices or
at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any of these securities, the
applicable prospectus supplement will set forth the names of the underwriters, agents or dealers and any applicable fees, commissions
or discounts. Our net proceeds from the sale of securities will also be set forth in the applicable prospectus supplement
Our ordinary shares
are listed on the Nasdaq Capital Market and on the TASE under the symbol “NTEC.” The last reported sale price for our
ordinary shares on June 5, 2017, as quoted on the Nasdaq Capital Market, was $5.60 per ordinary share, and the last reported sale
price for our ordinary shares on June 5, 2017, as quoted on the TASE, was NIS 20.01 per ordinary share, or $5.64 per ordinary share
(based on the exchange rate reported by the Bank of Israel for such date of $1.00 = NIS 3.548).
Investing in these
securities involves a high degree of risk. You should carefully consider the risks discussed in this prospectus under “Risk
Factors” beginning on page 3 and the “Risk Factors” in “Item 3: Key Information- Risk Factors” of
our most recent Annual Report on Form 20-F, for the year ended December 31, 2016, incorporated by reference in this prospectus
and in any applicable prospectus supplement for a discussion of factors that you should carefully consider before deciding to purchase
these securities.
Neither the Securities
and Exchange Commission, the Israeli Securities Authority, nor any state or other securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is , 2017
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or
more offerings up to a total price to the public of $100,000,000. The offer and sale of securities under this prospectus may be
made from time to time, in one or more offerings, in any manner described under the section in this prospectus entitled “Plan
of Distribution.”
This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities we will provide this prospectus and
a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus, and may also contain information about any material federal
income tax considerations relating to the securities covered by the prospectus supplement. You should carefully read both this
prospectus and any prospectus supplement together with additional information under the headings “Where You Can Find More
Information” and “Incorporation of Certain Documents by Reference.”
We have not authorized
anyone to provide you with information different from that contained or incorporated by reference in this prospectus or any accompanying
prospectus supplement or any “free writing prospectus.” We are offering to sell, and seeking offers to buy, securities
only in jurisdictions where offers and sales are permitted. The information contained in this prospectus and in any accompanying
prospectus supplement is accurate only as of the dates of their covers, regardless of the time of delivery of this prospectus or
any prospectus supplement or of any sale of our securities. Our business, financial condition, results of operations, and prospects
may have changed since those dates. You should rely only on the information contained or incorporated by reference in this prospectus
or any accompanying prospectus supplement. To the extent there is a conflict between the information contained in this prospectus
and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement
in one of these documents is inconsistent with a statement in another document having a later date — for example, a document
incorporated by reference into this prospectus or any prospectus supplement — the statement in the document having the later
date modifies or supersedes the earlier statement.
When used herein, unless
the context requires otherwise, references to the “Company, “we,” “our,” and “us” refer
to Intec Pharma Ltd., an Israeli company.
Unless otherwise indicated,
all information contained in this prospectus gives retrospective effect to a one-for-50 reverse split of our ordinary shares, which
was effected on March 29, 2015.
RISK FACTORS
An investment in our
securities involves a high degree of risk. You should carefully consider the risks and uncertainties discussed under the caption
“Item 3: Key Information - Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2016, which
is incorporated by reference in this prospectus, as well as the other risks and uncertainties described in any applicable prospectus
supplement or free writing prospectus and in the other documents incorporated by reference in this prospectus. See the sections
entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in
this prospectus. If any of these risks actually occur, our business, business prospects, financial condition and results of operations
could be seriously harmed. The risks and uncertainties we discuss in this prospectus, in any applicable prospectus supplement or
free writing prospectus and in the other documents incorporated by reference in this prospectus are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we currently believe are immaterial also may materially and
adversely affect our business, business prospects, financial condition and results of operations. This could cause the trading
price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section
below entitled “Forward-Looking Statements.”
FORWARD-LOOKING STATEMENTS
This prospectus, including
the information incorporated by reference into this prospectus, contains, and any prospectus supplement may contain statements
that are forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development
efforts, business, financial condition, results of operations, strategies, plans and prospects. In addition, from time to time,
we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can
be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,”
“may,” “should,” “anticipate,” “could,” “might,” “seek,”
“target,” “will,” “project,” “forecast,” “continue” or their negatives
or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical
matters. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press
releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements
relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements
relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause
our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors
could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking
statements, including, but not limited to:
·
We are a clinical stage biopharmaceutical company with a history of operating losses, are not currently profitable, do
not expect to become profitable in the near future and may never become profitable.
·
Our
independent registered public accounting firm has expressed substantial doubt regarding our ability to continue as a going concern.
·
Because
of our limited operating history, we may not be able to successfully operate our business or execute our business plan.
·
We
face continuous technological change, and developments by competitors may render our products or technologies obsolete or non-competitive.
If our new or existing product candidates are rendered obsolete or non-competitive, our marketing and sales will suffer and we
may never be profitable.
·
We
license our core technology on an exclusive basis from Yissum (Hebrew University), and we could lose our rights to this license
if a dispute with Yissum arises or if we fail to comply with the financial and other terms of the license.
·
If
we fail to adequately protect, enforce or secure rights to the patents which were licensed to us or any patents we may own in the
future, the value of our intellectual property rights would diminish and our business and competitive position would suffer.
·
Our
product candidates are at various stages of preclinical and clinical development and may never be commercialized.
·
We
cannot be certain that the results of our Phase III and potential Phase III clinical trials, even if all endpoints are met, will
support regulatory approval of any of our product candidates for any indication.
·
Our
product candidates are subject to extensive regulation and are at various stages of regulatory development and may never obtain
regulatory approval.
·
We
are subject to anti-kickback laws and regulations. Our failure to comply with these laws and regulations could have adverse consequences
to us.
·
Potential
political, economic and military instability in the State of Israel, where our senior management, our head executive office, research
and development, and manufacturing facilities are located, may adversely affect our results of operations.
We believe these forward-looking
statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to
be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus
in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. Given these uncertainties, you
should not rely upon forward-looking statements as predictions of future events.
All forward-looking
statements attributable to us or persons acting on our behalf speak only as of the date hereof and are expressly qualified in their
entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise forward-looking
statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events,
except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not
place undue reliance on our forward-looking statements.
INTEC PHARMA LTD.
We are a clinical stage
biopharmaceutical company focused on developing drugs based on our proprietary Accordion Pill platform technology, which we refer
to as the Accordion Pill. Our Accordion Pill is an oral drug delivery system that is designed to improve the efficacy and safety
of existing drugs and drugs in development by utilizing an efficient gastric retention, or GR, and specific release mechanism.
Our product pipeline
currently includes four product candidates in clinical trial stages. Our leading product candidate, Accordion Pill Carbidopa/Levodopa,
or AP-CDLD, is being developed for the indication of treatment of Parkinson’s disease symptoms in advanced Parkinson’s
disease patients. We have successfully completed a Phase II clinical trial for AP-CDLD for the treatment of Parkinson’s disease
symptoms in advanced Parkinson’s disease patients and have agreed with the U.S. Food and Drug Administration, or the FDA,
on the remaining clinical development program for AP-CDLD for the treatment of Parkinson’s disease symptoms in advanced Parkinson’s
disease patients, including the main principles of the single required pivotal Phase III clinical trial in advanced Parkinson’s
disease patients. We enrolled the first patient in the pivotal Phase III trial for AP-CDLD in April 2016 and we currently expect
to complete patient enrollment in the trial during the fourth quarter of 2017.
Our second product
candidate, Accordion Pill Zaleplon, or AP–ZP, is being developed for the indication of treatment of insomnia, including sleep
induction and the improvement of sleep maintenance. We have successfully completed a Phase II clinical trial for AP–ZP for
the treatment of insomnia under an Investigational New Drug, or IND, application that we submitted to the FDA on August 4, 2009
for AP–ZP as a treatment for the induction and maintenance of sleep in patients suffering from insomnia.
In our correspondence
with the FDA, the FDA previously agreed that an acceptable regulatory pathway for AP-CDLD and AP–ZP would be to file a new
drug application, or NDA, pursuant to Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FDCA, which is a streamlined
approval pathway that may accelerate the time to commercialize and decrease the costs of AP–CDLD and AP–ZP, as compared
to those typically associated with a new chemical entity. The FDA has indicated in written correspondence to us that we may be
able to design the development program for AP–ZP in a manner that would allow us to obtain sufficient data for the NDA submission
for AP–ZP in one pivotal Phase III clinical trial. However, at this point in the development process of AP–ZP, the
details of such a trial have not been determined or confirmed with the FDA.
In March 2016, we completed
a Phase I clinical trial for our third pipeline product candidate which is being developed for the prevention and treatment of
gastroduodenal and small bowel Nonsteroidal Anti-Inflammatory Drug, or NSAID, induced ulcers. The pharmacokinetics, or PK, results
demonstrated in the Phase I trial were within the well-defined safety levels of the drug, which enable us to proceed with further
development of the Accordion Pill with the existing drug. In addition, we have initiated a new clinical development program for
our Accordion Pill platform with the two primary cannabinoids contained in Cannabis sativa. We plan to formulate and test Cannabidiol
(CBD) and 9-Tetrahydrocannabinol (THC), or AP-CBD/THC, for the treatment of various indications, including low back neuropathic
pain and Fibromyalgia. In March 2017, we initiated a Phase I clinical trial in Israel to compare the safety, tolerability and PK
of AP-THC/CBD with Sativex. We currently expect to have topline results from this trial in the third quarter of 2017.
Our registered office
and principal place of business is located at 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel and our telephone number
in Israel is +972 (2) 586 4657. Our website address is http://www.intecpharma.com. The information contained on our website
or available through our website does not constitute part of this prospectus. Our registered agent in the United States is Vcorp
Agent Services, Inc., whose address is 25 Robert Pitt Drive, Suite 204, Monsey, NY 10952 USA.
CAPITALIZATION
The following table
sets forth our capitalization as of December 31, 2016 on an actual basis and on a pro forma basis, to give effect to the issuance
of 2,289,638 of our ordinary shares, at a price of $4.40 per share, for gross proceeds of approximately $10 million in March 2017.
The financial data in the following table should be read in conjunction with our financial statements and notes thereto in our
Annual Report on Form 20-F for the year ended December 31, 2016, incorporated by reference herein.
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As of December 31, 2016
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Actual
(audited)
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Pro forma
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U.S. dollars in thousands
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Shareholders’ equity:
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Ordinary shares, no par value: 16,000,000 shares authorized (actual and pro forma);
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11,448,191 shares issued and outstanding (actual) and 13,737,829 shares issued and outstanding (pro forma)
(1)
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$
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727
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$
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727
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Share premium
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84,980
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94,521
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Currency translation differences
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(378
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)
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(378
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)
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Accumulated deficit
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(62,625
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)
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(62,625
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)
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Total shareholders’ equity
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22,704
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32,245
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Total capitalization
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$
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22,704
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$
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32,245
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(1)
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The number of ordinary shares outstanding excludes:
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·
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794,333 ordinary shares that we have reserved for issuance upon the exercise of outstanding options
under our 2015 incentive plan, as of December 31, 2016 at a weighted average exercise price of $4.23 per share and that expire
in 2026, 418,484 ordinary shares that we have reserved for issuance upon the exercise of outstanding options under our 2005 incentive
plan and 8,035 options issued outside of such plans, as of December 31, 2016 at a weighted average exercise price of NIS37.42 per
share and that expire between 2017 and 2020; and
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·
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198,812 ordinary shares issuable upon the exercise of warrants outstanding as of December 31, 2016
with an exercise price of 21.7 NIS per share that expire on September 17, 2017.
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PRICE RANGE OF OUR ORDINARY SHARES
Our ordinary shares
have been listed on the Nasdaq Capital Market under the symbol “NTEC” since August 4, 2015. Prior to that date, there
was no public trading market for our ordinary shares in the United States. The following table sets forth, for the periods indicated,
the high and low sales prices per ordinary share as reported on the NASDAQ Capital Market:
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U.S $
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Low
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High
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Annual Information:
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2017 (until June 5, 2017)
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4.20
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5.75
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2016
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3.03
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6.36
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2015 (commencing as of August 4, 2015)
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5.25
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6.19
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Quarterly Information
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Second Quarter 2017 (until June 5, 2017)
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4.95
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5.75
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First Quarter 2017
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4.20
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5.70
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Fourth Quarter 2016
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4.45
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6.10
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Third Quarter 2016
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4.14
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6.36
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Second Quarter 2016
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3.03
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4.91
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First Quarter 2016
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3.05
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5.21
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Fourth Quarter 2015
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5.25
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6.15
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Third Quarter 2015
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5.26
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6.19
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Monthly Information:
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June 2017 (until June 5, 2017)
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5.35
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5.75
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May 2017
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|
|
4.95
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|
|
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5.60
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|
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April 2017
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|
|
5.05
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|
|
|
5.75
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|
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March 2017
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|
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4.20
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|
|
|
5.20
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|
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February 2017
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|
|
4.55
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|
|
|
5.30
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|
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January 2017
|
|
|
5.04
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|
|
|
5.70
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|
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December 2016
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|
|
4.95
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|
|
|
5.70
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|
Our ordinary shares
have been listed on the TASE since February 14, 2010 and are listed under the symbol “NTEC”. Prior to that date, there
was no public trading market for our ordinary shares in Israel. The following table sets forth, for the periods indicated, the
high and low sales prices per ordinary share as reported on the TASE:
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NIS
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Low
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High
|
|
|
Annual Information:
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|
|
|
|
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2017 (until June 5, 2017)
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|
|
15.30
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|
|
|
21.70
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|
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2016
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|
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11.50
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|
|
|
24.49
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|
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2015
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|
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20.15
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|
|
|
36.80
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|
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2014*
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|
|
17.50
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|
|
|
53.45
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|
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2013*
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|
|
32.70
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|
|
|
79.40
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|
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2012*
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|
|
32.10
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|
|
|
75.00
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|
|
Quarterly Information
|
|
|
|
|
|
|
|
|
|
Second Quarter 2017 (until June 5, 2017)
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|
|
18.11
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|
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20.50
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First Quarter 2017
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15.30
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|
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21.70
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Fourth Quarter 2016
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17.20
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|
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21.80
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Third Quarter 2016
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16.62
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24.49
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Second Quarter 2016
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11.50
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19.15
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First Quarter 2016
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13.05
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|
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21.99
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Fourth Quarter 2015
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20.57
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24.00
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Third Quarter 2015
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20.15
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36.42
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Second Quarter 2015
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26.60
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|
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36.80
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First Quarter 2015
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23.80
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31.05
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Monthly Information:
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June 2017 (until June 5, 2017)
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19.88
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20.32
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May 2017
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|
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18.32
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|
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20.50
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April 2017
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|
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18.11
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|
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20.49
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March 2017
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|
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15.30
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|
|
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19.00
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February 2017
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|
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16.50
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|
|
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20.08
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January 2017
|
|
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18.78
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|
|
|
21.70
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December 2016
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18.89
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20.50
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* adjusted to reflect a 50-to-1 reverse
share split of the Company’s ordinary shares effect on March 29, 2015.
The last reported sale
price for our ordinary shares on June 5, 2017, as quoted on the Nasdaq Capital Market, was $5.60 per ordinary share, and the last
reported sale price for our ordinary shares on June 5, 2017, as quoted on the TASE, was NIS 20.01 per ordinary share, or $5.64
per ordinary share (based on the exchange rate reported by the Bank of Israel for such date of $1.00 = NIS 3.548).
USE OF PROCEEDS
Unless otherwise indicated
in an accompanying prospectus supplement, the net proceeds from the sale of securities will be used for general corporate purposes,
including research and development. Pending these uses, we may invest the net proceeds from the sale of securities in accordance
with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, bank
deposits in foreign currency and investments in bonds issued by the State of Israel and corporate bonds with a minimum of an A
rating by Israeli rating agencies. When specific securities are offered, the prospectus supplement relating thereto will set forth
our intended use of the net proceeds that we receive from the sale of such securities.
DESCRIPTION OF ORDINARY SHARES
General
The following are summaries
of material provisions of our articles of association and the Companies Law 5759-1999, or the Companies Law, insofar as they relate
to the material terms of our ordinary shares.
As of June 5, 2017,
our authorized share capital consists of 30,000,000 ordinary shares, no par value, 13,738,206 of which are issued and outstanding.
All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable
and do not have any preemptive rights.
Holders of our ordinary
shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder meeting.
Because our ordinary shares do not have cumulative voting rights in the election of directors, the holders of a majority of the
voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval
requirements for external directors. Shareholders may vote at shareholder meetings either in person, by proxy or by written ballot.
The Companies Law does not allow public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholder
meeting. The board of directors shall determine and provide a record date for each shareholders meeting and all shareholders at
such record date may vote. Unless stipulated differently in the Companies Law or in our articles of association, all shareholders’
resolutions shall be approved by a simple majority vote. Except as otherwise disclosed herein, an amendment to our articles of
association requires the prior approval of a simple majority of our shares represented and voting at a general meeting and of the
holders of a class of shares whose rights are being affected (or the consent in writing of all the holders of such class of shares).
Our number with the Israeli Registrar of Companies is 513022780. Our purpose is set forth in Section 3 of our articles of association
and includes every lawful purpose.
Transfer of Shares
Our ordinary shares
that are fully paid for are issued in registered form and may be freely transferred under our articles of association, unless the
transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded. The ownership
or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or Israeli
law, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
Exercise of Power by the Board
Pursuant to the Companies
Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required
under law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money
for company purposes.
Changes in Share Capital
Our articles of association
enable us to increase or reduce our share capital. Any such change is subject to the provisions of the Companies Law and must be
approved by a resolution duly passed by our shareholders at a general or special meeting by voting on such change in the capital.
In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence
of sufficient retained earnings and profits and an issuance of shares for less than their nominal value, require a resolution of
our board of directors and court approval.
Dividends
Under the Companies
Law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable concern
that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as they become
due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings generated
over the two most recent years legally available for distribution according to our then last reviewed or audited financial statements,
provided that the date of the financial statements is not more than six months prior to the date of distribution. In the event
that we do not have retained earnings or earnings generated over the two most recent years legally available for distribution,
we may seek the approval of the court in order to distribute a dividend. The court may approve our request if it is convinced that
there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations
as they become due.
Shareholder Meetings
Under the Companies
Law, we are required to hold an annual general meeting of our shareholders once in every calendar year and no later than 15 months
following the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are
referred to as special meetings. Our board of directors may call special meetings whenever it deems fit, at such time and place,
within or outside of Israel, as it may determine. In addition, the Companies Law and our articles of association provide that our
board of directors is required to convene a special meeting upon the written request of (i) any two of our directors or one quarter
of the directors then in office (ii) one or more shareholders holding, in the aggregate, 5% of our issued share capital and 1%
of our outstanding voting power or 5% of our outstanding voting power.
Subject to the provisions
of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings
are the shareholders of record on a date to be decided by the board of directors. Furthermore, the Companies Law and our articles
of association require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
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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 of directors and appointment and dismissal of external directors;
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approval of acts and transactions requiring general meeting approval pursuant to the Companies
Law;
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director compensation, indemnification and change of the principal executive officer;
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increases or reductions of our authorized share capital;
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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 Companies Law requires
that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting and if the agenda
of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested
or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
The Companies Law does
not allow shareholders of publicly traded companies to approve corporate matters by written consent. Consequently, our articles
of association do not allow shareholders to approve corporate matters by written consent.
Pursuant to our articles
of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before
the shareholders at a general meeting.
Quorum
The quorum required
for our general meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot who
hold or represent between them at least 25% of the total outstanding voting rights, within half an hour from the appointed time.
A meeting adjourned
for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later date if so specified
in the summons or notice of the meeting. At the reconvened meeting, any number of our shareholders present in person or by proxy
shall constitute a lawful quorum.
Resolutions
Our articles of association
provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by applicable law.
Under the Companies
Law, a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot in which the shareholder
indicates how he or she votes on resolutions relating to the following matters:
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an appointment or removal of directors;
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an approval of transactions with office holders or interested or related parties, that require
shareholder approval;
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an approval of a merger;
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authorizing 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 authorize 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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any other matter that is determined in the articles of association to be voted on by way of a written
ballot. Our articles of association do not stipulate any additional matters; and
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other matters which may be prescribed by Israel’s Minister of Justice.
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The provision allowing
the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient to determine the
vote.
The Companies Law provides
that a shareholder, in exercising his or her rights and performing his or her obligations toward the company and its other shareholders,
must act in good faith and in a customary manner, and avoid abusing his or her power. This is required when voting at general meetings
on matters such as changes to the articles of association, increasing the company’s registered capital, mergers and approval
of certain interested or related party transactions. A shareholder also has a general duty to refrain from depriving any other
shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that its vote can
determine the outcome of a shareholder’s vote and any shareholder who, under such company’s articles of association,
can appoint or prevent the appointment of an office holder or has other power towards the company, is required to act with fairness
towards the company. The Companies Law does not describe the substance of this duty except that the remedies generally available
upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of our knowledge, we believe
there is no binding case law that addresses this subject directly.
Under the Companies
Law, unless provided otherwise in a company’s articles of association, a resolution at a shareholders meeting requires approval
by a simple majority of the voting rights represented at the meeting, in person, by proxy or written ballot, and voting on the
resolution. Generally, a resolution for the voluntary winding up of the company requires the approval of holders of 75% of the
voting rights represented at the meeting, in person, by proxy or by written ballot and voting on the resolution.
In the event of our
liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares
in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential
dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Access to Corporate Records
Under the Companies
Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings, its shareholders
register and principal shareholders register, its articles of association, its financial statements and any document it is required
by law to file publicly with the Israeli Companies Registrar and the Israeli Securities Authority, or ISA. Any of our shareholders
may request access to review any document in our possession that relates to any action or transaction with a related party, interested
party or office holder that requires shareholder approval under the Companies Law. We may deny a request to review a document if
we determine that the request was not made in good faith, that the document contains a commercial secret or a patent or that the
document’s disclosure may otherwise prejudice our interests.
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to
acquire shares or a class of shares of an Israeli public company and who would, as a result, own more than 90% of the target company’s
issued and outstanding share capital or of a certain class of its shares, is required by the Companies Law to make a full tender
offer (as defined in the Companies Law) to all of the company’s shareholders for the purchase of all of the issued and outstanding
shares of the company or class of shares. If either (i) the shareholders who do not accept the offer hold, in the aggregate, less
than 5% of the issued and outstanding share capital of the company or of the applicable class, and more than half of the shareholders
who do not have a personal interest in the offer accept the offer, or (ii) the shareholder who do not accept the offer hold less
than 2% of the issued and outstanding share capital of the company or of the applicable class, then all of the shares that the
acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a shareholder that had its shares
so transferred, whether or not it accepted the tender offer (unless otherwise provided in the offering memorandum), may, within
six (6) months from the date of acceptance of the tender offer, petition the court to determine that the tender offer was for less
than fair value and that the fair value should be paid as determined by the court. If the shareholders who did not accept the tender
offer hold at least 5% of the issued and outstanding share capital of the company or of the applicable class of shares, the acquirer
may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding
share capital or of the applicable class from shareholders who accepted the tender offer.
Special Tender Offer
According to the Companies Law,
an acquisition pursuant to which a purchaser shall hold a “controlling stake”, that is defined as 25% or more of the
voting rights if no other shareholder holds a controlling stake, or an acquisition pursuant to which such purchaser shall hold
more than 45% of the voting rights of the company if no other shareholder owns more than 45% of the voting rights, may not be performed
by way of market accumulation, but only by way of a special tender offer (as defined in the Companies Law) made to all of the company’s
shareholders on a pro rata basis. A special tender offer may not be consummated unless a majority of the shareholders who announced
their stand on such offer have accepted it (in counting the total votes of such shareholders, shares held by the controlling shareholders,
shareholders who have personal interest in the offer, shareholders who own 25% or more of the voting rights in the company, relatives
or representatives of any of the above or the bidder and corporations under their control, shall not be taken into account). A
shareholder may be free to object to such an offer without such objection being deemed as a waiver of his right to sell its respective
shares if the transaction is approved by a majority of the company’s shareholders despite his objection. Shares purchased
not in accordance with those provisions shall become “dormant shares” and shall not grant the purchaser any rights
so long as they are held by the purchaser. If a special tender offer is accepted, then the purchaser or any person or entity
controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender
offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of
one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger
in the initial special tender offer.
Under regulations enacted
pursuant to the Companies Law, the above special tender offer requirements may not apply to companies whose shares are listed for
trading on a foreign stock exchange if, among other things, the relevant foreign laws or the rules of the stock exchange, include
provisions limiting the percentage of control which may be acquired or that the purchaser is required to make a tender offer to
the public. However, we believe the ISA’s opinion is that such leniency does not apply with respect to companies whose shares
are listed for trading on stock exchanges in the United States, including the NASDAQ Capital Market, which do not provide for sufficient
legal restrictions on obtaining control or an obligation to make a tender offer to the public, therefore the special tender offer
requirements shall apply to such companies.
Merger
The Companies Law permits
merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies
Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders’ meeting called with
at least 35 days’ prior notice.
For purposes of the
shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares represented
at the shareholders meeting that are held by parties other than the other party to the merger, or by any person who holds 25% or
more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote against the merger.
If the transaction would have been approved but for the separate approval of each class or the exclusion of the votes of certain
shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting
rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to
the merger and the consideration offered to the shareholders.
Upon the request of
a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists
a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of
the parties to the merger, and may further give instructions to secure the rights of creditors.
In addition, a merger
may not be completed unless at least 50 days have passed from the date that a proposal for approval of the merger was filed by
each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved by the shareholders
of each party.
Antitakeover Measures
The Companies Law allows
us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain
preferred rights, distributions or other matters and shares having preemptive rights. As of the date of this prospectus, we do
not have any authorized or issued shares other than our ordinary shares. In the future, if we do create and issue a class of shares
other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them, may delay or prevent
a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares.
The authorization of a new class of shares will require an amendment to our articles of association which requires the prior approval
of the holders of a majority of our shares at a general meeting. In addition, rules applicable to TASE listed companies also limit
the terms permitted with respect to a new class of shares and prohibit any such new class of shares from having superior voting
rights to the rights of the class of shares listed on TASE. Shareholders voting in such meeting will be subject to the restrictions
provided in the Companies Law as described above.
DESCRIPTION OF WARRANTS
We may issue warrants
to purchase ordinary shares. Warrants may be issued independently or together with any other securities and may be attached to,
or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into
between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship
of agency for or with holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the
material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable
prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
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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 and exercised;
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the currency or currencies in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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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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material Israeli and United States federal income tax consequences, if any;
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the anti-dilution provisions of the warrants, if any; 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 description in the applicable prospectus supplement of any
warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable warrant
agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies of the applicable
warrant agreement if we offer warrants, see “Where You Can Find More Information” and “Incorporation of Certain
Documents by Reference” beginning on page 31. We urge you to read the applicable warrant agreement and any applicable prospectus
supplement in their entirety.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription
rights to purchase our ordinary shares. These subscription rights may be issued independently or together with any other security
offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection
with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers
pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after
such offering.
The prospectus
supplement relating to any subscription rights we offer will, to the extent applicable, include specific terms relating to the
offering, including some or all of the following:
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the price, if any, for the subscription rights;
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the exercise price payable for each ordinary share upon the exercise of the subscription rights;
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the number of subscription rights to be issued to each shareholder;
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the number and terms of the ordinary shares which may be purchased per each subscription right;
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the extent to which the subscription rights are transferable;
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any other terms of the subscription rights, including the terms, procedures and limitations relating
to the exchange and exercise of the subscription rights;
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the date on which the right to exercise the subscription rights shall commence, and the date on
which the subscription rights shall expire;
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the extent to which the subscription rights may include an over-subscription privilege with respect
to unsubscribed securities; and
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if applicable, the material terms of any standby underwriting or purchase arrangement which may
be entered into by us in connection with the offering of subscription rights.
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The description in the applicable prospectus supplement of any
subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable
subscription rights agreement, which will be filed with the SEC if we offer subscription rights. For more information on how you
can obtain copies of the applicable subscription rights agreement if we offer subscription rights, see “Where You Can Find
More Information” and “Incorporation of Certain Documents by Reference” beginning on page 31. We urge you to
read the applicable subscription right agreement and any applicable prospectus supplement in their entirety.
DESCRIPTION OF DEBT SECURITIES
General
We may issue senior
and subordinated debt securities under indentures by and among us, certain of our subsidiaries, if any, and a trustee
to
be named in the senior indenture
, as the indenture trustee. Each indenture will be subject to, and governed by, the Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act, and we may supplement the indenture from time to time.
This prospectus summarizes
the material provisions of the indentures and the debt securities that we may issue under the indentures. This summary is not complete
and may not describe all of the provisions of the indentures or of any of the debt securities that might be important to you. For
additional information, you should carefully read the forms of indenture and debt securities that are filed as exhibits to the
registration statement of which this prospectus forms a part and any definitive indentures, supplemental indentures and forms of
debt securities that are incorporated by reference as exhibits to such registration statement.
When we offer to sell
a particular series of debt securities, we will describe the specific terms of those debt securities in a supplement to this prospectus.
We will also indicate in the supplement whether the general terms in this prospectus apply to a particular series of debt securities.
Accordingly, for a description of the terms of a particular issue of debt securities, you should carefully read both this prospectus
and the applicable supplement.
In the summary below, we have included references
to the section numbers of the indentures so that you can easily locate the related provisions in the indentures for additional
detail. You should also refer to the applicable indenture for the definitions of any capitalized terms that we use below but do
not define in this prospectus. When we refer to particular sections of the indentures or to defined terms in the indentures, we
intend to incorporate by reference those sections and defined terms into this prospectus.
Terms
The debt securities
will be our direct obligations. The amount of debt securities we may offer under this prospectus is unlimited as to principal amount.
We may issue the debt securities, from time to time and in one or more series, established in or pursuant to authority granted
by one or more resolutions of our board of directors, and set forth in, or determined in the manner provided in, an officers’
certificate, or established in one or more supplemental indentures. We may issue debt securities with terms different from those
of our previously issued debt securities (Section 301).
Each indenture provides
that there may be more than one trustee under such indenture, each such trustee with respect to one or more series of debt securities.
Any trustee under the indentures may resign or be removed with respect to one or more series of debt securities, and a successor
trustee may be appointed to act with respect to that series (Sections 608 and 609). If two or more persons act as trustee with
respect to different series of debt securities, each trustee shall be a trustee of a trust under that indenture separate and apart
from the trust administered by any other trustee (Sections 101 and 609). Except as otherwise indicated in this prospectus, each
trustee may take any action described in this prospectus only with respect to the one or more series of debt securities for which
it is trustee under the relevant indenture.
You should
refer to the applicable supplement to this prospectus relating to a particular series of debt securities for the specific terms
of the debt securities, including, but not limited to:
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the title of the debt securities, whether the debt securities will be guaranteed and the identity
of the guarantor or guarantors, if any;
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the total principal amount of the debt securities and any limit on the total principal amount;
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the price, expressed as a percentage of the principal amount of the debt securities, at which we
will issue the debt securities and any portion of the principal amount payable upon acceleration of the debt securities;
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the terms, if any, by which holders of the debt securities may convert or exchange the debt securities
for our common stock, our preferred stock or any of our other securities or property;
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if the debt securities are convertible or exchangeable, any limitations on the ownership or transferability
of the securities or property into which holders may convert or exchange the debt securities;
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the date or dates, or the method for determining the date or dates, on which we will be obligated
to pay the principal of the debt securities and the amount of principal we will be obligated to pay;
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the rate or rates, which may be fixed or variable, at which the debt securities of the series will
bear interest, if any, or the method by which the rate or rates will be determined;
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whether the debt securities rank as senior, senior subordinated or subordinated or any combination
thereof and the terms of any subordination;
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the date or dates, or the method for determining the date or dates, from which any interest will
accrue on the debt securities, the dates on which we will be obligated to pay any interest, the regular record dates, if any, for
the interest payments, or the method by which the dates will be determined, the persons to whom we will be obligated to pay interest
and the basis upon which interest will be calculated, if other than that of a 360-day year consisting of twelve 30-day months;
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the place or places where the principal of, and any premium, make-whole amount, interest or additional
amounts on, the debt securities will be payable, where the holders of the debt securities may surrender their debt securities for
conversion, transfer or exchange, and where the holders may serve notices or demands to us in respect of the debt securities and
the indenture (Section 101);
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whether the debt securities will be in registered or bearer form, and the terms and conditions
relating to the form, and, if in registered form, the denominations in which we will issue the debt securities if other than $1,000
or a multiple of $1,000 and, if in bearer form, the denominations in which we will issue the debt securities if other than $5,000;
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the identity of the trustee of the debt securities of the series and, if other than the trustee,
the identity of each security registrar and/or paying agent for debt securities of the series;
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the period or periods during which the price or prices, including any premium at which, the currency
or currencies in which, and the other terms and conditions upon which, we may redeem the debt securities at our option, if we have
such an option;
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any obligation that we have to redeem, repay or purchase debt securities under any sinking fund
or similar provision or at the option of a holder of debt securities and the terms and conditions upon which we will redeem, repay
or purchase all or a portion of the debt securities under that obligation;
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the currency or currencies in which we will sell the debt securities and in which the debt securities
will be denominated and payable;
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whether the amount of payment of principal of, and any premium, make-whole amount or interest on,
the debt securities of the series may be determined with reference to an index, formula or other method and the manner in which
the amounts will be determined;
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whether the principal of, and any premium, make-whole amount, additional amounts or interest on,
the debt securities of the series are to be payable, at our election or at the election of a holder of the debt securities, in
a currency or currencies other than that in which the debt securities are denominated or stated to be payable, the period or periods
during which, and the terms and conditions upon which, this election may be made, and the time and manner of, and identity of the
exchange rate agent responsible for, determining the exchange rate between the currency or currencies in which the debt securities
are denominated or stated to be payable and the currency or currencies in which the debt securities will be payable;
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the designation of the initial exchange rate agent, if any, or any depositaries;
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any provisions granting special rights to the holders of the debt securities of the series at the
occurrence of named events;
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any additions to, modifications of or deletions from the terms of the debt securities with respect
to the events of default or covenants contained in the indenture;
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whether the debt securities of the series will be issued in certificated or book-entry form and
the related terms and conditions, including whether any debt securities will be issued in temporary and/or permanent global form,
and if so, whether the owners of interests in any permanent global debt security may exchange those interests for debt securities
of that series and of like tenor of any authorized form and denomination and the circumstances under which any exchanges may occur,
if other than in the manner provided in the indenture (Section 305), and, if debt securities of or within the series are to be
issuable as a global debt security, the identity of the depositary for such series;
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the date as of which any bearer securities, and/or temporary global debt security representing
outstanding securities of or within the series will be dated if other than the date of original issuance of the first debt security
of the series to be issued;
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if the debt securities will be issued in definitive form only upon our receipt, or the trustee’s
receipt, of certificates or other documents, or upon the satisfaction of conditions, a description of those certificates, documents
or conditions;
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if the debt securities will be issued upon the exercise of debt warrants, the time, manner and
place for the debt securities to be authenticated and delivered;
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the applicability, if any, of the defeasance and covenant defeasance provisions of the indenture,
as described below under “Modification of the Indentures—Discharge, Defeasance and Covenant Defeasance”;
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any applicable U.S. federal income tax consequences, including whether and under what circumstances
we will pay any additional amounts, as contemplated in the indenture on the debt securities, to any holder who is not a U.S. person
in respect of any tax, assessment or governmental charge withheld or deducted and, if we will pay additional amounts, whether,
and on what terms, we will have the option to redeem the debt securities in lieu of paying the additional amounts;
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the provisions, if any, relating to any security provided for the debt securities of the series;
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any other covenant or warranty included for the benefit of the debt securities of the series;
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any proposed listing of the debt securities on any securities exchange or market; and
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any other terms of the debt securities or of any guarantees
issued in connection with the debt securities not inconsistent with the provisions of the indenture (Section 301).
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The debt securities
may provide for our payment of less than their entire principal amount if their maturity is accelerated as a result of the occurrence
and continuation of an event of default (Section 502). If this is the case, the debt securities would have what is referred to
as “original issue discount.” Any special U.S. federal income tax, accounting and other considerations applicable to
original issue discount securities will be described in the applicable prospectus supplement.
We may issue debt securities
from time to time, with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by reference to one or more currencies or currency exchange rates, commodity prices, equity indices
or other factors. Holders of debt securities with these features may receive payment of a principal amount on any principal payment
date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest
otherwise payable on the applicable dates, depending upon the value on those dates of the applicable currencies or currency exchange
rates, commodity prices, equity indices or other factors.
Information as to the
methods for determining the amount of principal or interest payable on any date, the currencies or currency exchange rates, commodity
prices, equity indices or other factors to which the amount payable on that date is linked and additional tax considerations will
be included in the applicable prospectus supplement. All debt securities of any one series will be substantially identical, except
as to denomination and except as may otherwise be provided by an officers’ certificate or in any supplement to the applicable
indenture. We are not required to issue all of the debt securities of a series at the same time, and, unless otherwise provided
in the applicable indenture, supplemental indenture or officers’ certificate, we may re-open a series without the consent
of the holders of the debt securities of that series to issue additional debt securities of that series.
The indentures do not
contain any provisions that limit our ability to incur indebtedness or that would protect holders of debt securities in the event
we become a party to a highly-leveraged or similar transaction in which we would incur or acquire a large amount of additional
debt, but such provisions may appear in the applicable prospectus supplement. You should refer to the applicable prospectus supplement
for information regarding any deletions from, modifications of or additions to the events of default or covenants that are described
below, including any addition of a covenant or other provision providing event risk or similar protection.
Guarantees
Debt securities may be
issued and unconditionally and irrevocably guaranteed by us or certain of our subsidiaries, if any, that are listed as guarantors
in the applicable supplement to this prospectus. Any guarantee would cover the timely payment of the principal of, and any premium,
make-whole amount, interest or sinking fund payments on, the debt securities, whether we make the payment at a maturity date, as
a result of acceleration or redemption or otherwise. We will more fully describe the existence and terms of any guarantee of any
of our debt securities by us or our subsidiaries in the prospectus supplement relating to those debt securities.
Denominations, Interest, Registration and Transfer
Unless the applicable prospectus
supplement states otherwise, any debt securities of any series that we issue in registered form will be issued in denominations
of $1,000 and multiples of $1,000, and debt securities of any series that we issue in bearer form will be issued in denominations
of $5,000 (Section 302).
Unless the applicable prospectus
supplement states otherwise, the principal of, and any premium, make-whole amount or interest on, any series of debt securities
will be payable in the currency designated in the prospectus supplement at the corporate trust office of the trustee, initially,
the corporate trust office of the trustee to be named in the senior indenture. At our option, however, payment of interest may
be made by check mailed to the address of the person entitled to the interest payment as it appears in the security register for
the series or by wire transfer of funds to that person at an account maintained within the United States (Sections 301, 305, 307
and 1002). We may at any time designate additional paying agents or rescind designation of any paying agents or approve a change
in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of
payment for any series. All monies that we pay to a paying agent for the payment of any principal of, or any premium, make-whole
amount, interest or additional amounts on, any debt security which remains unclaimed at the end of two years after that payment
became due and payable will be repaid to us. After that time, the holder of the debt security will be able to look only to us for
payment (Section 1003).
Any interest that we do
not punctually pay on any interest payment date with respect to a debt security will cease to be payable to the holder on the applicable
regular record date and may either:
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be paid to the holder at the close of business on a Special Record Date for the payment of defaulted
interest, to be determined by the trustee (Sections 101 and 307); or
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be paid at any time in any other lawful manner, as more fully described in the indentures.
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Subject to certain limitations
imposed upon debt securities issued in book-entry form, debt securities of any series will be exchangeable for other debt securities
of the same series and of the same total principal amount and authorized denomination upon the surrender of the debt securities
at the corporate trust office of the trustee. In addition, subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series may be surrendered for conversion, transfer or exchange at the corporate trust
office of the trustee. Every debt security surrendered for conversion, transfer or exchange must be duly endorsed or accompanied
by a written instrument of transfer. There will be no service charge for any transfer or exchange of any debt securities, but we
may require holders to pay any tax or other governmental charge payable in connection with the transfer or exchange (Section 305).
If the applicable prospectus
supplement refers to us designating any transfer agent for any series of debt securities, in addition to the trustee, we may at
any time remove the transfer agent or approve a change in the location at which the transfer agent acts, except that we will be
required to maintain a transfer agent in each place of payment for any series of debt securities. We may at any time designate
additional transfer agents with respect to any series of debt securities (Section 1002).
Neither we nor any trustee
will be required to do any of the following:
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issue, register the transfer of or exchange debt securities of any series during a period beginning
at the opening of 15 business days before there is a selection of debt securities of that series to be redeemed and ending at the
close of business on the day of mailing or publication of the relevant notice of redemption;
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register the transfer of or exchange any debt security, or portion thereof, called for redemption,
except the unredeemed portion of any debt security being only partially redeemed;
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exchange any debt security in bearer form that is selected for redemption, except that a debt security
in bearer form may be exchanged for a debt security in registered form of that series and like denomination, provided that the
debt security in registered form must be simultaneously surrendered for redemption; or
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issue or register the transfer or exchange of any debt security that has been surrendered for repayment
at the option of the holder, except the portion, if any, of the debt security that will not be partially or entirely repaid (Section
305).
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Global Debt Securities
The debt securities of
a series may be issued in the form of one or more fully registered global securities that will be deposited with a depositary or
with a custodian for a depositary identified in the prospectus supplement relating to the series and registered in the name of
the depositary or its nominee. In this case, we will issue one or more global securities in a denomination or total denominations
equal to the portion of the total principal amount of outstanding registered debt securities of the series to be represented by
the global security or securities. We expect that any global securities issued in the United States would be deposited with The
Depositary Trust Company, as depositary or its custodian. We may issue any global securities in fully registered form on a temporary
or permanent basis. Unless and until a global security is exchanged for debt securities in definitive registered form, a permanent
global security may not be transferred except as a whole by the depositary to its nominee or by a nominee to the depositary or
another nominee, or by the depositary or its nominee to a successor of the depositary or the successor depositary’s nominee.
The specific terms of the
depositary arrangement with respect to any series of debt securities to be represented by a registered global security will be
described in the applicable prospectus supplement. We anticipate that the following provisions will apply to depositary arrangements.
Ownership of beneficial
interests in a global security will be limited to persons that have accounts with, or are participants of, the depositary for the
registered global security, or persons that may hold interests through participants. When we issue a registered global security,
the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal amounts of the debt securities represented by the global security owned by those participants. The accounts to be credited
will be designated by any dealers, underwriters or agents participating in an offering of the debt securities, or by us or the
trustee if we are directly offering the debt securities. The participants’ ownership, and any transfer, of a registered global
security will be shown on records maintained by the depositary, and ownership of persons who hold debt securities through participants
will be reflected on the records of the participants. State and federal laws may impair a person’s ability to own, transfer
or pledge interests in a registered global security.
So long as the depositary
or its nominee is the registered owner of the global security, the depositary or its nominee, as the case may be, will be considered
the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture.
Except as set forth below, owners of beneficial interests in a global security will not be entitled to have the debt securities
represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery
of the debt securities in definitive form and will not be considered the owners or holders of the debt securities under the applicable
indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the depositary’s
procedures and, if that person is not a participant, on the procedures of the participant through which that person owns its interest
to exercise any rights of a holder under the applicable indenture. We understand that under existing industry practices, if we
request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any
action which a holder is entitled to give or take under the applicable indenture, the depositary would authorize the participants
holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning
through those participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding
through them.
Payments of principal of,
and any premium, make-whole amount, interest or additional amounts on a registered global security will be made to the depositary
or its nominee, as the case may be, as the registered owner of the global security. Neither we, the trustee, the paying agent nor
the registrar, nor any other agent of ours or of the trustee, will have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership interests in the global security or for maintaining, supervising
or reviewing any records relating to the beneficial ownership interests.
We expect that once the
depositary receives any payment of principal of, any premium, make-whole amount, interest or additional amount on, a registered
global security, the depositary will immediately credit the participants’ accounts with payments in amounts proportionate
to their respective beneficial interests in the global security, as shown on the records of the depositary. We also expect that
payments by the participants to owners of beneficial interests in the registered global security held through the participants
will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participants.
If the depositary is at
any time unwilling or unable to continue as depositary or ceases to be a clearing agency under the Securities Exchange Act of 1934,
as amended, or the Exchange Act, and we do not appoint a successor depositary within 90 days, we will issue debt securities in
definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide
not to have any of the debt securities of a series represented by one or more global securities, and, in such event, we will issue
debt securities in definitive form in exchange for all of the global security or securities representing the debt securities. We
will register any debt securities issued in definitive form in exchange for a global security in the name or names that the depositary
provides to the trustee. We expect that those names will be based upon directions received by the depositary from the participants
with respect to ownership of beneficial interests in the global security.
Debt securities in bearer
form may also be issued in the form of one or more global securities that will be deposited with a common depositary for Euroclear
and Clearstream, or with a nominee for the depositary identified in the applicable prospectus supplement. We will describe in the
applicable prospectus supplement the specific terms and procedures of the depositary arrangement, including the specific terms
of the depositary arrangement and any specific procedures, for the issuance of debt securities in definitive form in exchange for
a global security in bearer form, with respect to any portion of a series of debt securities to be represented by a global security
in bearer form.
Merger, Consolidation or Sale
We may consolidate with,
or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other corporation, trust or entity
provided that:
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we are the survivor in the transaction, or the survivor, if not us, is an entity organized under
the laws of the United States or a state of the United States, or the State of Israel, which entity expressly assumes by supplemental
indenture the due and punctual payment of the principal of, and any premium, make-whole amount, interest and additional amounts
on, all of the outstanding debt securities and the due and punctual performance and observance of all of the covenants and conditions
contained in the indenture;
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immediately after giving effect to the transaction and treating any indebtedness that becomes an
obligation of ours or one of our subsidiaries as a result of the transaction as having been incurred by us or our subsidiary at
the time of the transaction, there is no event of default under the applicable indenture and no event which, after notice or the
lapse of time, or both, would become an event of default; and
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we deliver an officers’ certificate and an opinion of our legal counsel, each as to the satisfaction
of conditions contained in the applicable indenture (Sections 801 and 803).
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This covenant would not
apply to any recapitalization transaction, a change of control of us or a transaction in which we incur a large amount of additional
debt, unless the transactions or change of control included a merger, consolidation or transfer or lease of substantially all of
our assets. Except as may be described in the applicable prospectus supplement, there are no covenants or other provisions in the
indentures providing for a “put” right or increased interest or that would otherwise afford holders of debt securities
additional protection in the event of a recapitalization transaction, a change of control of us or a transaction in which we incur
a large amount of additional debt.
Certain Covenants
Provision of Financial Information
Whether or not we are subject
to Section 13 or 15(d) of the Exchange Act, we will file annual reports and other documents with the SEC pursuant to Sections
13 and 15(d) of the Exchange Act as if we were so subject, on or prior to the dates by which we are or would have been required
to file those documents if we were so subject. In any event, we will:
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file with the applicable trustee copies of the annual reports and other documents that we are or
would be required to file with the SEC under Sections 13 and 15(d) of the Exchange Act within 15 days of each of the respective
dates by which we are or would have been required to file those reports with the SEC; and
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promptly upon written request and payment of the reasonable cost of duplication and delivery, supply
copies of those documents to holders and any prospective holders of debt securities if filing those documents with the SEC is not
permitted under the Exchange Act (Section 1005).
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Additional Covenants
Any additional covenants
with respect to any series of debt securities will be described in the applicable prospectus supplement.
Events of Default, Notice and Waiver
Except as otherwise provided
in the applicable prospectus supplement, the following events are “events of default” with respect to any series of
debt securities that we may issue under the indentures:
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we fail for 30 days to pay any installment of interest or any additional amounts payable on any
debt security of that series;
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we fail to pay the principal of, or any premium or make-whole amount on, any debt security of that
series when due, either at maturity, redemption or otherwise;
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we fail to make any sinking fund payment as required for any debt security of that series;
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we breach or fail to perform any covenant or warranty contained in the applicable indenture, other
than a covenant added solely for the benefit of a different series of debt securities issued under the applicable indenture or
except as otherwise provided for in the applicable indenture, and our breach or failure to perform continues for 60 days after
we have received written notice in accordance with the applicable indenture of our breach or failure to perform;
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we default under a bond, debenture, note, mortgage, indenture or instrument evidencing indebtedness
for money borrowed by us, or by any subsidiaries of ours that we have guaranteed or for which we are directly responsible or liable
as obligor or guarantor, that has a principal amount outstanding of $20,000,000 or more, other than indebtedness which is non-recourse
to us or our subsidiaries, which default has caused the indebtedness to become due and payable earlier than it would otherwise
have become due and payable, and the indebtedness has not been discharged or the acceleration has not been rescinded or annulled,
within 30 days after written notice was provided to us in accordance with the applicable indenture;
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the bankruptcy, insolvency or reorganization or court appointment of a receiver, liquidator or
appointment of a trustee for us or of any of our Significant Subsidiaries, or for all or substantially all of our properties or
the properties of our Significant Subsidiaries (Section 101); and
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any other event of default described in the applicable prospectus supplement and indenture (Section 501).
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If there is a continuing
event of default with respect to outstanding debt securities of a series, then the trustee or the holders of not less than 25%
in aggregate principal amount of the outstanding debt securities of that series, voting as a single class, may declare immediately
due and payable the principal amount or other amount as may be specified by the terms of those debt securities and any premium
or make-whole amount on the debt securities of that series; provided, however, that upon the occurrence and continuation of certain
defaults related to bankruptcy or insolvency, the principal (or, if any debt securities are Original Issue Discount Securities
or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of, and the Make-Whole Amount, if
any, on, all the outstanding debt securities of that series and any accrued interest through the occurrence of such Event of Default,
shall become due and payable immediately, without any declaration or other act by the trustee or any other holder. However, at
any time after an acceleration with respect to debt securities of a series has been made, but before a judgment or decree for payment
of the money due has been obtained by the trustee, the holders of not less than a majority in principal amount of the outstanding
debt securities of that series may cancel the acceleration and annul its consequences if:
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we pay or deposit with the trustee all required payments of the principal of, and any premium,
make-whole amount, interest, and additional amounts on, the applicable series of debt securities, plus fees, expenses, disbursements
and advances of the trustee; and
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all events of default, other than the nonpayment of accelerated principal, premium, or interest,
with respect to the applicable series of debt securities have been cured or waived as provided in the indentures (Section 502).
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The indentures also provide
that the holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any
past default with respect to that series and its consequences (except in respect of certain events of default related to bankruptcy
or insolvency, the waiver of which requires approval of a majority in principal amount of all outstanding debt securities under
the applicable indenture), except a default involving:
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our failure to pay the principal of, and any premium, make-whole amount, interest or additional
amounts on, any debt security; or
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a covenant or provision contained in the applicable indenture that cannot be modified or amended
without the consent of the holders of each outstanding debt security affected by the default (Section 513).
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The trustee is generally
required to give notice to the holders of debt securities of each affected series within 90 days of a default actually known to
a Responsible Officer of the trustee unless the default has been cured or waived. The trustee may, however, withhold notice of
default if the Responsible Officers of the trustee in good faith determine that the withholding of such notice is in the interests
of the holders of the debt securities of that series unless the default relates to:
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our failure to pay the principal of, and any premium, make-whole amount, interest or additional
amounts on, any debt security of that series; or
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any sinking fund installment for any debt securities of that series (Sections 101 and 601).
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Each indenture provides
that no holder of debt securities of any series may institute a proceeding with respect to the indenture or for any remedy under
the indenture, unless the trustee fails to act for 60 days after it has received a written notice of a continuing event of default
with respect to the debt securities of that series from such holder and a written request to institute proceedings in respect of
an event of default from the holders of not less than 25% in principal amount of the outstanding debt securities of that series
(except in respect of certain events of default related to bankruptcy or insolvency, which requires the written request of not
less than 25% in principal amount of all outstanding debt securities under the applicable indenture), as well as an offer of indemnity
satisfactory to the trustee; provided, that no direction inconsistent with such request has been given to the trustee during such
60-day period by the holders of a majority in principal amount of outstanding debt securities of that series (Section 507). This
provision will not prevent, however, any holder of debt securities from instituting suit for the enforcement of payment of the
principal of, and any premium, make-whole amount, interest or additional amounts on, the debt securities at their respective due
dates (Section 508).
Subject to provisions in
each indenture relating to the trustee’s duties in case of default, the trustee is not under an obligation to exercise any
of its rights or powers under the indenture at the request or direction of any holders of any series of debt securities then outstanding,
unless the holders have offered to the trustee security or indemnity satisfactory to it (Section 602). Subject to these provisions
for the indemnification of the trustee, the holders of not less than a majority in principal amount of all outstanding debt securities
under the applicable indenture will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or of exercising any trust or power conferred upon the trustee. The trustee may, however, refuse to follow
any direction which conflicts with any law or the applicable indenture, which may involve the trustee in personal liability or
which may be unduly prejudicial to the holders of debt securities of the applicable series not joining in the direction (Section
512).
Within 120 days after the
close of each fiscal year, we must deliver to the trustee a certificate, signed by one of several specified officers, stating that
officer’s knowledge of our compliance with all the conditions and covenants under the applicable indenture, and, in the event
of any noncompliance, specifying the noncompliance and the nature and status of the noncompliance (Section 1006).
Modification of the Indentures
Modification Without Consent of the Holders
Together with the trustee,
we may, when authorized by our Board of Directors, modify each of the indentures without the consent of any holder of debt securities
for any of the following purposes:
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to evidence the succession of another person to us as obligor under the indenture;
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to add to our existing covenants additional covenants for the benefit of the holders of all or
any series of debt securities, or to surrender any right or power conferred upon us in the indenture;
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to add events of default for the benefit of the holders of all or any series of debt securities;
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to add or change any provisions of the indenture to facilitate the issuance of, or to liberalize
the terms of, debt securities in bearer form, or to permit or facilitate the issuance of debt securities in uncertificated form,
provided that this action will not adversely affect the interests of the holders of the debt securities of any series in any material
respect;
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to add, change or eliminate any provisions of the indenture, provided that any addition, change
or elimination shall neither apply to any debt security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision nor modify the rights of the holder of any debt security with respect to such provision
or become effective only when there are no outstanding debt securities;
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to secure previously unsecured debt securities;
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to establish the form or terms of debt securities of any series, including the provisions and procedures,
if applicable, for the conversion or exchange of the debt securities into our common stock, preferred stock or other securities
or property;
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to evidence and provide for the acceptance or appointment of a successor trustee or facilitate
the administration of the trusts under the indenture by more than one trustee;
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to make any provision with respect to the conversion or exchange of rights of holders pursuant
to the requirements of the indenture;
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to cure any ambiguity, defect or inconsistency in the indenture, provided that the action does
not adversely affect the interests of holders of debt securities of any series issued under the indenture;
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to close the indenture with respect to the authentication and delivery of additional series of
debt securities or to qualify, or maintain qualification of, the indenture under the Trust Indenture Act; or
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to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate
defeasance and discharge of any series of debt securities, provided that the action shall not adversely affect the interests of
the holders of the debt securities of any series in any material respect (Section 901).
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Modification With Consent of Holders
Together with the trustee,
we may, when authorized by our Board of Directors, also make modifications and amendments to each indenture with the consent of
the holders of a majority in principal amount of the outstanding debt securities of all affected series. Without the consent of
each affected holder, however, no modification to either indenture may:
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change the stated maturity of the principal of, or any premium, make-whole amount or installment
of principal of, or interest on, any debt security;
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reduce the principal amount of, or the rate or amount of interest on, or any premium or make-whole
amount payable on redemption of, or any additional amounts payable with respect to, any debt security or change any obligation
to pay additional amounts except as permitted by the indenture;
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reduce the amount of principal of an original issue discount security or make-whole amount that
would be due and payable upon declaration of acceleration of the maturity of the original discount or other security, or would
be provable in bankruptcy, or adversely affect any right of repayment of the holder of any debt security;
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change the place of payment or the currency or currencies of payment of the principal of, and any
premium, make-whole amount, interest, or additional amounts on, any debt security;
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impair the right to institute suit for the enforcement of any payment on or with respect to any
debt security;
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reduce the percentage of the holders of outstanding debt securities of any series necessary to
modify or amend the indenture, to waive compliance with provisions of the indenture or defaults and their consequences under the
indenture, or to reduce the quorum or voting requirements contained in the indenture;
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make any change that adversely affects the right to convert or exchange any debt security other
than as permitted by the indenture or decrease the conversion or exchange rate or increase the conversion or exchange price of
any such debt security; or
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modify any of the foregoing provisions or any of the provisions relating to the waiver of past
defaults or covenants, except to increase the required percentage of holders necessary to effect that action or to provide that
other provisions may not be modified or waived without the consent of the holder of the debt security (Section 902).
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Documentation
Any modification or amendment
of an indenture, whether effected with or without the consent of any holder, will be documented in a supplemental indenture.
Discharge, Defeasance and Covenant Defeasance
Unless the terms of a series
of debt securities provide otherwise, under the indentures, we may discharge some of our respective obligations to holders of any
series of debt securities that:
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have not already been delivered to the trustee for cancellation and that either have become due
and payable or will become due and payable within one year; or
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are scheduled for redemption within one year.
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We can discharge these
obligations by irrevocably depositing with the trustee funds in the currency or currencies in which the debt securities are payable
in an amount sufficient to pay and discharge the entire indebtedness on those debt securities, including principal of, and any
premium, make-whole amount, interest and additional amounts on, the debt securities on and up to the date of such deposit, or,
if the debt securities have become due and payable, on and up to the stated maturity or redemption date, as the case may be (Section
401).
In addition, if the terms
of the debt securities of a series permit us to do so, we may elect either of the following:
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to defease and be discharged from any and all obligations with respect to the debt securities,
except, among other things, our obligations to the holders of Outstanding Securities (Sections 1402, 1403 and 1404);
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pay any additional amounts upon the occurrence of several particular tax and other events;
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pay the fees, expenses and indemnitees of the trustee;
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register the transfer or exchange of the debt securities;
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replace temporary or mutilated, destroyed, lost or stolen debt securities;
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maintain an office or agency for the debt securities; and
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hold monies for payment in trust; or
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to be released from our obligations with respect to the debt securities under sections of the applicable
indenture described under “Certain Covenants” or, if permitted by the terms of the debt securities, our obligations
with respect to any other covenant.
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If we choose to be released
from our respective obligations under the covenants, any failure to comply with any of the obligations imposed on us by the covenants
will not constitute a default or an event of default with respect to the debt securities (Section 1403). However, to make either
election, we must irrevocably deposit with the trustee an amount, in such currency or currencies in which the debt securities are
payable at their stated maturity, or in Government Obligations (Section 101), or both, that will provide sufficient funds to pay
the principal of, and any premium, make-whole amount, interest and additional amounts on, the debt securities, and any mandatory
sinking fund or similar payments on the debt securities, on the relevant scheduled due dates.
We may defease and discharge
the obligations, as described in the preceding paragraphs, only if, among other things, we have delivered to the trustee an opinion
of counsel to the effect that:
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the holders of the debt securities will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of the defeasance or covenant defeasance described in the previous paragraphs and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance
or covenant defeasance had not occurred; and
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in the case of defeasance, the opinion of counsel must refer to, and be based upon, a ruling of
the Internal Revenue Service or a change in applicable U.S. federal income tax laws occurring after the date of the applicable
indenture (Section 1404).
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Unless otherwise provided
in the applicable prospectus supplement, if, after we have deposited funds and/or Government Obligations to effect defeasance or
covenant defeasance with respect to debt securities of any series:
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the holder of a debt security of the series elects to receive payment in a currency other than
that in which the deposit has been made in respect of the debt security (Section 301); or
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a conversion event, as defined below, occurs in respect of the currency in which the deposit has
been made,
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then the indebtedness represented by the debt
security will be fully discharged and satisfied through the payment of the principal of, and any premium, make-whole amount and
interest on, the debt security as they become due, and additional amounts, if any, out of the proceeds yielded by converting the
amount deposited in respect of the debt security into the currency in which the debt security becomes payable as a result of the
holder’s election or the conversion event based on the applicable market exchange rate (Section 1405).
Unless otherwise provided
in the applicable prospectus supplement, a “conversion event” means the cessation of use of:
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a currency issued by the government of one or more countries other than the United States, both
by the government of the country that issued that currency and for the settlement of transactions by a central bank or other public
institutions of or within the international banking community;
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the European Community, both within the European Monetary System and, for the settlement of transactions,
by public institutions of or within the European Community; or
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any currency for the purposes for which it was established.
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Unless otherwise provided
in the applicable prospectus supplement, we will make all payments of principal of, and any premium, make-whole amount, interest
and additional amounts on, any debt security that is payable in a foreign currency that ceases to be used by its government of
issuance in United States dollars.
In the event that we effect
covenant defeasance with respect to any debt securities and the debt securities are declared due and payable because of the occurrence
of an event of default other than:
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the event of default described in the fourth bullet under “Certain Covenants—Events
of Default, Notice and Waiver,” which would no longer be applicable to the debt securities of that series (Section 1005);
or
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the event of default described in the sixth bullet under “Certain Covenants—Events
of Default, Notice and Waiver” with respect to a covenant as to which there has been covenant defeasance,
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then the amount on deposit with the trustee
will still be sufficient to pay amounts due on the debt securities at the time of their stated maturity but may not be sufficient
to pay amounts due on the debt securities at the time of the acceleration resulting from the event of default. In this case, we
would remain liable to make payment of the amounts due at the time of acceleration.
The applicable prospectus
supplement may describe any additional provisions permitting defeasance or covenant defeasance, including any modifications to
the provisions described above, with respect to a particular series of debt securities.
Conversion and Exchange Rights
The terms on which debt
securities of any series may be convertible into or exchangeable for our common stock, preferred stock or other securities or property
will be described in the applicable prospectus supplement. These terms will include:
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the conversion or exchange price, or the manner of calculating the price;
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the exchange or conversion period;
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whether the conversion or exchange is mandatory, or voluntary at the option of the holder or at
our option;
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any restrictions on conversion or exchange in the event of redemption of the debt securities and
any restrictions on conversion or exchange; and
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the means of calculating the number of shares of our common stock, preferred stock or other securities
or property of us to be received by the holders of debt securities.
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The conversion or exchange
price of any debt securities of any series that are convertible into our common stock or preferred stock may be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar transactions, as set forth in the applicable prospectus
supplement (Article Sixteen).
Governing Law
The indentures are governed
by the laws of the State of New York.
Redemption of Debt Securities
The debt securities may
be subject to optional or mandatory redemption on terms and conditions described in the applicable prospectus supplement. Subject
to such terms, we may opt at any time to partially or entirely redeem the debt securities.
From and after notice has
been given as provided in the applicable indenture, if funds for the redemption of any debt securities called for redemption shall
have been made available on the redemption date, the debt securities will cease to bear interest on the date fixed for the redemption
specified in the notice, and the only right of the holders of the debt securities will be to receive payment of the redemption
price.
DESCRIPTION OF UNITS
We may issue units comprised
of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.
The prospectus supplement
relating to any units we offer will, to the extent applicable, include specific terms relating to the offering, including some
or all of the following:
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the material terms of the units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred separately;
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any material provisions relating to the issuance, payment, settlement, transfer or exchange of
the units or of the securities comprising the units; and
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any material provisions of the governing unit agreement that differ from those described above.
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The description in the
applicable prospectus supplement of any units we offer will not necessarily be complete and will be qualified in its entirety by
reference to the applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you
can obtain copies of the applicable unit agreement if we offer units, see “Where You Can Find More Information” and
“Incorporation of Certain Documents by Reference” beginning on page 31. We urge you to read the applicable unit agreement
and any applicable prospectus supplement in their entirety.
PLAN OF DISTRIBUTION
We may sell the securities
described in this prospectus from time to time in one or more of the following ways:
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to or through underwriters or dealers;
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directly to one or more purchasers;
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through a combination of any of those methods of sale.
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The prospectus supplement
with respect to the offered securities will describe the terms of the offering, including the following:
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the name or names of any underwriters or agents;
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any public offering price;
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the proceeds from such sale;
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any underwriting discounts or agency fees and other items constituting underwriters’ or agents’
compensation;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchanges on which the securities may be listed.
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We may distribute the securities from time
to time in one or more of the following ways:
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at a fixed public offering price or prices, which may be changed;
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at prices relating to prevailing market prices at the time of sale;
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at varying prices determined at the time of sale; or
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Unless otherwise indicated
in the applicable prospectus supplement, if we use underwriters for a sale of securities, the underwriters will acquire the securities
for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price, or at varying prices determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting agreement. Unless otherwise indicated
in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered if they purchase
any of the securities of that series. We may change from time to time any initial public offering price and any discounts or concessions
the underwriters allow or reallow or pay to dealers. We may use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement naming the underwriter the nature of any such relationship. We may designate agents who agree
to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing
basis. We may also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers,
or agents may receive compensation in the form of discounts, concessions, or commissions from us or from purchasers of the securities
as their agents in connection with the sale of the securities. These underwriters, dealers, or agents may be considered to be underwriters
under the Securities Act. As a result, discounts, commissions, or profits on resale received by underwriters, dealers, or agents
may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any underwriter, dealer, or
agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Unless otherwise specified
in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market,
other than our ordinary shares, which is listed on the Nasdaq Capital Market. We may elect to apply for listing of our ordinary
shares on another securities exchange or to list any other class or series of securities on any exchange, but we are not obligated
to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as
to the liquidity of the trading market for any of the securities.
In connection with any
offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions,
and penalty bids in accordance with Regulation M under the Exchange Act.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum.
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Over-allotment involves sales by the underwriters of our ordinary shares in excess of the number
of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either
a covered short position or a naked short position. In a covered short position, the number of our ordinary shares over-allotted
by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short
position, the number of our ordinary shares involved is greater than the number of shares in the over-allotment option. The underwriters
may close out any covered short position by either exercising their over-allotment option or purchasing our ordinary shares in
the open market.
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Syndicate covering transactions involve purchases of our ordinary shares in the open market after
the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out
the short position, the underwriters will consider, among other things, the price of our ordinary shares available for purchase
in the open market as compared to the price at which they may purchase shares through the over-allotment option so that if there
is a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there could be downward pressure on the price of our ordinary shares
in the open market after the pricing of any offering that could adversely affect investors who purchase in that offering.
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Penalty bids permit the representatives of the underwriters to reclaim a selling concession from
a syndicate member when the ordinary shares originally sold by the syndicate member is purchased in a stabilizing or syndicate
covering transaction to cover syndicate short positions.
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These stabilizing transactions,
over-allotments, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price
of our ordinary shares or preventing or retarding a decline in the market price of our ordinary shares. As a result, the price
of our ordinary shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected
on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.
We may engage in at the
market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may
enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third
parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus,
will be named in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution
or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The specific terms of any
lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
Underwriters, dealers,
and agents may be entitled under agreements entered into with us to indemnification against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to payments they may be required to make in respect of these
liabilities thereof. Underwriters, dealers, and agents and their affiliates may be customers of, may engage in transactions with,
or perform services for us in the ordinary course of business for which they receive compensation.
LEGAL MATTERS
Certain legal matters with
respect to Israeli law and with respect to the validity of the offered securities under Israeli law will be passed upon for us
by Meitar Liquornik Geva Leshem Tal, Ramat Gan, Israel. Certain legal matters with respect to U.S. federal securities law will
be passed upon for us by Greenberg Traurig, P.A., Miami, Florida.
EXPERTS
The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2016 have been so
incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue
as a going concern as described in Note 1a(2) to the financial statements) of Kesselman & Kesselman, Certified Public Accountants
(Isr.), an independent registered public accounting firm and a member firm of PricewaterhouseCoopers International Limited, given
on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting
requirements of the Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file
reports, including annual reports on Form 20-F, with the SEC. We also furnish to the SEC under cover of Form 6-K material information
required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy
statements to shareholders and our officers, directors and principal shareholders are exempt from the “short-swing profits”
reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.
The registration statement
on Form F-3 of which this prospectus forms a part, including the exhibits and schedules thereto, and reports and other information
filed by us with the SEC may be inspected without charge and copied at prescribed rates at the SEC’s Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material are also available by mail from the Public Reference Section
of the SEC, at 100 F. Street, N.E., Washington D.C. 20549, at prescribed rates. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers, such as us, that file electronically with the SEC (
http://www.sec.gov
).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual and special
reports and other information with the SEC (File Number 001-37521). These filings contain important information that does not appear
in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus, which means that
we can disclose important information to you by referring you to other documents which we have filed or will file with the SEC.
We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to
such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that
all of the securities offered by this prospectus have been sold or de-registered:
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Our Annual Report on Form 20-F for the fiscal year ended on December 31, 2016, filed with the SEC
on April 7, 2017;
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The description of our ordinary shares contained in Item 1 of the Registration Statement on Form
8-A (File No. 001-37521), filed with the SEC on July 28, 2015; and
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Our Reports on Form 6-K furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange
Act on April 11, 2017, April 19, 2017, April 27, 2017, May 3, 2017, May 24, 2017 and June 1, 2017 (regarding the
results
of the Special General Meeting of Shareholders held on June 1, 2017
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In addition, any reports
on Form 6-K submitted to the SEC by us pursuant to the Exchange Act after the date of the registration statement and prior to effectiveness
of the registration statement that we specifically identify in such forms as being incorporated by reference into the registration
statement of which this prospectus forms a part and all subsequent annual reports on Form 20-F filed after the effective date of
this registration statement and prior to the termination of this offering and any reports on Form 6-K subsequently submitted to
the SEC or portions thereof that we specifically identify in such forms as being incorporated by reference into the registration
statement of which this prospectus forms a part, shall be considered to be incorporated into this prospectus by reference and shall
be considered a part of this prospectus from the date of filing or submission of such documents.
Certain statements in and
portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements
in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions
of this prospectus or the above listed documents.
We will provide you without
charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than
exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written
or telephone requests to 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel Attn: Chief Financial Officer, telephone number
+972 (2) 586 4657. You may also obtain information about us by visiting our website at
www.intecpharma.com
. Information
contained in our website is not part of this prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in
this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States.
Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the
United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible
within the United States.
It may be difficult to
assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based
on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition,
even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim.
If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject to specified time
limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain
exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange
Act and including a monetary or compensatory judgment in a non-civil matter, provided that:
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the judgments are obtained after due process before a court of competent jurisdiction, according
to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;
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the prevailing law of the foreign state in which the judgments were rendered allows the enforcement
of judgments of Israeli courts (however, the Israeli courts may waive this requirement following a request by the attorney general);
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adequate service of process has been effected and the defendant has had a reasonable opportunity
to be heard and to present his or her evidence;
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the judgments are not contrary to public policy, and the enforcement of the civil liabilities set
forth in the judgment does not impair the security or sovereignty of the State of Israel;
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the judgments were not obtained by fraud and do not conflict with any other valid judgment in the
same matter between the same parties;
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an action between the same parties in the same matter is not pending in any Israeli court at the
time the lawsuit is instituted in the foreign court; and
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the obligations under the judgment are enforceable according to the laws of the State of Israel
and according to the law of the foreign state in which the relief was granted.
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We have irrevocably appointed
Vcorp Agent Services, Inc., as our agent to receive service of process in any action against us in any United States federal or
state court arising out of this offering or any purchase or sale of securities in connection with this offering.
If a foreign judgment is
enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency
and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency
is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on
the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment
of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the
annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange
rates.
OFFERING EXPENSES
The following is a statement
of expenses in connection with the distribution of the securities registered. All amounts shown are estimates except the SEC registration
fee. Each prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering
of securities under that prospectus supplement.
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SEC registration fees
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$
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11,590
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Trustees’ and transfer agents’ fees
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*
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Printing and engraving costs
|
|
|
*
|
|
|
Legal fees and expenses
|
|
|
*
|
|
|
Accountants fees and expenses
|
|
|
*
|
|
|
Miscellaneous
|
|
|
*
|
|
|
|
|
|
|
|
|
Total
|
|
|
*
|
|
* These fees and expenses depend on the securities
offered and the number of issuances and accordingly cannot be estimated at this time.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Under the Israeli Companies
Law 5759-1999, or the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty.
An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused
to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its
articles of association. Our articles of association include such a provision. Under our articles of association, we may not exculpate
in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law,
a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him
or her as an office holder, pursuant to an undertaking made either in advance of an event or following an event, provided its articles
of association include a provision authorizing such indemnification:
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·
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financial liability imposed on him or her in favor of another person pursuant to a judgment, including
a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect
to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board
of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount
or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall
detail the abovementioned foreseen events and amount or criteria;
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder
(i) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation
or proceeding, provided that (A) no indictment was filed against such office holder as a result of such investigation or proceeding;
and (B) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding
as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an
offense that does not require proof of criminal intent; and (ii) in connection with a monetary sanction; and
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder
or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection
with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not
require proof of criminal intent.
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Under the Companies Law
and the Israeli Securities Law 5728-1968, or the Israeli Securities Law, a company may insure an office holder against the following
liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s
articles of association:
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·
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a breach of the duty of loyalty to the company, provided that the office holder acted in good faith
and had a reasonable basis to believe that the act would not harm the company;
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·
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a breach of duty of care to the company or to a third party, to the extent such a breach arises
out of the negligent conduct of the office holder; and
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·
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a financial liability imposed on the office holder in favor of a third party.
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Under our articles of association,
we may insure and indemnify an office holder against the aforementioned liabilities as well as the following liabilities:
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·
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any breach of duty of care to us or to a third party;
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·
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any other action which is permitted by law to insure an office holder against;
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·
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any expenses incurred and/or paid by the office holder in connection with an administrative enforcement
procedure under any applicable law including the Efficiency of Enforcement Procedures in the Securities Authority Law (legislation
amendments), 5771-2011, and the Israeli Securities Law, which we refer to as an Administrative Enforcement Procedure, and including
reasonable litigation expenses and attorney fees; and
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·
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any financial liability in favor of a victim of a felony pursuant to Section 52ND of the Israeli
Securities Law.
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Under the Companies Law,
a company may not indemnify, exculpate or insure an office holder against any of the following:
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·
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a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty
of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the
act would not harm the company;
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·
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a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely
out of the negligent conduct of the office holder;
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·
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an act or omission committed with intent to derive illegal personal benefit; or
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·
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a civil or administrative fine or forfeit levied against the office holder.
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Under the Companies Law,
exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee
and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Our articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or
to be permitted by the Companies Law and the Israeli Securities Law.
We have entered into agreements
with each of our directors and executive officers exculpating them, to the fullest extent permitted by law and our articles of
association, and undertaking to indemnify them to the fullest extent permitted by law and our articles of association. This indemnification
is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according
to criteria determined by the board of directors as reasonable under the circumstances.
The maximum indemnification
amount set forth in such agreements is limited to an amount which shall not exceed 25% of our shareholders equity based on our
most recently audited or reviewed financial statements prior to actual payment of the indemnification amount. Such maximum amount
is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement.
In the opinion of the SEC,
indemnification of directors and office holders for liabilities arising under the Securities Act, however, is against public policy
and therefore unenforceable.
We have obtained directors’
and officers’ liability insurance for the benefit of our office holders and intend to continue to maintain such coverage
and pay all premiums thereunder to the fullest extent permitted by the Companies Law. In addition, we have entered into agreements
with each of our office holders undertaking to indemnify them to the fullest extent permitted by the Companies Law, including with
respect to liabilities resulting from this offering to the extent that these liabilities are not covered by insurance.
Item 9. Exhibits
The index to exhibits appears
below on the page immediately following the signature pages of this Registration Statement.
Item 10. Undertakings
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(1)
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The undersigned registrant hereby undertakes:
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(a) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
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provided, however,
that paragraphs (a)(i),
(a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in this registration statement or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose
of determining any liability under the Securities Act of 1933, 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.
(c) 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.
(d) 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 Securities 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 (1)(d) 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. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 if such financial statements and information are
contained in 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 of 1934 that are incorporated by reference in the Form F-3.
(e) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
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(f) That, for the purpose
of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
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(i)
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any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
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(ii)
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any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii)
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the portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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(2) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes
to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer,
the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the
underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms
differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms
of such offering.
(4) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
(5) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(6) The undersigned registrant hereby undertakes
that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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.
(8) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under
section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jerusalem, State of Israel on June 6, 2017.
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|
By:
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/s/ Giora Carni
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|
|
Name: Giora Carni
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|
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Title: Chief Executive Officer
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KNOW ALL PERSONS BY THESE
PRESENTS, each director and officer whose signature appears below constitutes and appoints Giora Carni or Nir Sassi, or either
of these, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and
all capacities any and all amendments or post-effective amendments to this registration statement on Form F-3, and to sign any
and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed
pursuant to Rule 462(b) of the Securities Act, and to file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting such attorney-in-fact and agent full power and authority to do
all such other acts and execute all such other documents as he may deem necessary or desirable in connection with the foregoing,
as fully as the undersigned may or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent
may 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 by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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/s/
Dr. John W. Kozarich
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Chairman of the Board of Directors
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June 6, 2017
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Dr. John W. Kozarich
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/s/
Giora Carni
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Chief Executive Officer and Director
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June 6, 2017
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Giora Carni
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(Principal Executive Officer)
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/s/
Nir Sassi
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Chief Financial Officer
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June 6, 2017
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Nir Sassi
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(Principal Financial and Accounting Officer)
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/s/
Jeffrey A. Meckler
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Vice-Chairman of the Board of Directors
|
|
June 6, 2017
|
|
Jeffrey A. Meckler
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/s/
Gil Bianco
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Director
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June 6, 2017
|
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Gil Bianco
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/s/ Z
vi Joseph
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Director
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June 6, 2017
|
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Zvi Joseph
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/s/
Hila Karah
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Director
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June 6, 2017
|
|
Hila Karah
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/s/
Issac Silberman
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Director
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|
June 6, 2017
|
|
Issac Silberman
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Signature of authorized representative
in the United States
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Intec Pharma
Ltd. has signed this registration statement on the 6th day of June, 2017.
|
|
VCORP AGENT SERVICES, INC.
|
|
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|
By:
|
/S/ Miriam I. Katz
|
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Name: Miriam I. Katz
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|
|
Title: Assistant Secretary
|
EXHIBIT INDEX
* To be filed, if applicable, by amendment,
or as an exhibit to a report on Form 6-K and incorporated herein by reference.
** To be filed by amendment to this
registration statement or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
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