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Item 1.
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Security And Issuer.
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This Amendment No.
8
(this “
Amendment No.
8
”) to the Statement of Beneficial Ownership on Schedule 13D filed on June 2, 2016 (the “
Statement
”), as amended by Amendment No. 1 thereto filed on August 29, 2016 (“
Amendment No. 1
”), Amendment No. 2 thereto filed on November 23, 2016 (“
Amendment No. 2
”), Amendment No. 3 thereto filed on January 25, 2017 (“
Amendment No. 3
”), Amendment No. 4 thereto filed on February 6, 2017 (“
Amendment No. 4
”), Amendment No. 5 thereto filed on February 27, 2017 (“
Amendment No. 5
”),
Amendment No. 6 thereto filed on August 18, 2017 (“
Amendment No.
6
”) and Amendment No. 7 thereto filed on September 6, 2017 (“
Amendment No. 7
”), relates to the Ordinary Shares, NIS 0.03 par value per share (“
Ordinary Shares
”) of RADA Electronic Industries Ltd., an Israeli company (the “
Issuer
” or “
RADA
”).
Capitalized terms used herein that are not otherwise defined shall have the respective meanings assigned thereto in the Statement and/or in Amendments No. 1, No. 2, No. 3, No. 4, No. 5
, No. 6
and No.
7
.
This Amendment No.
8
is being filed by the Reporting Persons to report (i)
the sale
by DBSI (as defined in Item 2 below),
in an open market transaction entered into on September 22, 2017, of an
additional
142,083
Initial Shares that had been acquired by it at the Closing,
(ii) the
sale
by DBSI,
in open market transactions entered into on September 20, 21, and 22, 2017, of the remaining 457
,917 Convertible Loan Shares
that had been held by it
, and (iii) the
exercise
by DBSI, on September
24
, 2017, of
636,364 Warrants to purchase 636,364 Second Warrant
Shares
at an exercise price of $0.55 per share for an aggregate exercise price of $350,000.
The foregoing transactions have increased, in the aggregate,
the number of Ordinary Shares
actually held by DBSI relative to the number reported in Amendment No. 7 (while decreasing the number of, and the percentage (by greater than 1%) of the outstanding, Ordinary Shares
beneficially owned by DBSI and the other Reporting Persons,
due to
the
reduction in
the
remaining number
of
Warrants held by
DBSI
resulting from the above-described exercise of Warrants).
Except as modified by the information provided in this Item 1, the information set forth in Item 1 of the Statement, as supplemented by the information that appeared in Item 1 of Amendments No. 1, No. 2, No. 3, No. 4, No. 5
, No. 6
and No.
7
, is incorporated by reference herein in response to the disclosure requirements of Item 1 of Schedule 13D.
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Item 2.
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Identity and Background
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This Amendment No. 8 is being filed by each of (1) DBSI Investments Ltd. (“
DBSI
” or the “
Reporting Entity
”), (2) Barak Dotan and (3) Yossi Ben Shalom.
Messrs. Dotan and Ben Shalom are together referred to sometimes hereafter as the “
Reporting Individuals
”, and, together with the Reporting Entity, the “
Reporting Persons
”.
The information set forth in the Statement in response to:
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·
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paragraphs (b)-(c) and (f) of Item 2, concerning DBSI;
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·
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paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s executive officers and directors;
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·
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paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s controlling shareholders;
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·
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paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Barak Dotan; and
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·
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paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Yossi Ben Shalom
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is in each case incorporated by reference herein in response to the disclosures required by the corresponding paragraphs of this Amendment No. 8.
(d)
Criminal Proceedings
: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.
(e)
Civil Proceedings
: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The internal funds of DBSI
served as the source of funds for the
exercise
by DBSI of
Warrants to purchase 636,364 Second Warrant
Shares
at an exercise price of $0.55 per share for an aggregate exercise price of $350,000, as
reported in this Amendment No.
8.
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Item 4.
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Purpose of Transaction.
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The information set forth in the corresponding paragraph of the Statement with respect to DBSI (and, indirectly, the Reporting Individuals) is incorporated by reference herein.
In addition, the Reporting Persons note that DBSI may be required to dispose of up to 180,000 Ordinary Shares to Sphera Capital pursuant to exercise(s) by Sphera Capital of the Sphera Capital Option up until January 31, 2018.
DBSI reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of RADA purchased by it.
Except as set forth in this Item 4, DBSI has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although DBSI does not rule out the possibility of effecting or seeking to effect any such actions in the future.
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Item 5.
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Interest in Securities of the Issuer.
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All calculations of beneficial ownership percentage in this Amendment No. 7 are made on the basis of 29,
982,127
Ordinary Shares outstanding as of September
24
, 2017, which is based on information provided to DBSI by the Issuer upon DBSI’s inquiry.
(a)
DBSI is the beneficial owner of
11,803,671
Ordinary Shares of the Issuer, constituting
36.0
% of the issued and outstanding Ordinary Shares of the Issuer. Such number of Ordinary Shares consists of the following:
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(i)
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3,911,988
remaining Ordinary Shares from among the Initial Shares purchased by DBSI from the Issuer at the Closing;
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(ii)
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4,255,319 First Warrant Shares, in the aggregate, issued to DBSI upon exercise of Warrants on August 29, 2016, November 9, 2016, January 18, 2017 and August 17, 2017;
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(iii)
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818,182 Second Warrant Shares, in the aggregate, issued to DBSI upon exercise of Warrants on September 6, 2017 and September 24, 2017; and
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(iv)
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2,818,182 additional Second Warrant Shares issuable to DBSI upon exercise of outstanding Warrants held by
it.
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DBSI
has sold
the
remaining 457
,917 Convertible Loan Shares
that it had held as reported in Amendment No. 7 and now holds no remaining Convertible Loan Shares from the Convertible Loan Shares issued to it
on August 28, 2017 upon conversion of the entirety of its $3,175,000 convertible loan to the Issuer that was funded on June 15, 2016
.
(c) During the past 60 days, DBSI has effected the transactions with respect to Ordinary Shares described in paragraph (c) of Item 5 of
each of
Amendment No. 6
and Amendment No. 7
, and, in addition, since the filing of Amendment No.
7
, has effected the following additional transactions with respect to Ordinary Shares:
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Type of Transaction and Date
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Quantity of Ordinary Shares Sold/Purchased
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Price Per Share
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Total ($)
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Sales:
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September 20
, 2017
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169
,200
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*
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$
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3.21965
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$
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544,765
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September 21
, 2017
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276,689
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*
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$
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3.28874
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$
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909,958
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September 22
, 2017
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12,028
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*
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$
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3.31240
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$
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39,842
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September 22
, 2017
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142,083
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**
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$
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3.4644
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$
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492,232
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Purchase of Shares
vis Exercise
of
Warrants
:
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September 24
, 2017
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636,364
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***
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$
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0.
55
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$
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350
,000
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(*) This was a sale of Convertible Loan Shares that had been issued to DBSI on August 28, 2017
.
(**) This was a sale of Initial Shares purchased by DBSI from the Issuer at the Closing.
(***) These are Second Warrant Shares issued upon exercise of Warrants issued to DBSI at the Closing.
Except as described in this Amendment No. 8, none of the Reporting Persons has effected any transactions in the Ordinary Shares (or other securities of RADA convertible into, or exercisable for, Ordinary Shares) in the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Registration Rights
The description in Item 6 of the Statement of the registration rights granted by the Issuer to DBSI under each of the Purchase Agreement and the Registration Rights Agreement is incorporated by reference in response to this Item 6.
Pursuant to those registration rights
, as described in Amendment No. 1, the Issuer filed a shelf registration statement on Form F-3 with the SEC on June 15, 2016, for the public resale by DBSI of up to 5,299,655 Initial Shares (which now constitute 2,649,828 Ordinary Shares, following the Reverse Share Split), which was declared effective by the SEC on June 22, 2016.
Also pursuant to those registration rights, on March 27, 2017, the Issuer filed an additional shelf registration statement on Form F-3 with the SEC, for the public resale by DBSI of up to 4,351,568 Ordinary Shares, which was declared effective by the SEC on March 31, 2017. Furthermore, on September 1, 2017, the Issuer filed an additional shelf registration statement on Form F-3 with the SEC, for the public resale by DBSI of up to 3,549,071 additional Ordinary Shares, which was declared effective by the SEC on September 13, 2017.
Rights to Acquire Additional Shares
Warrants
The description in Item 6 of the Statement of the Warrants issued by the Issuer to DBSI at the Closing is incorporated by reference in response to this Item 6. In addition, as reported in Items 1 and 5(c) of Amendment No. 1, in Items 1 and 5(c) of Amendment No. 2, in Items 1 and 5(c) of Amendment No. 3
,
in Items 1 and 5(c) of Amendment No.
6, in Items 1 and 5(c) of Amendment No. 7, and in Items 1 and 5(c) of this Amendment No. 8
since the filing of the Statement— on August 29, 2016, November 9, 2016, January 18, 2017
,
August 17
, 2017, September 6, 2017 and September 24
, 2017— DBSI exercised Warrants to purchase 531,915, 2,127,660, 531,915 and 1,063,829 First Warrant Shares
and 181,818 and 636,364 Second Warrant Shares
, respectively.