As
filed with the Securities and Exchange Commission on April 3, 2023
Registration
No. 333-264306
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 2
to Form F-1
on
FORM F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHA
TAU MEDICAL LTD.
(Exact Name of Registrant as Specified in its Charter)
State of Israel |
|
7372 |
|
Not
Applicable |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification No.) |
Alpha
Tau Medical Ltd.
Kiryat
HaMada St. 5
Jerusalem,
Israel 9777605
+972
(3) 577-4115
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Alpha
Tau Medical, Inc.
1
Union Street 3rd Floor
Lawrence,
MA 01840
(833)
455-3278
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Michael
J. Rosenberg
Joshua
G. Kiernan
Latham
& Watkins LLP
99
Bishopsgate
London
EC2M 3XF
United
Kingdom
Tel:
(+44) (20) 7710-1000 |
|
Nathan
Ajiashvili
Latham
& Watkins LLP
1271
Avenue of the Americas
New
York, NY 10021
Tel:
(212) 906-1200 |
|
Shachar
Hadar
Matthew
R. Rudolph
Meitar
| Law Offices
16
Abba Hillel Silver Rd.
Ramat
Gan 5250608, Israel
Tel:
+972 (3) 610-3100 |
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effectiveness of this registration statement.
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, check the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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 ☒
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. ☐
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 Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Alpha
Tau Medical Ltd. (the “Company”) filed the Registration Statement on Form F-1 with the SEC on April 5, 2022 (File No. 333-264306),
which was declared effective on May 3, 2022 (the “Prior Registration Statement”). The Company filed Post-Effective No. 1
to the Prior Registration Statement which amended the Prior Registration on September 6, 2022, which was declared effective on September
13, 2022. The Prior Registration Statement, as amended, registered the issuance of up to (i) 15,771,731 ordinary shares issuable upon
the exercise of warrants including (a) 13,629,732 ordinary shares issuable upon the exercise of warrants of the Company that were issued
in exchange for the public warrants of Healthcare Capital Corp., a Delaware corporation (“HCCC”) (the “public warrants”),
at the closing of the Business Combination (as defined herein), and (b) 2,142,000 ordinary shares issuable upon the exercise of the warrants
that were issued in exchange for the private warrants of HCCC (the “private warrants” and, together with the public warrants,
the “warrants”) at the closing of the Business Combination. and (ii) the resale of up to 9,251,006 ordinary shares issued
to certain of the Selling Securityholders in a private placement that closed in connection with the Business Combination.
This
Post-Effective Amendment to Form F-1 on Form F-3 (this “Post-Effective Amendment”) constitutes Post-Effective Amendment No.
2 to the Prior Registration Statement and is being filed by the Company to convert the Prior Registration Statement into a registration
statement on Form F-3 and update certain of the share numbers being offered to account for sales and exercises of warrants previously
registered. This Post-Effective Amendment contains an updated prospectus relating to the offering and sale of the securities that were
registered for issuance and/or resale, as applicable, on the Prior Registration Statement. Such post-effective amendment shall hereafter
become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities
Act.
This
Post-Effective Amendment does not register any additional securities and relates solely to securities registered previously. All filing
fees payable in connection with the registration of the ordinary shares covered by this Registration Statement were paid by the Company
at the time of the initial filing of the Prior Registration Statement.
The
information contained in this prospectus is not complete and may be changed. These securities may not be sold 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 state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED April 3, 2022
PRELIMINARY
PROSPECTUS
ALPHA
TAU MEDICAL LTD.
PRIMARY
OFFERING OF
15,747,561
ORDINARY SHARES
SECONDARY
OFFERING OF
8,693,357
ORDINARY SHARES,
ALPHA
TAU MEDICAL LTD.
This
prospectus relates to the issuance from time to time by Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel
(“we,” “our,” the “Company” or “Alpha Tau”) of up to 15,747,561 ordinary shares, no par
value per share (the “ordinary shares”), including (a) 13,605,561 ordinary shares issuable upon the exercise of warrants
of the Company that were issued in exchange for the public warrants of Healthcare Capital Corp., a Delaware corporation (“HCCC”)
(the “public warrants”), at the closing of the Business Combination (as defined herein), following exercise of a total of
144,423 public warrants as of March 31, 2023, and (b) 2,142,000 ordinary shares issuable upon the exercise of the warrants that were
issued in exchange for the private warrants of HCCC (the “private warrants” and, together with the public warrants, the “warrants”)
at the closing of the Business Combination. The public warrants of HCCC were originally issued in the initial public offering of units
of HCCC at a price of $10 per unit, with each unit consisting of one share of Class A common stock of HCCC (the “HCCC Class A Shares”)
and one half of one warrant of HCCC. The private warrants of HCCC were originally issued in a private placement at a price of $1.00 per
warrant in connection with the initial public offering of HCCC.
This
prospectus also relates to the resale, from time to time, by the selling securityholders named herein (the “Selling Securityholders”),
or their pledgees, donees, transferees, or other successors in interest, of up to 8,693,357 ordinary shares (the “PIPE Shares”)
issued to certain of the Selling Securityholders in a private placement that closed in connection with the Business Combination, at an
issuance price of $10 per ordinary share, as described below.
Each
warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share and will expire on March 7,
2027, at 5:00 p.m., New York City time, or earlier upon redemption of the public warrants or liquidation of the Company. We may
redeem the outstanding public warrants at a price of $0.01 per warrant if the last reported sales price of our ordinary shares
equals or exceeds $18.00 per ordinary share (subject to adjustment in accordance with the terms of the public warrants) for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders, as described herein. The private warrants have terms and provisions that are identical to those of the public warrants, except
as described herein.
We
are registering the PIPE Shares for resale by the Selling Securityholders named in this prospectus, or their transferees, pledgees, donees
or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related
transfer.
We
are registering the offer and sale of the PIPE Shares to satisfy certain registration rights we have granted. The Selling Securityholders
may offer and sell the PIPE Shares from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker,
dealer or underwriter to sell the securities. In connection with any sales of the PIPE Shares offered hereunder, the Selling Securityholders,
any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning
of the Securities Act. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you
should refer to the section entitled “Plan of Distribution” elsewhere in this prospectus. We do not know when or in
what amounts the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all or none of
the PIPE Shares offered by this prospectus.
All
of the PIPE Shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for
their respective accounts. We will receive up to an aggregate of approximately $181.1 million from the exercise of the warrants,
assuming the exercise in full of all the warrants for cash and not including the approximately $1.7 million we have previously received
upon exercise of 144,423 of the public warrants prior to the date of this prospectus). If the warrants are exercised pursuant to a cashless
exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants,
if any, for general corporate purposes. We believe the likelihood that warrant holders will exercise their warrants, and therefore the
amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our
ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their Warrants.
We
will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section
entitled “Plan of Distribution.”
Our
ordinary shares and warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “DRTS” and “DRTSW,”
respectively. On March 30, 2023, the closing prices for our ordinary shares and warrants on the Nasdaq Stock Market LLC were $2.90
per ordinary share and $0.3267 per warrant.
The
ordinary shares being offered for resale in this prospectus represents a substantial percentage of our total outstanding ordinary shares
as of the date of this prospectus. Additionally, if all the warrants are exercised, the holders of such warrants would own an additional
15,747,561 ordinary shares, which would then represent 18.5% of our total ordinary shares outstanding following such exercise. The sale
of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our ordinary
shares. Despite such a decline in the public trading price, the Selling Securityholders and warrant holders may still experience a positive
rate of return on the securities they purchased due to the differences in the purchase prices of which they purchased the ordinary shares
and the warrants described above.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire
prospectus and any amendments or supplements carefully before you make your investment decision.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and are subject
to reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus
and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered
in connection with an investment in our securities.
Neither
the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is 2023.
TABLE
OF CONTENTS
No
one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is
dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate
as of any date other than that date.
For
investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this
prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform
yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements
of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,”
“intend,” “should,” “plan,” “expect,” “predict,” “potential”
or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, our expectations
concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational
performance, future market conditions or economic performance and developments in the capital and credit markets and expected future
financial performance.,
Forward-looking
statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected
or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | We
have incurred significant losses since inception, and expects to incur losses over the next several years and may not be able to
achieve or sustain revenues or profitability in the future; |
| ● | We
may need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or terminate
the development of its Alpha DaRT technology or other product discovery and development programs or commercialization efforts; |
| ● | Our
limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability; |
| ● | Our
approach to the development of our proprietary Alpha DaRT technology represents a novel approach to radiation therapy, which creates
significant and potentially unpredictable challenges for us; |
| ● | The
commercial success of our Alpha DaRT technology, if authorized for commercial sale or certified, will depend in part upon public perception
of radiation therapies, and to a lesser extent, radiopharmaceuticals, and the degree of their market acceptance by physicians, patients,
healthcare payors and others in the medical community; |
| ● | The
ongoing COVID-19 pandemic could continue to adversely impact our business, including its clinical trials, supply chain and business development
activities; |
| ● | The
market opportunities for our Alpha DaRT technology may be smaller than it anticipated or may be limited to those patients who are ineligible
for or have failed prior treatments. If we encounter difficulties enrolling patients in its clinical trials, its clinical development
activities could be delayed or otherwise adversely affected; |
| ● | We
do not currently engage in commercial marketing activities or sales efforts and we have no experience in marketing our products.
If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our Alpha
DaRT technology, if approved or certified for commercial sale, we may not be able to generate product revenue; |
| ● | We
currently conduct, and in the future intend to continue conducting, pre-clinical studies, clinical trials for our Alpha DaRT technology
outside the United States, and the FDA and similar foreign regulatory authorities may not accept data from such trials; |
| ● | Our
Alpha DaRT technology and operations are subject to extensive government regulation and oversight both in the United States and abroad,
and our failure to comply with applicable requirements could harm our business; |
| ● | We
may not receive, or may be delayed in receiving, the necessary marketing authorizations or certifications for our Alpha DaRT technology
or any future products or product candidates, and failure to timely obtain necessary marketing authorizations or certifications for our
product candidates would have a material adverse effect on our business; |
| ● | If
we do not obtain and maintain international regulatory registrations, marketing authorizations or certifications for any product candidates
it develops, we will be unable to market and sell such product candidates outside of the United States; |
| ● | If
in the future Alpha DaRT is approved for commercial sale or certified, but we are unable to obtain adequate reimbursement or insurance
coverage from third-party payors, we may not be able to generate significant revenue; |
| ● | We
may be unable to obtain a sufficient or sufficiently pure supply of radioisotopes to support clinical development or at commercial scale; |
| ● | If
we are unable to obtain and maintain patent or other intellectual property protection for its Alpha DaRT technology and for any other
products or product candidates that we develop, or if the scope of the patent or other intellectual property protection obtained is not
sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability
to commercialize any product candidates that it may develop, and its technology may be adversely affected; |
| ● | We
will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance
initiatives; and |
| ● | The
other matters described in the section titled “Risk Factors” beginning on page 6. |
We
caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information
currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of
the date of this prospectus. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances,
or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional
updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other
important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions
of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov,
and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information; Incorporation
of Information by Reference” elsewhere in this prospectus.
Market,
ranking and industry data used throughout this prospectus, including statements regarding market size and technology adoption rates,
is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys,
independent industry surveys and publications including third party research and publicly available information. These data involve a
number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any
misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based
on various factors, including those discussed under the heading “Risk Factors” in this prospectus and in and “Risk
Factors” and “Operating and Financial Review and Prospects” in our 2022 Annual Report on Form 20-F incorporated
by reference into this prospectus (our “Annual Report”).
SUMMARY
OF THE PROSPECTUS
This
summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere in this prospectus. This summary
does not contain all of the information that may be important to you. You should read and carefully consider the entire prospectus, especially
the “Risk Factors” section of this prospectus and in our Annual Report, before deciding to invest in our ordinary shares.
Unless the context otherwise requires, we use the terms “company,” “we,” “us” and “our”
in this prospectus to refer to Alpha Tau Medical Ltd. and subsidiaries.
We
are a clinical-stage oncology therapeutics company focused on harnessing the innate relative biological effectiveness and short range
of alpha particles for use as a localized radiation therapy for solid tumors. Our proprietary Alpha DaRT technology is designed to utilize
the specific therapeutic properties of alpha particles while aiming to overcome, and even harness for potential benefit, the traditional
shortcomings of alpha radiation’s limited range. We believe that our Alpha DaRT technology has the potential to be broadly applicable
across multiple targets and tumor types. We have evaluated and continue to evaluate the feasibility, safety and efficacy of the Alpha
DaRT technology for the treatment of superficial lesions, i.e., tumors of the skin, head or neck, in multiple clinical trials conducted
in clinical sites around the world. In a first-in-human study of locally advanced and recurrent squamous cell carcinoma, or SCC, cancers
of the skin and head and neck, efficacy was evaluated in 28 tumors, and results showed that Alpha DaRT achieved 100% overall response
rate and over 78% complete response rate. The Alpha DaRT was generally well-tolerated, with limited local toxicity and no systemic toxicity.
On the basis of this clinical trial as well as some of our further clinical trials, we received marketing approval in Israel in August
2020 for the treatment of SCC of the skin or oral cavity using the Alpha DaRT, and that marketing approval is currently in a renewal
process. In June 2021, the FDA granted the Alpha DaRT Breakthrough Device Designation for the treatment of patients with SCC of the skin
or oral cavity without curative standard of care. In October 2021, the FDA granted the Alpha DaRT a second Breakthrough Device Designation,
in treating recurrent Glioblastoma Multiforme, or GBM, as an adjunct to standard medical therapies or as a standalone therapy after standard
medical therapies have been exhausted. In the second half of 2021, we treated ten patients in the U.S. in a multi-center pilot feasibility
trial conducted at Memorial Sloan Kettering Cancer Center and four other U.S. clinical sites, to explore the feasibility of delivering
radiotherapy for malignant skin and superficial soft tissue tumors using Alpha DaRT. The study met its primary feasibility endpoint,
as all patients had successful delivery of radiation by Alpha DaRT. At approximately 12 weeks and 24 weeks after treatment, all ten lesions
treated demonstrated a complete response to treatment, with no product-related serious adverse events observed. If approved, we expect
to commercialize our Alpha DaRT technology first in the United States before other markets, including Israel, notwithstanding our existing
marketing authorization in Israel (under which we have not yet commercialized the product). We hold exclusive rights to our proprietary
Alpha DaRT technology in our core markets, including the United States and Europe.
While
local radiation therapy has been a mainstay of cancer therapy for years, it has been mostly limited to modalities utilizing beta or gamma
emissions, which primarily destroy cells through an indirect mechanism relying on oxygen and the generation of free radicals to cause
single-strand DNA breaks. By contrast, alpha radiation has hundreds of times the linear energy transfer rate of beta-emitters. Additionally,
alpha particles’ heavier mass and far shorter particle paths (less than 100 μm) relative to beta’s lighter mass and lengthier
(up to 12 mm) path, have been shown to destroy radioresistant cells in clinical studies – causing multiple, irreparable, double-strand
DNA breaks and other cellular damage upon direct impact – within a very short distance. Accordingly, we believe that alpha radiation
has several significant potential advantages for use in cancer radiotherapy, including a high relative biological efficiency (potentially
enabling it to destroy tumor cells with administration of lower levels of radiation), imperviousness to factors such as hypoxia, and
a very well-defined range of travel with limited collateral damage. Nonetheless, its use has also been limited precisely due to alpha’s
extremely short particle range in living tissue, as the range of less than 100 μm is insufficient to provide meaningful clinical utility.
The
Alpha DaRT technology employs a series of radioactive sources that are embedded with Radium-224 to enable a controlled, intratumoral
release of alpha-emitting atoms which diffuse and decay throughout the tumor, seeking to kill cancerous cells with localized precision,
while penetrating deeper into the tumor than can otherwise be reached by the limited ranges of the alpha particles themselves. Due to
the inherent limited range of the alpha particles, we believe that the Alpha DaRT technology has the potential to deliver powerful and
localized precise killing impact to the tumor without damage to surrounding healthy tissue. By combining the innate relative biological
effectiveness and short range of alpha particles in a single-use disposable form, we believe that the Alpha DaRT could address tumors
that have otherwise demonstrated poor response to radiation therapy or other standards of care, with the potential to apply to a wide
range of tumors and clinical settings.
We
evaluated the feasibility, safety and efficacy of the Alpha DaRT technology in a first-in-human study of locally advanced and recurrent
SCC cancers of the skin and head and neck, the results of which were subsequently published in the International Journal for Radiation
Oncology, Biology, Physics and which elicited a positive editorial reaction in the same journal. Efficacy was evaluated in 28 tumors
of the skin and head and neck, and results showed that Alpha DaRT achieved a >78% complete response rate. The trial was conducted
in an elderly (median age = 80.5 years) and largely pre-treated patient population, with 42% of the target lesions, including non-evaluated
lesions, having already received radiation therapy. The Alpha DaRT was generally well-tolerated, with limited local toxicity and no systemic
toxicity. Following these initial positive results, we substantially expanded our clinical evaluations in later trials to a much wider
patient population. Specifically, we initiated follow-on studies at multiple clinical sites in Israel and around the world, to evaluate
Alpha DaRT in cancers of the skin, superficial soft tissue, or oral cavity, regardless of cell type, which includes SCC as well as basal
cell carcinoma, melanoma, skin metastases, and others. In the second half of 2021, we treated ten patients in the U.S. in a multi-center
pilot feasibility trial conducted at Memorial Sloan Kettering Cancer Center and four other U.S. clinical sites, to explore the feasibility
of delivering radiotherapy for malignant skin and superficial soft tissue tumors using Alpha DaRT. The study met its primary feasibility
endpoint, as all patients had successful delivery of radiation by Alpha DaRT. At approximately 12 weeks and 24 weeks after treatment,
all ten lesions treated demonstrated a complete response to the treatment, with no product-related serious adverse events observed. As
of February 28, 2023, across our clinical trials involving superficial lesions, i.e. tumors of the skin, head or neck, Alpha DaRTs have
been administered to over 145 lesions, and in a pooled analysis evaluating those lesions that reached the evaluation endpoint per the
treatment protocol of the applicable clinical trial, we have observed an overall response rate of 97%, including a complete response
rate of 78%. The supportive data from these first trials also led to the U.S. Food and Drug Administration, or FDA, granting Breakthrough
Device Designation to the Alpha DaRT for the treatment of patients with SCC of the skin or oral cavity without curative standard of care.
In
parallel, we are pursuing a similar approach towards seeking FDA marketing authorization for other uses for the Alpha DaRT technology
in other indications by conducting feasibility studies and then generating potentially registrational data in other indications, such
as breast, pancreas and prostate cancers, or applications such as combinations with immunotherapies.
We
have engaged with a number of prestigious medical and educational institutions and, as of March 1, 2023, have ten clinical studies ongoing
worldwide across these two parallel strategies, of generating data in superficial tumors as well as conducting studies in other indications.
Additionally,
in our pre-clinical studies, we evaluated the Alpha DaRT on 19 tumor models (both human and mouse). Alpha DaRT sources were observed
to have killed multiple types of mouse and human tumors in vivo. The intensity of the killing activity varied between tumor types, and
was dependent on the ability of the radioactive atoms to diffuse inside the tumor and on the intrinsic sensitivity of the tissue to DNA
damage induced by the radiation, but all tumor types showed responsiveness to Alpha DaRT, i.e., there was no observed resistance. We
therefore believe that our technology may potentially be relevant for treatment across a broad range of tumors. We are currently focused
on developing the Alpha DaRT for use in a number of potential applications, particularly in refractory or unresectable localized tumors
which are not being adequately addressed by standard of care, tumor types with a high unmet need (such as pancreatic adenocarcinoma or
glioblastoma multiforme), and metastatic tumors in combination with systemic therapies such as checkpoint inhibitors. We are also investigating
the potential of the Alpha DaRT to elicit an immune response as observed in previous pre-clinical data, as well as anecdotal evidence
of response from untreated tumors, or abscopal effects, which may have the potential to inhibit or even reduce metastases.
The
Company was founded in November 2015 by Uzi Sofer, our Chief Executive Officer and Chairman, along with the inventors of the Alpha DaRT
technology including Professor Itzhak Kelson and Professor Yona Keisari of Tel Aviv University, our Chief Physics Officer and Chief Scientific
Officer, respectively. Together, they founded Alpha Tau with the goal of bringing this innovative technology out of the laboratory and
into patients, in order to bring hope to cancer patients around the world..
The
main address of our principal executive offices is Kiryat HaMada St. 5, Jerusalem, Israel 9777605 and its telephone number is +972 (3) 577-4115.
Implications
of Being an Emerging Growth Company and a Foreign Private Issuer
We
qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS
Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable
generally to U.S. public companies. These provisions include:
| ● | an
exemption that allows the inclusion in an initial public offering registration statement of only two years of audited financial
statements and selected financial data and only two years of related disclosure; |
| ● | reduced
executive compensation disclosure; |
| ● | exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute payments not previously
approved; |
| ● | an
exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical
audit matters in the auditor’s report on the financial statements; and |
| ● | an
exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) in the assessment of the emerging growth company’s internal control over financial reporting. |
The
JOBS Act also permits an emerging growth company such as us to delay adopting new or revised accounting standards until such time as
those standards are applicable to private companies. We have elected to use this extended transition period to enable us to comply with
certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of
the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition
period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates. We may choose to take advantage of some but not all of these reduced
reporting burdens.
We
will remain an emerging growth company until the earliest of:
| ● | the
last day of our fiscal year during which we have total annual revenue of at least $1.07 billion; |
| ● | the
last day of our fiscal year following the fifth anniversary of the closing of the Business Combination; |
| ● | the
date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or |
| ● | the
date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which would occur if the market value of our Class A ordinary shares that are held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. |
In
addition, we report under the Exchange Act as a “foreign private issuer.” As a foreign private issuer, we may take advantage
of certain provisions under the rules that allow us to follow Israeli law for certain corporate governance matters. Even after we
no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be
exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
| ● | the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under
the Exchange Act; |
| ● | the
sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability
for insiders who profit from trades made in a short period of time; |
| ● | the
rules under the Exchange Act requiring the filing with the U.S. Securities and Exchange Commission (the “SEC”) of quarterly
reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the
occurrence of specified significant events; and |
| ● | Regulation
Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers. |
Foreign
private issuers, like emerging growth companies, also are exempt from certain more stringent executive compensation disclosure rules.
Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to be exempt
from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign
private issuer.
We
may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our
status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private
issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances
applies:
| ● | the
majority of our executive officers or directors are U.S. citizens or residents; |
| ● | more
than 50% of our assets are located in the United States; or |
| ● | our
business is administered principally in the United States. |
THE
OFFERING
Ordinary
shares issuable by us upon exercise of the warrants |
|
15,747,561 |
|
|
|
Securities
that may be offered and sold from time to time by the Selling Securityholders |
|
Up
to 8,693,357 ordinary shares. |
|
|
|
Terms
of warrants |
|
Each
of the outstanding warrants entitles the holder to purchase one ordinary share at a price of $11.50 per share. Our warrants expire
on March 7, 2027 at 5:00 p.m., New York City time. |
|
|
|
Offering
prices of the ordinary shares |
|
The
securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other
prices as the Selling Securityholders may determine. See “Plan of Distribution.” |
|
|
|
Ordinary
shares issued and outstanding prior to any exercise of warrants |
|
69,275,603
ordinary shares (as of March 31, 2023). |
|
|
|
Warrants
issued and outstanding |
|
18,071,521
warrants (as of March 31, 2023), including 13,605,561 public warrants following exercise of a total of 144,423 public warrants as
of March 31, 2023, 2,142,000 warrants issued to Healthcare Capital Sponsor LLC (the “Sponsor”) in exchange for warrants
to purchase common stock in HCCC (the “private warrants”), and 2,323,960 warrants to purchase ordinary shares with a
weighted average exercise price of $3.87 per share. |
|
|
|
Ordinary
shares to be issued and outstanding assuming exercise of all warrants |
|
87,347,124
ordinary shares (as of March 31, 2023). |
|
|
|
Use
of proceeds |
|
We
will receive up to an aggregate of $181,096,952 million from the exercise of the warrants, assuming the exercise in full of all of
the warrants for cash (and not including the approximately $1.7 million we have previously received upon exercise of 144,423 of the
public warrants prior to the date of this prospectus). If the warrants are exercised pursuant to a cashless exercise feature, we
will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants, if any, for
general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the warrants.
See “Use of Proceeds.” All of the PIPE Shares offered by the Selling Securityholders pursuant to this prospectus
will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales. |
|
|
|
Dividend
Policy |
|
We
have never declared or paid any cash dividend on our ordinary shares. We currently intend to retain any future earnings and do not
expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be
at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition. |
|
|
|
Market
for our ordinary shares and warrants |
|
Our
ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “DRTS”
and “DRTSW,” respectively. |
|
|
|
Risk
factors |
|
Prospective
investors should carefully consider the “Risk Factors” beginning on page 6 for a discussion of certain factors
that should be considered before buying the securities offered hereby. |
RISK
FACTORS
You
should carefully consider the risks described below and the risks described in the documents incorporated by reference herein, including
our Annual Report, as well as the other information included in this prospectus or incorporated by reference in this prospectus before
you decide to buy our securities. The risks and uncertainties described below are not the only risks facing us. We may face additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial. Any of the risks described below, and any
such additional risks, could materially adversely affect our business, financial condition or results of operations. In such case, you
may lose all or part of your original investment.
Risks
Related to this Offering
Sales
of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders
could cause the price of our ordinary shares and warrants to fall.
The
Selling Securityholders can sell, under this prospectus, up to 8,693,357 ordinary shares constituting (on a post-exercise basis) approximately
10.0% of our issued and outstanding ordinary shares as of March 31, 2023 (assuming the exercise of all our outstanding warrants) . Sales
of a substantial number of ordinary shares in the public market by the Selling Securityholders and/or by our other existing securityholders,
or the perception that those sales might occur, could depress the market price of our ordinary shares and could impair our ability to
raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing
market price of our ordinary shares.
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and total capitalization as of December 31, 2021:
| ● | on
an actual basis for Alpha Tau ; and |
| ● | on
a pro forma basis, giving effect to the cash exercise of all of the Warrants to be outstanding after the completion of this offering,
for gross proceeds to us of approximately $181.1 million. |
The
information in this table should be read in conjunction with the financial statements and notes thereto and other financial information
included in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our historical results do not
necessarily indicate our expected results for any future periods.
| |
As of December 31, 2022 | |
| |
Actual | | |
Pro Forma | |
| |
(in thousands) | |
Cash and cash equivalents | |
$ | 5,836 | | |
$ | 186,933 | |
Restricted cash and short-term deposits | |
| 99,544 | | |
| 99,544 | |
Warrant liability | |
| 5,630 | | |
| 5,630 | |
Ordinary shares, no par value; 362,116,800 shares authorized; 69,105,000 issued and outstanding, actual; 362,116,800 shares authorized; 84,852,561 issued and outstanding, pro forma | |
| — | | |
| — | |
Additional paid-in capital | |
| 192,259 | | |
| 373,356 | |
Accumulated (deficit) | |
| (86,602 | ) | |
| (86,602 | ) |
Total shareholders’ equity (deficiency) | |
| 105,657 | | |
| 286,754 | |
Total capitalization | |
$ | 105,657 | | |
$ | 286,754 | |
USE
OF PROCEEDS
We
will receive up to an aggregate of $181.1 million from the exercise of the warrants, assuming the exercise in full of all of the warrants
for cash. If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We
expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes. Our management will have broad
discretion over the use of proceeds from the exercise of the warrants.
All
of the ordinary shares and warrants (including shares issuable upon the exercise of such warrants) offered by the Selling Securityholders
pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the
proceeds from these sales.
There
is no assurance that the holders of the warrants will elect to exercise any or all of the warrants. To the extent that the warrants are
exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease.
SELLING
SECURITYHOLDERS
This
prospectus relates to the possible resale by the Selling Securityholders of up to 8,693,357 ordinary shares by the Selling Securityholders.
The
Selling Securityholders may from time to time offer and sell any or all of the ordinary shares and warrants set forth below pursuant
to this prospectus. In this prospectus, the term “Selling Securityholders” includes (i) the entities identified in the
table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus
forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest
that acquire any of the securities covered by this prospectus after the date of this prospectus from the named Selling Securityholders
as a gift, pledge, partnership distribution or other non-sale related transfer.
The
table below sets forth, as of the date of this prospectus, the name of the Selling Securityholders for which we are registering ordinary
shares for resale to the public, and the aggregate principal amount that the Selling Securityholders may offer pursuant to this prospectus.
In accordance with SEC rules, individuals and entities below are shown as having beneficial ownership over shares they own or have the
right to acquire within 60 days, as well as shares for which they have the right to vote or dispose of such shares.
The
percentage of ordinary shares beneficially owned after the offering is based on 69,275,603 ordinary shares outstanding as of March 31,
2023. Also in accordance with SEC rules, for purposes of calculating percentages of beneficial ownership, shares which a person
has the right to acquire within 60 days of March 31, 2023 are included both in that person’s beneficial ownership as well
as in the total number of shares issued and outstanding used to calculate that person’s percentage ownership but not for purposes
of calculating the percentage for other persons. In some cases, the same ordinary shares are reflected more than once in the table
below because more than one holder may be deemed the beneficial owner of the same ordinary shares.
We
cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling
Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares or warrants in transactions
exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.
Selling
Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent
required prior to the time of any offer or sale of such Selling Securityholder’s securities pursuant to this prospectus. Any prospectus
supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling
Securityholder and the number of ordinary shares and warrants registered on its behalf. A Selling Securityholder may sell all, some or
none of such securities in this offering. See “Plan of Distribution.”
The
information in the table below is based upon information provided by the Selling Securityholders. The securities owned by the Selling
Securityholders named below do not have voting rights different from the securities owned by other securityholders. Unless otherwise
indicated, the business address of each beneficial owner listed in the tables below is c/o Kiryat HaMada St. 5 Jerusalem, Israel 9777605.
| |
| | |
| | |
| | |
Percentage of | |
| |
| | |
| | |
| | |
Outstanding | |
| |
Number of | | |
Number of | | |
Number of | | |
Ordinary Shares | |
| |
Ordinary | | |
Ordinary Shares | | |
Ordinary Shares | | |
Owned After | |
Name of Selling Security holders | |
Shares | | |
Being Offered(1) | | |
After Offering | | |
Offering | |
YOZMA EBEST GLOBAL MEDICAL FUND(2) | |
| 1,644,632 | | |
| 1,644,632 | | |
| — | | |
| — | |
YOZMA KAI NEW GROWTH FUND NO. 1(3) | |
| 46,595 | | |
| 46,595 | | |
| — | | |
| — | |
SJW INTERNATIONAL CO., LTD(4) | |
| 200,000 | | |
| 200,000 | | |
| — | | |
| — | |
SIWON LEE(5) | |
| 300,000 | | |
| 300,000 | | |
| — | | |
| — | |
HANMI SCIENCE CO., LTD.(6) | |
| 1,000,000 | | |
| 1,000,000 | | |
| — | | |
| — | |
GRAND DECADE DEVELOPMENTS LIMITED(7) | |
| 1,000,000 | | |
| 1,000,000 | | |
| — | | |
| — | |
RR INVESTMENT 2012, LP(8) | |
| 263,677 | | |
| 50,000 | | |
| 213,677 | | |
| * | |
MARVIN DEN(9) | |
| 25,000 | | |
| 25,000 | | |
| — | | |
| — | |
MORRY BLUMENFELD(10) | |
| 197,159 | | |
| 21,100 | | |
| 176,059 | | |
| * | |
ISSACHAR KNOLL(11) | |
| 276,323 | | |
| 50,000 | | |
| 226,323 | | |
| * | |
JOSEPH VENTURES ENTITIES(12) | |
| 308,785 | | |
| 127,500 | | |
| 181,285 | | |
| * | |
MICHAEL AVRUCH(13) | |
| 2,169,198 | | |
| 50,000 | | |
| 2,119,198 | | |
| 3.1 | % |
GEORGETTE AVRUCH(14) | |
| 762,178 | | |
| 70,000 | | |
| 692,178 | | |
| * | |
LINDA ADAMS(15) | |
| 426,323 | | |
| 20,000 | | |
| 406,323 | | |
| * | |
RICHARD WOLFE(16) | |
| 283,381 | | |
| 60,000 | | |
| 223,381 | | |
| * | |
ARIE KRAMER(17) | |
| 136,148 | | |
| 120,000 | | |
| 16,148 | | |
| * | |
MEIR JAKOBSOHN(18) | |
| 218,415 | | |
| 75,000 | | |
| 143,415 | | |
| * | |
ARIE JACOBSOHN(19) | |
| 64,939 | | |
| 25,000 | | |
| 39,939 | | |
| * | |
MEDISON BIOTECH (1996) LTD.(20) | |
| 2,992,847 | | |
| 200,000 | | |
| 2,722,847 | | |
| 3.9 | % |
FIELDCREST HOLDINGS LLC(21) | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | |
RINA MAZOZ(22) | |
| 10,526 | | |
| 6,000 | | |
| 4,526 | | |
| * | |
GILA ASRAF(23) | |
| 6,000 | | |
| 6,000 | | |
| — | | |
| — | |
OURCROWD ENTITIES(24) | |
| 1,808,805 | | |
| 3,845 | | |
| 1,804,960 | | |
| 2.6 | % |
THOMAS SCHMIDEK(25) | |
| 543,234 | | |
| 100,000 | | |
| 443,234 | | |
| * | |
OHAD SHAKED(26) | |
| 261,212 | | |
| 225,000 | | |
| 36,212 | | |
| * | |
HANNA ANNIE BATTASH(27) | |
| 2,000 | | |
| 2,000 | | |
| — | | |
| — | |
SHMUEL RUBINSTEIN(28) | |
| 24,195 | | |
| 4,000 | | |
| 20,195 | | |
| * | |
ALAN PATRICOF(29) | |
| 236,485 | | |
| 25,000 | | |
| 211,485 | | |
| * | |
EDMUND SHAMSI(30) | |
| 1,931,220 | | |
| 160,000 | | |
| 1,771,220 | | |
| 2.5 | % |
HELENE SHAMSI(31) | |
| 170,176 | | |
| 140,000 | | |
| 30,176 | | |
| * | |
KAEYO INVESTMENTS LTD.(32) | |
| 7,500 | | |
| 7,500 | | |
| — | | |
| — | |
451WE ALPHA2 LLC(33) | |
| 1,127,049 | | |
| 500,000 | | |
| 627,049 | | |
| * | |
MARAV MAZON KOL LTD.(34) | |
| 500,000 | | |
| 500,000 | | |
| — | | |
| — | |
TZALIR PHARMA LTD.(35) | |
| 8,000 | | |
| 8,000 | | |
| — | | |
| — | |
AVNER GOLDENBERG(36) | |
| 800,783 | | |
| 45,000 | | |
| 755,783 | | |
| 1.1 | % |
KAMAREA LTD(37) | |
| 5,000 | | |
| 5,000 | | |
| — | | |
| — | |
ARON TENDLER(38) | |
| 479,161 | | |
| 50,000 | | |
| 429,161 | | |
| * | |
LIOR OPHIR(39) | |
| 21,867 | | |
| 1,672 | | |
| 20,195 | | |
| * | |
DANIEL LAVINE(40) | |
| 64,515 | | |
| 12,121 | | |
| 52,394 | | |
| * | |
STUART MINTZ(41) | |
| 16,981 | | |
| 5,000 | | |
| 11,981 | | |
| * | |
CSINTALAN SANDOR(42) | |
| 52,438 | | |
| 6,000 | | |
| 46,438 | | |
| * | |
MAOZ LEV(43) | |
| 138,109 | | |
| 3,200 | | |
| 134,909 | | |
| * | |
URI SALOMON(44) | |
| 110,954 | | |
| 1,000 | | |
| 109,954 | | |
| * | |
DAVID GROVAS(45) | |
| 7,284 | | |
| 5,625 | | |
| 1,659 | | |
| * | |
ORI GROVAS(46) | |
| 5,723 | | |
| 4,063 | | |
| 1,660 | | |
| * | |
ADAM SOKOL(47) | |
| 89,990 | | |
| 13,090 | | |
| 76,900 | | |
| * | |
DONGWOOK KO(48) | |
| 40,000 | | |
| 40,000 | | |
| — | | |
| — | |
MIN SOO KIM(49) | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | |
JAE SANG YOO(50) | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | |
H. PIO CO., LTD.(51) | |
| 512,000 | | |
| 512,000 | | |
| — | | |
| — | |
RU KA LUKE KANG(52) | |
| 30,000 | | |
| 30,000 | | |
| — | | |
| — | |
DANIEL MARTIN CO., LTD.(53) | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| — | |
ABBA M. KRIEGER(54) | |
| 10,000 | | |
| 10,000 | | |
| — | | |
| — | |
ESTER PORAT(55) | |
| 426,344 | | |
| 30,000 | | |
| 396,344 | | |
| * | |
CHAN SOO KIM (56) | |
| 40,000 | | |
| 40,000 | | |
| — | | |
| — | |
MINSU YU(57) | |
| 10,000 | | |
| 10,000 | | |
| — | | |
| — | |
BIG MOVE VENTURES, CO. LTD.(58) | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| — | |
KIM JONG SEON(59) | |
| 147,414 | | |
| 147,414 | | |
| — | | |
| — | |
NURIFLEX, CO., LTD.(60) | |
| 200,000 | | |
| 200,000 | | |
| — | | |
| — | |
NURIVISTA, CO., LTD.(60) | |
| 200,000 | | |
| 200,000 | | |
| — | | |
| — | |
NURIBILL, CO., LTD.(60) | |
| 200,000 | | |
| 200,000 | | |
| — | | |
| — | |
(1) |
The amounts set forth in this column
are the number of ordinary shares that may be offered by such Selling Securityholder using this prospectus. These amounts do not
represent any other of our ordinary shares that the Selling Securityholder may own beneficially or otherwise. |
(2) |
Yozma Ebest Global Medical Fund
is under management by Yozma Investment, Co., Ltd. (“Yozma”) and Ebest Investment & Securities Co., Ltd. (“Ebest”).
Yozma and Ebest serve as investment managers of the Yozma Ebest Global Medical Fund and have control and discretion over the shares
held by the Yozma Ebest Global Medical Fund. As such, Yozma and Ebest may be deemed the beneficial owners of the shares held by the
Yozma Ebest Global Medical Fund. Yozma and Ebest disclaim any beneficial ownership of the reported shares other than to the extent
of any pecuniary interest therein. The business address of the Yozma Ebest Global Medical Fund is 24F, 60 Yeouinaru-ro, Yeongdeungpo-gu,
Seoul, Republic of Korea, 07328. |
(3) |
Yozma KAI New Growth Fund No.1 is
under management by Yozma Investment, Co., Ltd. (“Yozma”) and Korea Asset Investment Securities Co., Ltd. (“KAI”).
Yozma and KAI serve as investment managers of the Yozma KAI New Growth Fund No.1 and have control and discretion over the shares
held by the Yozma KAI New Growth Fund No.1. As such, Yozma and KAI may be deemed the beneficial owners of the shares held by the
Yozma KAI New Growth Fund No.1. Yozma and KAI disclaim any beneficial ownership of the reported shares other than to the extent of
any pecuniary interest therein. The business address of the Yozma KAI New Growth Fund No.1 is 12F, 57 Yeouinaru-ro, Yeongdeungpo-gu,
Seoul, Republic of Korea, 07327. |
(4) |
SJW International Co., Ltd. is owned
and controlled by Siwon Lee. The principal business address of Siwon Lee is #601 Dosan daero 406, Gangnam-gu, Seoul, South Korea. |
(5) |
The principal business address of
Siwon Lee is #601 Dosan daero 406, Gangnam-gu, Seoul, South Korea. |
(6) |
The principal business address of
Hanmi Science Co., Ltd. is 14 Wiryeseong-daero, Songpa-gu, Seoul, South Korea 05545. |
(7) |
Grand Decade Developments Limited
is a wholly-owned subsidiary of Grand Pharmaceutical Group Limited (JK.00512). The principal business address of Grand Decade Developments
Limited is Unit 3302,33/F, The Center, 99 Queen’s Road Central, Hong Kong. |
(8) |
Consists of (i) 203,767 Alpha Tau
ordinary shares and (ii) 59,910 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. Ralph
Rieder is the sole owner and manager of RR Investment 2012, LP. The principal business address of RR Investment 2021, LP is 15 Judith
Lane, Monsey, NY 10952. |
(9) |
The principal business address of
Marvin Den is 9 Rocky Acres Lane, Westport, CT 06880. |
(10) |
Consists of (i) 46,986 Alpha Tau
ordinary shares, (ii) 143,415 Alpha Tau ordinary shares subject to options exercisable within 60 days of March 31, 2023 and (iii)
6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal business address
of Morry Blumenfeld is 8 Yair Street, Apt 4, Jerusalem, Israel. |
(11) |
The principal business address of Issachar Knoll is
3 Anilevich St., Bnei Brak, Israel. |
(12) |
Consists of (i) 181,285 Alpha Tau
ordinary shares held by Joseph Ventures Allium LLC (“Joseph Ventures Allium”), (ii) 9,500 Alpha Tau ordinary shares held
by Joseph Ventures Allium I LLC, Series C (“Joseph Ventures Allium I”) (iii) 118,000 Alpha Tau ordinary shares held by
and Joseph Ventures Allium II LLC (“Joseph Ventures Allium II” and, together with Joseph Ventures Allium I, the “Joseph
Ventures Entities”). The Joseph Ventures Entities are managed solely by Joseph Ventures LLC, which in turn is solely owned
and managed by Michael Ross. The principal business address of the Joseph Ventures Allium is 16192 Coastal Highway, Lewes, DE 19958
and the principal business address of the Joseph Ventures Entities is 8 The Green, Suite 4000, Dover, DE 19901. |
(13) |
Consists of (i) 1,993,927 Alpha
Tau ordinary shares, (ii) 143,415 Alpha Tau ordinary shares subject to RSUs vesting or options exercisable within 60 days of March
31, 2023 and (iii) 31,856 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Michael Avruch is Nachal Tzin 18/4, Modiin, Israel 71709. |
|
|
(14) |
Consists of (i) 730,322 Alpha Tau ordinary shares and
(ii) 31,856 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal business address
of Georgette Avruch is 1066 Dessewffy u 49 Fe, Budapest, Hungary. |
(15) |
Consists of 426,323 Alpha Tau ordinary
shares held by Linda Adams and 20,000 Alpha Tau ordinary shares held by Aldy Corporation, which is wholly-owned by Linda Adams. The
principal business address of Linda Adams is 20/1 Derech Beit Lechem, Jerusalem 93109, Israel. |
(16) |
Consists of (i) 242,307 Alpha Tau
ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Richard Wolfe is Hamaayan 2, Modiin, Israel. |
(17) |
Consists of (i) 131,288 Alpha Tau
ordinary shares and (ii) 4,860 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Arie Kramer is 39 Hanassi St., Givat Shmuel, Israel 5400404. |
(18) |
Consists of (i) 75,000 Alpha Tau
ordinary shares and (ii) 143,415 Alpha Tau ordinary shares subject to RSUs vesting or options exercisable within 60 days of March
31, 2023. The principal business address of Meir Jakobsohn is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002. |
(19) |
Consists of (i) 51,626 Alpha Tau
ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Arie Jacobsohn is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002. |
(20) |
Consists of (i) 2,731,997 Alpha
Tau ordinary shares and (ii) 190,850 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023.
Meir Jakobsohn is the ultimate beneficial owner of Medison Biotech (1996) Ltd. The principal business address of Medison Biotech
(1996) Ltd. is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002. |
(21) |
Stephen Werdiger is the sole manager
of Fieldcrest Holdings LLC. The principal address of Fieldcrest Holdings LLC is 1412 Broadway, 18th Floor, New York, NY 10018. |
(22) |
The principal business address of Rina Mazoz is Moshav
Eitan 7, D.N. Sdei Negev, Israel. |
(23) |
The principal business address of Gila Asraf is Shachal
63/8, Giv’at Mordechai, Jerusalem, Israel. |
(24) |
Consists of (i) 3,846 Alpha Tau
ordinary shares held by OurCrowd International General Partner L.P. (“OurCrowd International GP”), (ii) 1,308,233 Alpha
Tau ordinary shares held by OurCrowd (Investment in AlphaT) L.P. (“OurCrowd Investment LP”), (iii) 395,660 warrants to
purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023 held by OurCrowd Investment LP, (iv) 37,276 Alpha
Tau ordinary shares held by OurCrowd 50 L.P. (“OurCrowd 50 LP”), (v) 18,638 warrants to purchase Alpha Tau ordinary shares
exercisable within 60 days of March 31, 2023 held by OurCrowd 50 LP, (vi) 30,101 Alpha Tau ordinary shares held by OurCrowd International
Investment III L.P. (“OurCrowd Investment III” and, together with OurCrowd International GP, OurCrowd Investment LP and
OurCrowd 50 LP, the “OurCrowd Entities”) and (vii) 15,051 warrants to purchase Alpha Tau ordinary shares exercisable
within 60 days of March 31, 2023. Jonathan Medved controls the OurCrowd Entities. The principal business address of the OurCrowd
Entities is 28 Derech Hebron, Jerusalem, Israel. |
(25) |
Consists of (i) 491,978 Alpha Tau
ordinary shares and (ii) 51,256 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Thomas Schmidek is 11/52 Bnei Binyamin Street, Netanya, Israel 42463. |
(26) |
The principal business address of
Ohad Shaked is 11 Hatzivonim St., Kfar Shmaryahu, Israel. |
(27) |
The principal business address of
Hanna Annie Battash is 225 Melrose Circle, Merion Station, PA 19066. |
(28) |
Consists of (i) 17,537 Alpha Tau
ordinary shares and (ii) 6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Shmuel Rubinstein is 106 David Hamelech Street, Herzeliya, Israel 4660907. |
|
|
(29) |
Consists of (i) 104,879 Alpha Tau ordinary shares and
(ii) 39,940 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal business address
of Alan Patricof is 830 Park Avenue, New York, NY 10021. |
(30) |
Consists of (i) 1,220,996 Alpha
Tau ordinary shares held directly by Edmund Shamsi, (ii) 277,578 warrants to purchase Alpha Tau ordinary shares exercisable within
60 days of March 31, 2023 held directly by Edmund Shamsi and (iii) 452,646 Alpha Tau ordinary shares held by Mishor Tau LLC. Edmund
Shamsi is the controlling shareholder of Mishor Tau LLC. The principal business address of Edmund Shamsi is 4605 S. Ocean Blvd.,
Highland Beach, FL. |
(31) |
The principal business address of
Helene Shamsi is 4605 S. Ocean Blvd., Highland Beach, FL. |
(32) |
KAEYO Investments Ltd. is the private
investment arm of Yoel Neeman and is wholly owned by Yoel Neeman. For purposes of the reporting requirements of the Exchange Act,
Yoel Neeman is the beneficial owner of these securities. The address of KAEYO Investments Ltd. is 5 Sarah Aharonson Street, Raanana
43399, Israel. |
(33) |
Consists of (i) 918,032 Alpha Tau
ordinary shares and (ii) 209,017 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. 451we
Alpha2 LLC is managed by Lois Hager and Avery Hager. The principal business address of 451we Alpha2 LLC is 451 West End Ave., #3D,
New York, NY 10024. |
(34) |
The principal business address of
Marav Mazon Kol Ltd. is Jaffa St. 157, Haifa, Israel. |
(35) |
Meir Jakobsohn is the beneficial
owner of 100% of the issued shares in Tzalir Pharma Limited. The principal business address for Tzalir Pharma Limited is 10 Hashiloach
Street, Kiryat Matalon, Petach Tikva, Israel 4917002. |
(36) |
Consists
of (i) 755,783 Alpha Tau ordinary shares held by Taoz Holding and Management Ltd. (“Taoz Management”) and (ii) 40,000
Alpha Tau ordinary shares held directly by Avner Goldenberg. Avner Goldenberg is the controlling shareholder of Taoz Management.
The principal business address of Avner Goldberg is Kibutz Galuyot 34, Tel Aviv, Israel. |
(37) |
Andras Csaki is the sole beneficial
owner of Kamarea Trade and Invest Limited. The principal business address of Kamarea Ltd is 115 Griva Digeni Limassol, 4002, Cyprus. |
(38) |
Consists of (i) 452,534 Alpha Tau
ordinary shares and (ii) 26,627 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Aron Tendler is 11903 Southern Boulevard, Suite 104, Royal Palm Beach, Florida 33411. |
(39) |
Consists of (i) 15,209 Alpha Tau
ordinary shares and (ii) 6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Lior Ophir is Eliezer HaGadol 12/3, Jerusalem, Israel. |
(40) |
Consists of (i) 51,202 Alpha Tau
ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Daniel Lavine is 10 Rio Abajo, apt 1 Ed Solis, Panama City, Panama. |
(41) |
Consists of (i) 12,987 Alpha Tau
ordinary shares and (ii) 3,994 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Stuart Mintz is 24115 Woodway Road, Beachwood, Ohio 44122. |
(42) |
Consists of (i) 37,128 Alpha Tau
ordinary shares and (ii) 15,310 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The
principal business address of Csintalan Sandor is Kossuth UT 87, Agesegyhaza, 6076 Hungary. |
(43) |
Consists of (i) 132,517 Alpha Tau
ordinary shares and (ii) 5,592 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of March 31, 2023. The principal
business address of Maoz Lev is 23401 Old Meadow Brook Circle, Bonita Springs, FL 34134. |
(44) |
Consists of (i) 17,522 Alpha Tau
ordinary shares and (ii) 93,432 Alpha Tau ordinary shares subject to RSUs vesting or options exercisable within 60 days of March
31, 2023. The principal business address of Uri Salomon is 35 Halimon Street, Tel Mond 4060474, Israel. |
(45) |
The principal business address of
David Grovas is Hanave Street 3, Rechelim Nofei Nehemia, Israel. |
(46) |
The principal business address of
Ori Grovas is Hanave Street 3, Rechelim Nofei Nehemia, Israel. |
(47) |
The principal business address of
Adam Sokol is 7215 136th Street, Flushing, NY 11367. |
(48) |
The principal business address of
Dongwook Ko is 110-2202 Hangang Xi, apt Ichon-ro 64, gil 15, Yongsan-gu, Seoul, S. Korea. |
(49) |
The principal business address of
Minsoo Kim is 104 dong 405 ho, 12, Yeongdong-daero 138-gil, Gangnam-gu, Seoul, Korea. |
(50) |
The principal business address of Jae Sang Yoo is 150,
Samseong-ro, Gangnam-gu, Seoul Korea. |
(51) |
Tae youp Kang is the sole manager
of H. PIO Co., Ltd. The principal business address of H. PIO Co., Ltd. is 115, Yangpyeong-ro, Yeongdeungpo-gu, Seoul, Korea. |
(52) |
The principal business address of
Ru Ka Luke Kang is 7F Gangnam Finance Center, 152 Teheran-ro, Ganggam-Gu, Seoul, South Korea 06236. |
(53) |
Daniel Martin Co., Ltd. is under
management by its CEO, Mr. Chung Won Sok (“Daniel Martin”), a company existing under the laws of South Korea and having
its principal office at #3606, 39, Saimdang-ro, Seocho-gu, Seoul 06650, Korea. Daniel Martin is an investor and has control and discretion
over the shares held by Daniel Martin Co., Ltd. As such, Daniel Martin may be deemed the beneficial owner of the shares held by Daniel
Martin Co., Ltd. Daniel Martin disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary
interest therein. |
(54) |
The principal business address of
Abba Krieger is 501 Waldron Terrace, Merion Station, PA 19066. |
(55) |
The principal business address of
Ester Porat is Netiv Zohara 8, Jerusalem, Israel. |
(56) |
The principal business address of
Chan Soo Kim is 304, Hyoryeong-ro, Seocho-gu, Seoul, Republic of Korea. |
(57) |
The principal business address of
Minsu Yu is 27-7, Unjung-ro 166beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea. |
(58) |
Big Move Ventures, Co., Ltd. (“BMV”)
is under management by Jaewon Co., Ltd (“Jaewon”). Jaewon has control and discretion over the shares held by BMV. As such,
Jaewon may be deemed the beneficial owner of the shares held by BMV. Jaewon disclaims any beneficial ownership of the reported shares
other than to the extent of any pecuniary interest therein. The business address of BMV is 102, 4Fl., 14, Teheran-ro, 26-gil, Gangnam-gu,
Seoul, Korea. |
(59) |
The principal business address of
Kim Jong Seon is 304-501, Woojangsan Lotte Castle APT, 382 Gonghang-daero, Gangseo-gu, Seoul 07648. |
(60) |
NuriBill Co., Ltd. (“NuriBill”)
and NuriVista Co., Ltd (“NuriVista”) are each wholly-owned subsidiaries of NurifFlex Co., Ltd. (Kosdaq: KRW) (“Nuriflex
Korea” and, together with NuriBill and NuriVista, the “Nuri Investors”). NuriFlex Korea’s major shareholder and beneficial
owner is NuriFlex Holdings Inc. (Canada), having its principal address at Suite 2109, 4710 Kingsway, Burnaby BC V5H 4J5, Canada.The
principal business address of the Nuri Investors is NURI BLD, 16 Sapyeong-daero, Seocho-gu, South Korea, 065552. |
CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of certain material U.S. federal income tax considerations to U.S. Holders (as defined below) of the
ownership and disposition of ordinary shares and warrants. This discussion applies only to ordinary shares and warrants, as the case
may be, that are held as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as
amended (the “Code”) (generally, property held for investment).
The
following does not purport to be a complete analysis of all potential tax considerations arising in connection with the ownership and
disposition of ordinary shares and warrants. The effects and considerations of other U.S. federal tax laws, such as estate and gift tax
laws, alternative minimum or Medicare contribution tax consequences and any applicable state, local or non-U.S. tax laws are not discussed.
This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative
pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities
may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a
manner that could adversely affect the tax consequences discussed below. Alpha Tau has not sought and will not seek any rulings from
the IRS regarding the matters discussed below. There can be no assurance the IRS will not take or a court will not sustain a contrary
position to that discussed below regarding the tax consequences discussed below.
This
discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances. In addition,
it does not address consequences relevant to holders subject to special rules, including, without limitation:
| ● | banks, insurance companies, and certain other financial institutions; |
| ● | regulated
investment companies and real estate investment trusts; |
| ● | brokers,
dealers or traders in securities; |
| ● | traders
in securities that elect to mark to market; |
| ● | tax-exempt
organizations or governmental organizations; |
| ● | U.S.
expatriates and former citizens or long-term residents of the United States; |
| ● | persons
holding ordinary shares and/or warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction
strategy or as part of a conversion transaction or other integrated investment; |
| ● | persons
subject to special tax accounting rules as a result of any item of gross income with respect to ordinary shares and/or warrants, as the
case may be, being taken into account in an applicable financial statement; |
| ● | persons
that actually or constructively own 5% or more (by vote or value) of outstanding and issued stock of Alpha Tau; |
| ● | “controlled
foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S.
federal income tax; |
| ● | S
corporations, partnerships or other entities or arrangements treated as partnerships or other flowthrough entities for U.S. federal income
tax purposes (and investors therein); |
| ● | U.S.
Holders having a functional currency other than the U.S. dollar; |
| ● | persons
who hold or received ordinary shares and/or warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise
as compensation; and |
| ● | tax-qualified
retirement plans. |
For
purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares of ordinary shares and/or warrants, as the
case may be, that is for U.S. federal income tax purposes:
| ● | an
individual who is a citizen or resident of the United States; |
| ● | a
corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or
the District of Columbia; |
| ● | an
estate, the income of which is subject to U.S. federal income tax regardless of its source; or; |
| ● | a
trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons”
(within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States
person” (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes. |
If
an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares and/or warrants, the tax
treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain
determinations made at the owner level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes
and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
THE
U.S. FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO HOLDERS OF ORDINARY SHARES AND WARRANTS WILL DEPEND ON EACH HOLDER’S PARTICULAR
TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, AND LOCAL, AND NON-U.S. INCOME AND OTHER
TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF ORDINARY
SHARES AND WARRANTS.
Distributions
on Ordinary Shares
Subject to the discussion below under “-Passive Foreign Investment
Company Rules,” if
Alpha Tau makes distributions of cash or property on the ordinary shares, the gross amount of such distributions (including any amount
of foreign taxes withheld) will be treated for U.S. federal income tax purposes first as a dividend to the extent of Alpha Tau’s
current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital
to the extent of the U.S. Holder’s tax basis, with any excess treated as capital gain from the sale or exchange of the shares.
If Alpha Tau does not provide calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should
expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for
the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.
Subject
to the discussions below under “-Passive Foreign Investment Company Rules,” dividends received by certain non-corporate
U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains
rate, provided that:
| ● | either
(a) the shares are readily tradable on an established securities market in the United States, or (b) Alpha Tau is eligible for the
benefits of a qualifying income tax treaty with the United States that includes an exchange of information program; |
| ● | Alpha
Tau is neither a PFIC (as discussed below under below under “-Passive Foreign Investment Company Rules”) nor treated
as such with respect to the U.S. Holder for Alpha Tau’s in any taxable year in which the dividend is paid or the preceding taxable
year; |
| ● | the
U.S. Holder satisfies certain holding period requirements; and |
| ● | the
U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. |
There
can be no assurances that Alpha Tau will be eligible for benefits of an applicable comprehensive income tax treaty between the
United States and Israel (the “Treaty”). In addition, there also can be no assurance that ordinary shares will be considered “readily
tradable” on an established securities market in the United States in accordance with applicable legal authorities.
Furthermore, Alpha Tau will not constitute a “qualified foreign corporation” for purposes of these rules if it is a PFIC
for the taxable year in which it pays a dividend or for the preceding taxable year. See “-Passive Foreign Investment
Company Rules.” U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for
dividends paid with respect to ordinary shares.
Subject
to certain exceptions, dividends on ordinary shares will constitute foreign source income for foreign tax credit limitation
purposes. Subject to certain complex conditions and limitations, Israeli taxes withheld on any distributions on the ordinary shares
may be eligible for credit against a U.S. Holder’s federal income tax liability or, at such holder’s election, may be
eligible for a deduction in computing such holder’s U.S. federal income tax income. Certain U.S. Treasury Regulations that
apply to non-U.S. taxes paid or accrued in taxable years beginning on or after December 28, 2021 restrict the availability of any
such credit based on the nature of the tax imposed by the non-U.S. jurisdiction. U.S. Holders are urged to consult their tax
advisors regarding the creditability of any such tax imposed by Israel. If a refund of the tax withheld is available under the laws
of Israel or under the Treaty, the amount of tax withheld that is refundable will not be eligible for such credit against a U.S.
Holder’s U.S. federal income tax liability (and will not be eligible for the deduction against U.S. federal taxable income).
If such dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of
calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the
numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of
tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to
specific classes of income. For this purpose, dividends distributed by Alpha Tau with respect to the ordinary shares generally will
constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category
income.” The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Holders should consult
their tax advisors regarding the availability of a foreign tax credit in their particular circumstances and the possibility of claiming
an itemized deduction (in lieu of the foreign tax credit) for any foreign taxes paid or withheld.
Sale,
Exchange, Redemption or Other Taxable Disposition of Ordinary Shares and Warrants
Subject
to the discussion below under “-Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize
gain or loss on any sale, exchange, redemption or other taxable disposition of ordinary shares or warrants in an amount equal to the
difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such
ordinary shares and/or warrants. A U.S. Holder’s initial tax basis in ordinary shares or warrants purchased in the market
generally will equal the cost of such ordinary shares or warrants, as applicable. Any gain or loss recognized by a U.S. Holder on a
taxable disposition of ordinary shares or warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an
individual, who has held the ordinary shares and/or warrants for more than one year generally will be eligible for reduced tax rates
for such long-term capital gains. The deductibility of capital losses is subject to limitations.
Any
such gain or loss recognized generally will be treated as U.S. source gain or loss. Accordingly, in the event any Israeli tax (including
withholding tax) is imposed upon such sale or other disposition, a U.S. Holder may not be able to utilize foreign tax credits unless
such U.S. Holder has foreign source income or gain in the same category from other sources. Moreover, there are special rules under the Treaty, which may impact a U.S. Holder’s ability to
claim a foreign tax credit. U.S. Holders are urged to consult their own tax advisor regarding the ability to claim a foreign tax credit
and the application of the Treaty to such U.S. Holder’s particular circumstances.
Exercise
or Lapse of a Warrant
Except
as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the
acquisition of an ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in ordinary shares received upon
exercise of the warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the warrant received therefore
and the exercise price. The U.S. Holder’s holding period for an ordinary share received upon exercise of the warrant will begin
on the date following the date of exercise (or possibly the date of exercise) of the warrant and will not include the period during which
the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder that has otherwise received no proceeds
with respect to such warrant generally will recognize a capital loss equal to such U.S. Holder’s tax basis in the warrant.
The
tax consequences of a cashless exercise of a warrant are not clear under current U.S. federal income tax law. A cashless exercise may
be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for
U.S. federal income tax purposes. In either situation, a U.S. Holder’s basis in the ordinary shares received would equal the U.S.
Holder’s basis in the warrants exercised therefore. If the cashless exercise is not treated as a realization event, a U.S. Holder’s
holding period in the ordinary shares would be treated as commencing on the date following the date of exercise (or possibly the date
of exercise) of the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares
would include the holding period of the warrants exercised therefore.
It
is also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss would be
recognized in the manner set forth above under “-Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares
and Warrants.” In such event, a U.S. Holder could be deemed to have surrendered warrants equal to the number of ordinary shares
having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. The U.S. Holder would
recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the warrants deemed
surrendered and (ii) the U.S. Holder’s tax basis in such warrants deemed surrendered. In this case, a U.S. Holder’s tax basis
in the ordinary shares received would equal the sum of (i) U.S. Holder’s tax basis in the warrants deemed exercised and (ii) the
exercise price of such warrants. A U.S. Holder’s holding period for the ordinary shares received in such case generally would commence
on the date following the date of exercise (or possibly the date of exercise) of the warrants.
Due
to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which,
if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly,
U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of warrants.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise
price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder
of a warrant would, however, be treated as receiving a constructive distribution from Alpha Tau if, for example, the adjustment increases
the holder’s proportionate interest in Alpha Tau’s assets or earnings and profits (for instance, through an increase in the
number of ordinary shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash or other property
such as other securities to the holders of the ordinary shares which is taxable to the holders of such shares as described under “-Distributions
on Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same
manner as if the U.S. Holder of such warrant received a cash distribution from Alpha Tau equal to the fair market value of such increased
interest.
Passive
Foreign Investment Company Rules
The
treatment of U.S. Holders of the ordinary shares could be materially different from that described above, if Alpha Tau is treated as
a PFIC for U.S. federal income tax purposes. A non-U.S. entity treated as a corporation for U.S. federal income tax purposes generally
will be a PFIC for U.S. federal income tax purposes for any taxable year if either:
| ● | at
least 75% of its gross income for such year is passive income; or |
| ● | at
least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable
to assets that produce passive income or are held for the production of passive income. |
For
this purpose, Alpha Tau will be treated as owning its proportionate share of the assets and earning its proportionate share of the income
of any other entity treated as a corporation for U.S. federal income tax purposes in which Alpha Tau owns, directly or indirectly, 25%
or more (by value) of the stock.
Alpha
Tau believes it was not a PFIC in 2022. Based on the current and anticipated composition of the income, assets and operations of
Alpha Tau and its subsidiaries, there is a risk Alpha Tau may be treated as a PFIC for future taxable years. However, there can be
no assurances in this regard, nor can there be any assurances that Alpha Tau will not be treated as a PFIC in any future taxable
year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and Alpha Tau can make no
assurances that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.
Whether
Alpha Tau or any of its subsidiaries is treated as a PFIC is determined on an annual basis. The determination of whether Alpha Tau or
any of its subsidiaries is a PFIC is a factual determination that depends on, among other things, the composition of Alpha Tau’s
income and assets, and the market value of its and its subsidiaries’ shares and assets. Changes in the composition of Alpha Tau’s
or any of its subsidiaries’ income or composition of Alpha Tau’s or any of its subsidiaries’ assets may cause it to
be or become a PFIC for the current or subsequent taxable years. Under the PFIC rules, if Alpha Tau were considered a PFIC at any time
that a U.S. Holder owns ordinary shares or warrants, Alpha Tau would continue to be treated as a PFIC with respect to such investment
unless (i) it ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules. If such election
is made, a U.S. Holder will be deemed to have sold its ordinary shares or warrants at their fair market value on the last day of the
last taxable year in which Alpha Tau is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences
described below. After the deemed sale election, the ordinary shares or warrants with respect to which the deemed sale election was made
will not be treated as shares in a PFIC unless Alpha Tau subsequently becomes a PFIC.
For
each taxable year that Alpha Tau is treated as a PFIC with respect to a U.S. Holder’s ordinary shares or warrants, the U.S. Holder
will be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized
from a sale or disposition (including a pledge) of its ordinary shares (collectively the “Excess Distribution Rules”), unless
the U.S. Holder makes a valid QEF election or mark-to-market election as discussed below. Distributions received by a U.S. Holder in
a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable
years or the U.S. Holder’s holding period for the ordinary shares will be treated as excess distributions. Under these special
tax rules:
| ● | the
excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares; |
| ● | the
amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable
year in which Alpha Tau is a PFIC, will be treated as ordinary income; and |
| ● | the
amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable,
for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable
to each such year. |
Under
the Excess Distribution Rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution
cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the ordinary shares or warrants cannot
be treated as capital gains, even though the U.S. Holder holds the ordinary shares or warrants as capital assets.
Certain
of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which Alpha Tau may hold,
directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that Alpha
Tau does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier
PFIC. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to any of Alpha Tau’s subsidiaries.
If
Alpha Tau is a PFIC, a U.S. Holder of ordinary shares (but not warrants) may avoid taxation under the Excess Distribution Rules described
above by making a “qualified electing fund” (“QEF”) election. However, a U.S. Holder may make a QEF election
with respect to its ordinary shares only if Alpha Tau provides U.S. Holders on an annual basis with certain financial information specified
under applicable U.S. Treasury regulations. Alpha Tau will endeavor to provide U.S. Holders with the required information on an annual
basis to allow U.S. Holders to make a QEF election with respect to the ordinary shares in the event Alpha Tau is treated as a PFIC for
any taxable year. There can be no assurance, however, that Alpha Tau will timely provide such information for the current year or subsequent
years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in
the invalidation or termination of a U.S. Holder’s prior QEF election. In addition, U.S. Holders of warrants will not be able to
make a QEF election with respect to their warrants.
In
the event Alpha Tau is a PFIC, a U.S. Holder that makes a QEF election with respect to its ordinary shares would generally be required
to include in income for each year that Alpha Tau is treated as a PFIC the U.S. Holder’s pro rata share of Alpha Tau’s ordinary
earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to
tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the ordinary
shares. Any net deficits or net capital losses of Alpha Tau for a taxable year would not be passed through and included on the tax return
of the U.S. Holder, however. A U.S. Holder’s basis in the ordinary shares would be increased by the amount of income inclusions
under the qualified electing fund rules. Dividends actually paid on the ordinary shares generally would not be subject to U.S. federal
income tax to the extent of prior income inclusions and would reduce the U.S. Holder’s basis in the ordinary shares by a corresponding
amount.
If
Alpha Tau owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC,
subject to Alpha Tau’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis.
If
a U.S. Holder does not make a QEF election (or a mark-to-market election, as discussed below) effective from the first taxable year of
a U.S. Holder’s holding period for the ordinary shares in which Alpha Tau is a PFIC, then the ordinary shares will generally continue
to be treated as an interest in a PFIC, and the U.S. Holder generally will remain subject to the Excess Distribution Rules. A U.S. Holder
that first makes a QEF election in a later year may avoid the continued application of the Excess Distribution Rules to its ordinary
shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the ordinary shares
at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed
sale would be subject to the Excess Distribution Rules described above. A U.S. Holder that is eligible to make a QEF election with respect
to its ordinary shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder’s timely filed
tax return for the year in which the election becomes effective.
U.S.
Holders should consult their own tax advisors as to the availability and desirability of a QEF election.
Alternatively,
a U.S. Holder of “marketable stock” (as defined below) may make a mark-to-market election for its ordinary shares to elect
out of the Excess Distribution Rules discussed above if Alpha Tau is treated as a PFIC. If a U.S. Holder makes a mark-to-market election
with respect to its ordinary shares, such U.S. Holder will include in income for each year that Alpha Tau is treated as a PFIC with respect
to such ordinary shares an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of the
U.S. Holder’s taxable year over the adjusted basis in the ordinary shares. A U.S. Holder will be allowed a deduction for the excess,
if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions
will be allowed only to the extent of any net mark-to-market gains on the ordinary shares included in the U.S. Holder’s income
for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition
of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any
mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares,
to the extent the amount of such loss does not exceed the net mark-to-market gains for such ordinary shares previously included in income.
A U.S. Holder’s basis in the ordinary shares will be adjusted to reflect any mark-to-market income or loss. If a U.S. Holder makes
a mark-to-market election, any distributions Alpha Tau makes would generally be subject to the rules discussed above under “-Distributions
on Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply. U.S. Holders of warrants
will not be able to make a mark-to-market election with respect to their warrants.
The
mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified
exchange or other market, as defined in applicable U.S. Treasury regulations. The ordinary shares, which are currently listed on Nasdaq,
are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that ordinary shares will be
“regularly traded” for purposes of these rules. Because a mark-to-market election cannot be made for equity interests in
any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the Excess
Distribution Rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election
is made for Alpha Tau.
If
a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of
a U.S. Holder’s holding period for the ordinary shares in which Alpha Tau is a PFIC, then the U.S. Holder generally will remain
subject to the Excess Distribution Rules. A U.S. Holder that first makes a mark-to-market election with respect to the ordinary shares
in a later year will continue to be subject to the Excess Distribution Rules during the taxable year for which the mark-to-market election
becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which
a valid mark-to-mark election remains in effect, the Excess Distribution Rules generally will not apply. A U.S. Holder that is eligible
to make a mark-to-market with respect to its ordinary shares may do so by providing the appropriate information on IRS Form 8621 and
timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective. U.S. Holders should
consult their own tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election
on interests in any Lower-Tier PFICs.
A
U.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis. U.S. Holders should consult their own tax advisors
regarding any reporting requirements that may apply to them if Alpha Tau is a PFIC.
U.S.
Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.
Information
Reporting and Backup Withholding
Information
reporting requirements may apply to distributions received by U.S. Holders of ordinary shares, and the proceeds received on sale or
other taxable the disposition of ordinary shares or warrants effected within the United States (and, in certain cases, outside the
United States), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding
(currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification
number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to
backup withholding. U.S. Holders should consult their own tax advisors regarding the application of the U.S. information reporting
and backup withholding rules.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S.
federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by
timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
Foreign Asset Reporting
Certain U.S. Holders are required to report their
holdings of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds
certain threshold amounts, by filing IRS Form 8938 with their federal income tax return. The ordinary shares and warrants are expected
to constitute foreign financial assets subject to these requirements unless they are held in an account at certain financial institutions.
U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their
ownership and disposition of the ordinary shares and/or warrants and the significant penalties for non-compliance.
CERTAIN
MATERIAL ISRAELI TAX CONSIDERATIONS
The
following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership,
and disposition of the ordinary shares. You should consult your own tax advisor concerning the tax consequences of your particular situation,
as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
Israeli
tax considerations
The
following is a brief summary of certain material Israeli tax laws applicable to Alpha Tau, and certain Israeli Government programs that
benefit Alpha Tau. This section also contains a discussion of certain material Israeli tax consequences concerning the ownership and
disposition of ordinary shares purchased by investors. This summary does not discuss all the aspects of Israeli tax law that may be relevant
to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment
under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes
not covered in this discussion. To the extent that the discussion is based on tax legislation that has not yet been subject to judicial
or administrative interpretation, Alpha Tau cannot assure you that the appropriate tax authorities or the courts will accept the views
expressed in this discussion. The discussion below is not intended, and should not be construed, as legal or professional tax advice
and is not exhaustive of all possible tax considerations. The discussion is subject to change, including due to amendments under Israeli
law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences
described below, possibly with a retroactive effect.
THEREFORE,
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION
OF OUR ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.
General
corporate tax structure in Israel
Israeli
companies are generally subject to corporate tax. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative
Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) which reduced the corporate income tax rate from 25%
to 24% effective from January 1, 2017, and to 23% effective from January 1, 2018 and thereafter. However, the effective tax rate payable
by a company that derives income from a Preferred Enterprise, or a Technological Enterprise (each, as defined herein) may be considerably
less. Capital gains derived by an Israeli company are generally subject to the prevailing regular corporate tax rate.
Law
for the Encouragement of Industry (Taxes), 5729-1969
The
Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the “Industry Encouragement Law”, provides
several tax benefits for “Industrial Companies.” Alpha Tau may qualify as an Industrial Company within the meaning of the
Industry Encouragement Law.
The
Industry Encouragement Law defines an “Industrial Company” as an Israeli resident-company, incorporated in Israel, of which
90% or more of its income in any tax year, other than income from certain government loans, capital gains, interest and dividends, is
derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area,” in accordance with
the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961 (the “Ordinance”). An “Industrial
Enterprise” is defined as an enterprise which is held by an Industrial Company whose principal activity in a given tax year is
industrial production.
The
following are the main tax benefits available to Industrial Companies:
| ● | Amortization
of the cost of purchased patent, rights to use a patent, and know-how that were purchased in good faith, which are used for the development
or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised; |
| ● | Under
limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies; |
| ● | Expenses
related to a public offering are deductible in equal amounts over three years commencing on the year of the offering. |
Eligibility
for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.
Tax
benefits and grants for research and development
Israeli
tax law allows, under certain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they
are incurred. Expenditures are deemed related to scientific research and development projects, if:
| ● | The
expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
| ● | The
research and development must be for the promotion of the company; and |
| ● | The
research and development is carried out by or on behalf of the company seeking such tax deduction. |
The
amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific
research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is
related to an expense invested in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures that are unqualified
under the conditions above are deductible in equal amounts over three years.
From
time to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of the research and
development expenses during the year in which they were incurred. There can be no assurance that such application will be accepted. If
we are not able to deduct research and development expenses during the year in which they are paid, we may be able to deduct research
and development expenses in equal amounts over a period of three years commencing the year in which the payment of such expenses was
made.
Law
for the Encouragement of Capital Investments, 5719-1959
The
Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the “Investment Law”, provides certain
incentives for capital investments in production facilities (or other eligible assets). Generally, an investment program that is implemented
in accordance with the provisions of the Investment Law, referred to as , a Preferred Enterprise, a Special Preferred Enterprise, a Preferred
Technological Enterprise, or a Special Preferred Technological Enterprise, is entitled to the benefits discussed below. These benefits
may include cash grants from the Israeli government and tax benefits, based upon, among other things, the geographic location in Israel
of the facility in which the investment is made. In order to qualify for these incentives, the Company is required to comply with the
requirements of the Investment Law.
The
Investment Law was significantly amended effective as of April 1, 2005 (the “2005 Amendment”), as of January 1, 2011 (the
“2011 Amendment”) and as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment, tax benefits
granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits
granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits
to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies
entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such
benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the
2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.
Tax
benefits under the 2011 Amendment
The
2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and,
instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise”
(as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated
in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled
and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with
respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a specified
development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%,
respectively, to 12.5% and 7%, respectively, in 2013, and was increased to 16% and 9% respectively, in 2014, 2015 and 2016. Pursuant
to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for a Preferred Enterprise remained 16% while the reduced rate
for a specified development zone was decreased to and 7.5%. Income derived by a Preferred Company from a “Special Preferred Enterprise”
(as such term is defined in the Investment Law) would be entitled, subject to certain conditions and during a benefits period of 10 years,
to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone. Since January
1, 2017, the definition for “Special Preferred Enterprise” includes less stringent conditions.
Dividends
distributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the
following rates: (i) Israeli resident corporations-0% (although, if such dividends are subsequently distributed to individuals or a non-Israeli
company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals-20% (iii) non-Israeli
residents (individuals and corporations), subject to the receipt in advance of a valid certificate from the Israel Tax Authority (“ITA”)
allowing for a reduced tax rate-20%, or a reduced tax rate under the provisions of any applicable double tax treaty.
We
currently do not intend to implement the 2011 Amendment.
New
tax benefits under the 2017 Amendment that became effective on January 1, 2017
The
2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016 and is effective as of January
1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technological Enterprises,” as described below, and
is in addition to the other existing tax beneficial programs under the Investment Law.
The
2017 Amendment provides that a Preferred Company satisfying certain conditions will qualify as having a “Preferred Technological
Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological
Income,” as defined in the Investment Law. The corporate tax rate is further reduced to 7.5% with respect to a Preferred Technological
Enterprise located in development zone “A.” In addition, a Preferred Technological Company will enjoy a reduced corporate
tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment
Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company after January 1, 2017 for
at least NIS 200 million, and the sale receives prior approval from the Israel Innovation Authority.
The
2017 Amendment further provides that a Preferred Company satisfying certain conditions (including group consolidated revenues of at least
NIS 10 billion) will qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate
tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In
addition, a Special Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the
sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either
developed by the Special Preferred Enterprise or acquired from a foreign company after January 1, 2017, and the sale received prior approval
from the Israel Innovation Authority. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a
foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals
as specified in the Investment Law.
Dividends
distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological
Income, are generally subject to withholding tax at source at the rate of 20% (in case of non-Israeli shareholders —subject to
the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20% or such lower rate as may be provided
in an applicable tax treaty).However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although,
if such dividends are subsequently distributed to individuals or a non-Israeli company, the aforesaid will apply. If such dividends
are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company and
other conditions are met, the withholding tax rate will be 4% (subject to the receipt in advance of a valid certificate from the Israel
Tax Authority allowing for a reduced tax rate)..
On
January 15, 2020, Alpha Tau received a Tax Ruling from the Israel Tax Authority regarding its entitlement to tax benefits as a Preferred
Technological Enterprise subject to the compliance with the conditions settled in such Tax Ruling and in the Encouragement Law. The Tax
Ruling is valid from 2020 until tax year 2024 (inclusive).
Taxation
of our shareholders
Capital
Gains Tax on Sales of our Ordinary Shares
Israeli
law generally imposes a capital gains tax on the sale of any capital assets by Israeli residents, as defined for Israeli tax purposes,
and on the sale of capital assets located in Israel, including shares of Israeli companies, by both Israeli residents and non-Israeli
residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence
provides otherwise. The Ordinance distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of
the total capital gain equivalent to the increase of the relevant asset’s purchase price attributable to an increase in the Israeli
consumer price index, or a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary surplus is
currently not subject to tax in Israel. The real gain is the excess of the total capital gain over the inflationary surplus.
Capital
gains taxes applicable to non-Israeli resident shareholders.
A
non-Israeli resident who derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company
was listed for trading on a stock exchange outside of Israel, will be exempt from Israeli tax if, among other conditions, the shares
were not held through a fixed enterprise that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled
to the foregoing exemption if Israeli residents: (i) have a controlling interest more than 25% in such non-Israeli corporation or (ii)
are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly
or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares
are deemed to be business income.
If
not exempt, a non-Israeli resident shareholder would generally be subject to tax on capital gain at the ordinary corporate
tax rate (23% in 2022) if generated by a company, or at the rate of 25%, if generated by an individual, or 30%, if generated by an individual
who is a “substantial shareholder (as defined under the Ordinance), at the time of sale or at any time during the preceding 12-month period
(or if the shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of
such shares). A “substantial shareholder” is generally a person who alone or together with such person’s relative or
another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means
of control” of the corporation. “Means of control” generally include, among others, the right to vote, receive profits,
nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights
how to act, regardless of the source of such right. Individual and corporate shareholders dealing in securities in Israel are taxed at
the tax rates applicable to business income (a corporate tax rate for a corporation (23% in 2022) and a marginal tax rate of up to 47%
for an individual in 2022), unless contrary provisions in a relevant tax treaty apply.
Additionally,
a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax
treaty. For example, under the Convention Between the Government of the United States of America and the Government of the State of Israel
with Respect to Taxes on Income, as amended (the “United States-Israel Tax Treaty”), the sale, exchange or other disposition
of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is
entitled to claim the benefits afforded to such a resident by the United States-Israel Tax Treaty (a “U.S. Resident”) is
generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed
to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii)
the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain
terms; (iv) such U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of
the 12 month period preceding the disposition, subject to certain conditions; or (v) such U.S. Resident is an individual and was present
in Israel for 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of such shares by
the U.S. Resident would be subject to Israeli tax (unless exempt under the Israeli domestic law as described above). Under the United
States-Israel Tax Treaty, the gain may be treated as foreign source income for United States foreign tax credit purposes, upon an election
by the U.S. Resident, and such U.S. Resident may be permitted to claim a credit for such taxes against the United States federal income
tax imposed on such sale, subject to the limitations under the United States federal income tax laws applicable to foreign tax credits.
The United States Israel Tax Treaty does not provide such credit against any United States state or local taxes.
Regardless
of whether shareholders may be liable for Israeli tax on the sale of our ordinary shares, the payment of the consideration may be subject
to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital
gains in order to avoid withholding at source at the time of sale (i.e., provide resident certificate and other documentation). Specifically,
in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the ITA may
require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific
exemption from the ITA to confirm their status as non-Israeli tax residents, and, in the absence of such declarations or exemptions,
may require the purchaser of the shares to withhold taxes at source.
Capital
gains taxes applicable to Israeli resident shareholders.
An
Israeli resident corporation who derives capital gains from the sale of shares in an Israeli resident company that were purchased after
the company was listed for trading on a stock exchange outside of Israel will generally be subject to tax on the real capital gains generated
on such sale at the corporate tax rate 23% in 2022). An Israeli resident individual will generally be subject to capital gain tax at
the rate of 25%. However, if the individual shareholder is claiming deduction of interest expenditures or he is a “substantial
shareholder” (as explained above) at the time of the sale or at any time during the preceding twelve months period, such gain will
be taxed at the rate of 30%. Individual holders dealing in securities in Israel for whom the income from the sale of securities is considered
“business income” as defined in section 2(1) of the Ordinance are taxed at the marginal tax rates applicable to business
income (up to 47% in 2022). Certain Israeli institutions who are exempt from tax under section 9(2) or section 129(C)(a)(1) of the Ordinance
(such as exempt trust funds and pension funds) may be exempt from capital gains tax from the sale of the shares.
Taxation
of Israeli shareholders on receipt of dividends.
An
Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the
rate of 25%. With respect to a person who is a “substantial shareholder” (as explained above) at the time of receiving the
dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli
withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder
or not), and 20% if the dividend is distributed from income attributed to a Preferred Enterprise, a Preferred Technology Enterprise.
If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from tax provided the income
from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation
that is liable to Israeli corporate tax. An exempt trust fund, pension fund or other entity that is exempt from tax under section 9(2)
or section 129C(a)(1) of the Ordinance is exempt from tax on dividend.
Taxation
of non-Israeli shareholders on receipt of dividends.
Non-Israeli
residents (either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary
shares at the rate of 25%, which tax will be withheld at source, unless relief is provided in a treaty between Israel and the shareholder’s
country of residence. With respect to a person who is a “substantial shareholder” (as explained above) at the time of receiving
the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject
to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial
shareholder or not), and subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20% if
the dividend is distributed from income attributed to a Preferred Enterprise or a Preferred Technology Enterprise, and 4% if the dividend
is distributed from income attributed to a Technological Enterprise to a foreign company that holds solely or together with other foreign
companies 90% or more in the Israeli company and other conditions are met, (please note that the reduced withholding tax rate of 4% will
apply only on profits generated after the Preferred Technological Enterprise was acquired by a foreign company), or such lower rate as
may be provided in an applicable tax treaty. For example, under the United States-Israel Tax Treaty, the maximum rate of tax withheld
at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. Resident is 25%. However, generally, the maximum
rate of withholding tax on dividends, not generated by a Preferred Technological Enterprise, Preferred Enterprise, that are paid to a
United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed
as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists
of certain types of dividends and interest. If the dividend is attributable partly to income derived from a Preferred Technological Enterprise,
or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions
of the two types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce
shareholders’ tax liability. Application for the reduced tax rate requires appropriate documentation presented and specific instruction
received from the ITA to the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will
have to comply with some administrative procedures with the Israeli Tax Authorities in order to receive back the excess tax withheld.
A
foreign resident who had income from a dividend that was accrued from Israeli source, from which the full tax was deducted, will generally
be exempt from filing a tax return in Israel, provided that (i) such income was not generated from business conducted in Israel by the
taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be
filed, and (iii) he is not liable to pay Surtax (see below) in accordance with section 121B of the Ordinance.
Surtax
Subject
to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at
a rate of 3% on annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 663,240 for 2022, which
amount is linked to the annual change in the Israeli consumer price index.
Estate
and Gift Tax
Israeli
law presently does not impose estate or gift taxes.
PLAN OF DISTRIBUTION
The Selling Securityholders, which as used herein
includes donees, pledgees, transferees or other successors-in-interest selling warrants, ordinary shares or interests in ordinary shares
received after the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer,
may, from time to time, sell, transfer or otherwise dispose of any or all of their warrants, ordinary shares or interests in ordinary
shares on any stock exchange, market or trading facility on which the warrants or shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price,
at varying prices determined at the time of sale, or at negotiated prices.
The Selling Securityholders may use any one or
more of the following methods when disposing of warrants, shares or interests therein:
| ● | ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer
will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer
as principal and resale by the broker-dealer for their account; |
| ● | an exchange distribution in
accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | short sales effected after
the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| ● | through the writing or settlement
of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | broker-dealers may agree with
the Selling Securityholders to sell a specified number of such shares at a stipulated price per share; |
| ● | a combination of any such methods
of sale; and |
| ● | any other method permitted
by applicable law. |
The Selling Securityholders may, from time to time,
pledge or grant a security interest in some or all of the warrants or ordinary shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the warrants or ordinary shares, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending
the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under
this prospectus. The Selling Securityholders also may transfer the warrants or ordinary shares in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In addition, a Selling Securityholder that is an
entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration
statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders
would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee
is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees
to use the prospectus to resell the securities acquired in the distribution.
In connection with the sale of our warrants, ordinary
shares or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the warrants or ordinary shares in the course of hedging the positions they assume. The Selling
Securityholders may also sell warrants or our ordinary shares short and deliver these securities to close out their short positions, or
loan or pledge the warrants or ordinary shares to broker-dealers that in turn may sell these securities. The Selling Securityholders may
also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of warrants or shares offered by this prospectus,
which warrants or shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
Each of the Selling Securityholders reserves the
right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of warrants or
ordinary shares to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of
the warrants by payment of cash, however, we will receive the exercise price of the warrants.
The Selling Securityholders and any underwriters,
broker-dealers or agents that participate in the sale of the ordinary shares or interests therein may be “underwriters” within
the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares
may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within
the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
In addition, a Selling Securityholder that is an
entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration
statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders
would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.
To the extent required, the warrants or our ordinary
shares to be sold, the names of the Selling Securityholders, the respective purchase prices and public offering prices, the names of any
agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of
some states, if applicable, the warrants or ordinary shares may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the warrants or ordinary shares may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Securityholders that
the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of warrants or shares in the market and to the activities
of the Selling Securityholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders
against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the warrants
or shares offered by this prospectus.
We have agreed with the Selling Securityholders
to keep the registration statement of which this prospectus constitutes a part effective until all of the shares covered by this prospectus
have been disposed of pursuant to and in accordance with the registration statement or the securities have been withdrawn.
In compliance with the guidelines of the Financial
Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting
compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering
pursuant to this prospectus and any applicable prospectus supplement.
LEGAL MATTERS
The legality of the ordinary
shares offered by this prospectus and certain other Israeli legal matters will be passed upon for Alpha Tau by Meitar | Law Offices. The
legality of the Alpha Tau warrants offered by this prospectus and certain legal matters relating to U.S. law will be passed upon for Alpha
Tau by Latham & Watkins LLP, New York, New York. Meitar | Law Offices and certain attorneys affiliated with the firm own
less than 1% of Alpha Tau’s ordinary shares. Latham & Watkins LLP and certain attorneys and investment funds affiliated
with the firm own less than 1% of Alpha Tau’s ordinary shares.
EXPERTS
The consolidated financial
statements of Alpha Tau Medical Ltd. and its subsidiaries as of December 31, 2021 and 2022, and for each of the three years
ended December 31, 2022 included in this prospectus have been so included in reliance on the reports of Kost, Forer, Gabbay &
Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, given on the authority of said firm
as experts in auditing and accounting. The current address of Kost, Forer, Gabbay & Kasierer is 144 Menachem Begin Road, Building
A, Tel Aviv 6492102, Israel.
ENFORCEABILITY OF CIVIL LIABILITIES
Service of process upon us
and upon our directors and officers and the Israeli experts named in this prospectus, most 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.
We have been informed by our
legal counsel in Israel, Meitar | Law Offices, our legal counsel in Israel that it may be difficult to assert U.S. securities laws 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 in which 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 proven as a fact which can be a time-consuming and costly process. Matters of procedure will also be governed by Israeli
law.
We have irrevocably appointed
Alpha Tau Medical Inc., as our agent to receive service of process in any action against us in any U.S. federal or state court arising
out of this offering or any purchase or sale of securities in connection with this offering. Subject to specified time limitations and
legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which is non-appealable, including a judgment based upon
the civil liability provisions of the Securities Act or the Exchange Act and including a monetary or compensatory judgment in a non-civil
matter, provided that, among other things:
| ● | the judgment was rendered by
a court of competent jurisdiction, according to the laws of the state in which the judgment is given; |
| ● | the judgment is enforceable
according to the laws of Israel and according to the law of the foreign state in which the relief was granted; and |
| ● | the judgment is not contrary
to public policy of Israel. |
Even if such conditions are
met, an Israeli court may not declare a foreign civil judgment enforceable if:
| ● | the prevailing law of the foreign
state in which the judgment is rendered does not allow for the enforcement of judgments of Israeli courts (subject to exceptional cases); |
| ● | the defendant did not have
a reasonable opportunity to be heard and to present his or her evidence, in the opinion of the Israeli court; |
| ● | the enforcement of the civil
liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel; |
| ● | the judgment was obtained by
fraud; |
| ● | the judgment was rendered by
a court not competent to render it according to the rules of private international law prevailing in Israel; |
| ● | the judgment conflicts with
any other valid judgment in the same matter between the same parties; or |
| ● | an action between the same
parties in the same matter was pending in any Israeli court or tribunal at the time at which the lawsuit was instituted in the foreign
court. |
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.”
AUTHORIZED REPRESENTATIVE
Our authorized representative in the United States
for this offering as required pursuant to Section 6(a) of the Securities Act is Alpha Tau Medical, Inc., 1 Union Street 3rd Floor, Lawrence,
MA 01840.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION
OF INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with them, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this registration statement, and later information filed with the
SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents
previously filed with the SEC:
| ● | the Company’s Annual
Report on Form 20-F for the year
ended December 31, 2022 filed with the SEC on March 9, 2023 and Annual Report on Form
20-F/A for the year ended December 31, 2022 filed with the SEC on March 23, 2023 ; and |
| ● | the description of the Company’s
ordinary shares contained in the Company’s registration statement on Form
8-A (File No. 001-41316), filed with the SEC on March 7, 2022, including any amendments or reports filed for the purpose
of updating such description. |
We have filed a registration statement on Form F-3
to register the issuance and the resale of the securities described elsewhere in this prospectus. This prospectus is a part of that registration
statement. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and
the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement and the exhibits and schedules
for more information about us and our securities.
Information and statements contained in this prospectus
or any annex to this prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as
an exhibit to the registration statement of which this prospectus forms a part.
Statements made in this prospectus concerning
the contents of any contract, agreement or other document are not complete descriptions of all terms of these documents. If a document
has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed for a complete
description of its terms. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by
the filed exhibit. You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which
this prospectus is a part in their entirety.
We are subject to the informational requirements
of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on
Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers,
like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We are a “foreign private issuer”
as defined in Rule 3b-4 under the Securities Exchange Act of 1934, or the Exchange Act. As a result, our proxy solicitations are
not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act and transactions in our equity securities
by our officers and directors are exempt from Section 16 of the Exchange Act. In addition, we are not required under the Exchange
Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under
the Exchange Act. We publish annually an annual report filed on Form 20-F containing financial statements that have been examined
and reported on, with an opinion expressed by, a registered public accounting firm. We prepare our annual financial statements in United
States dollars and in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. If there is any inconsistency
between the information in this prospectus and in any post-effective amendment to the Form F-1 of which this prospectus is a part,
or in any prospectus supplement, you should rely on the information in the post-effective amendment or prospectus supplement, as relevant.
You should read this prospectus and any post-effective amendment or prospectus supplement together with the additional information contained
in documents listed above under the heading “Where You Can Find More Information; Incorporation of Information by Reference.”
The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information
about us, the securities offered under this prospectus, and our other outstanding securities. The registration statement, including the
exhibits, can be read at the SEC’s website or at the SEC’s offices mentioned above under “Where You Can Find More Information;
Incorporation of Information by Reference.”
We will provide to each
person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all the information that has been incorporated
by reference in this prospectus but not delivered with this prospectus (and any exhibits specifically incorporated in such information),
at no cost, upon written or oral request to us at the following address:
Alpha Tau Medical Ltd.
Attention: VP Legal
Kiryat HaMada St. 5
Jerusalem
9777605
Israel
You may also obtain information
about us by visiting our website at www.innoviz-tech.com. Information contained in our website is not part of this prospectus.
We have not authorized
anyone to give any information or make any representation about their companies that is different from, or in addition to, that contained
in this prospectus or in any of the materials that have been incorporated in this prospectus. Therefore, if anyone does give you information
of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this prospectus or the solicitation of proxies is unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information
contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another
date applies. You should read all information supplementing this prospectus.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Under the Companies Law, a
company may not exculpate an office holder from liability for a breach of the fiduciary duty. 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 amended and restated articles
of association include such a provision. The company may not exculpate in advance a director from liability arising due to the breach
of his or her duty of care in the event of a prohibited dividend or distribution to shareholders.
Under the Companies Law and
the Israeli Securities Law, 5728-1968 (the “Securities Law”) a company may indemnify an office holder in respect of the following
liabilities, payments and expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following
an event, provided its articles of association include a provision authorizing such indemnification:
| ● | a monetary liability incurred
by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed
as judgment or arbitrator’s decision approved by a competent 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; |
| ● | reasonable litigation expenses,
including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed
against the office holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or
proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him
of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the office holder
but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require
proof of criminal intent; or (iii) in connection with a monetary sanction; |
| ● | a monetary liability imposed
on the office holder in favor of a payment for a breach offended at an Administrative Procedure (as defined below) as set forth in Section
52(54)(a)(1)(a) to the Securities Law; |
| ● | expenses expended by the office
holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable
attorneys’ fees; |
| ● | reasonable litigation expenses,
including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding
instituted against him or her by the company, on its behalf, or by a third party, (ii) in connection with criminal indictment of which
the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not
require proof of criminal intent; and |
| ● | any other obligation or expense
in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation,
matters referenced in Section 56H(b)(1) of the Securities Law. |
An “Administrative Procedure”
is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement
Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject
to conditions) to the Securities Law.
Under the Companies Law and
the 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:
| ● | a breach of the fiduciary duty
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; |
| ● | 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; |
| ● | a monetary liability imposed
on the office holder in favor of a third party; |
| ● | a monetary liability imposed
on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities
Law; and |
| ● | expenses incurred by an office
holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees. |
Under the Companies Law, a
company may not indemnify, exculpate or insure an office holder against any of the following:
| ● | a breach of the fiduciary duty,
except for indemnification and insurance for a breach of the fiduciary duty 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 prejudice the company; |
| ● | a breach of duty of care committed
intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
| ● | an act or omission committed
with intent to derive illegal personal benefit; or |
| ● | a fine or forfeit levied against
the office holder. |
Under the Companies Law, exculpation,
indemnification and insurance of office holders must be approved by the compensation committee and the board of directors and, with respect
to directors or controlling shareholders, their relatives and third parties in which controlling shareholders have a personal interest,
also by the shareholders.
Our amended and restated articles
of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law.
Our office holders are currently covered by a directors’ and officers’ liability insurance policy. As of the date of this
registration statement, no claims for directors’ and officers’ liability insurance have been filed under this policy and we
are not aware of any pending or threatened litigation or proceeding involving any of our office holders, including our directors, in which
indemnification is sought.
We have entered into agreements
with each of our current office holders exculpating them from a breach of their duty of care to us to the fullest extent permitted by
law, subject to limited exceptions, and undertaking to indemnify them to the fullest extent permitted by law, subject to limited exceptions,
including, with respect to liabilities resulting from this offering, to the extent that these liabilities are not covered by insurance.
This indemnification is limited, with respect to any monetary liability imposed in favor of a third party, to events determined as foreseeable
by the board of directors based on our activities. The maximum aggregate amount of indemnification that we may pay to our office holders
based on such indemnification agreement is the greater of (1) 25% of our shareholders’ equity pursuant to our audited consolidated
financial statements for the year preceding the year in which the event in connection of which indemnification is sought occurred, and
(2) $40 million (as may be increased from time to time by shareholders’ approval). Such indemnification is in addition to any insurance
amounts. Each office holder who agrees to receive this letter of indemnification also gives his approval to the termination of all previous
letters of indemnification that we have provided to him or her in the past, if any. However, in the opinion of the SEC, indemnification
of office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
Item 9. Exhibits
The Exhibit Index is hereby incorporated herein
by reference.
Item 10. Undertakings
| (a) | The undersigned registrant hereby
undertakes: |
| (1) | To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and |
| (iii) | 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; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section 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 the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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
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 (a)(4) 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 Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed
with or furnished to the Commission 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. |
| (5) | That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying
on Rule 430B, |
| (A) | 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 |
| | |
| (B) | 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; or |
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 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: |
| (i) | Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | 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; |
| (iii) | 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 |
| (iv) | Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | 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 the registration statement 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) | 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. |
| (d) | 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 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act. |
EXHIBIT INDEX
|
|
|
|
Incorporation by Reference |
Exhibit No. |
|
Description |
|
Form |
|
File No. |
|
Exhibit No. |
|
Filing Date |
|
Filed / Furnished Herewith |
2.1† |
|
Agreement and Plan of Merger, dated as of July 7, 2021, by and among Alpha Tau Medical Ltd., Healthcare Capital Corp, Archery Merger Sub. |
|
F-4 |
|
333-258915 |
|
2.1 |
|
August 19, 2021 |
|
|
3.1 |
|
Amended and Restated Articles of Association of Alpha Tau Medical Ltd. |
|
20-F |
|
001-41316 |
|
1.1 |
|
March 9, 2023 |
|
|
4.1 |
|
Specimen Ordinary Share Certificate of Alpha Tau Medical. |
|
F-4 |
|
333-258915 |
|
4.5 |
|
January 5, 2022 |
|
|
4.2† |
|
Amended and Restated Investors’ Rights Agreement dated as of July 7, 2021, by and among Alpha Tau Medical Ltd. and certain shareholders of Alpha Tau Medical Ltd. |
|
F-4 |
|
333-258915 |
|
4.8 |
|
December 1, 2021 |
|
|
5.1 |
|
Opinion of Meitar | Law Offices. |
|
F-1 |
|
333-264306 |
|
5.1 |
|
April 15, 2022 |
|
|
23.1 |
|
Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered accounting firm for Alpha Tau Medical Ltd. |
|
|
|
|
|
|
|
|
|
* |
23.2 |
|
Consent of Meitar | Law Offices. (included in Exhibit 5.1). |
|
F-1 |
|
333-264306 |
|
5.1 |
|
April 15, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107 |
|
Filing Fee Table |
|
|
|
|
|
|
|
|
|
* |
| † | Schedules and exhibits to this
Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request. |
†† |
Indicates a management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 Jerusalem, Israel, on the 3rd of April, 2023.
|
|
ALPHA TAU MEDICAL LTD. |
|
|
|
|
By: |
/s/ Uzi Sofer |
|
Name:
Title: |
Uzi Sofer
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
NAME |
|
POSITION |
|
DATE |
|
|
|
|
|
/s/ Uzi Sofer |
|
Chief Executive Officer and Chairman |
|
April 3, 2023 |
Uzi Sofer |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Raphi Levy |
|
Chief Financial Officer |
|
April 3, 2023 |
Raphi Levy |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
Ruti Alon |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
Michael Avruch |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
S. Morry Blumenfeld, Ph.D. |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
Meir Jakobsohn |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
Alan Adler |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April 3, 2023 |
David Milch |
|
|
|
|
* |
Signed by power of attorney conferred on Raphi Levy under the Registration Statement |
By: |
/s/ Raphi Levy |
|
Name: |
Raphi Levy |
|
Title: |
Attorney-in-fact |
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Alpha Tau Medical Ltd.
has signed this registration statement on April 3, 2023.
|
ALPHA TAU MEDICAL, INC. |
|
|
|
By: |
/s/ Uzi Sofer |
|
|
Name: |
Uzi Sofer |
|
|
Title: |
President and Director |
II-7
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