UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13(a)-16 or 15(d)-16
of the
Securities Exchange Act of 1934
For the
month of May 2022
Commission File Number:
001-38866
TUFIN SOFTWARE TECHNOLOGIES LTD.
(Translation of registrant’s name into
English)
Tufin
Software Technologies Ltd.
5
HaShalom Road, ToHa Tower
Tel
Aviv 6789205, Israel
(Address of principal executive offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Tufin Software Technologies Ltd. (the “Company”) will hold a
special general meeting of its shareholders on June 7, 2022 at 6:00
p.m. Israel Time (11:00 a.m. Eastern Time) at the principal
executive offices of the Company, located at 5 HaShalom Road, ToHa
Tower, Tel Aviv, Israel 6789205, with a record date of May 9,
2022 (the “Record Date”). The Company intends to furnish
copies of a proxy statement, describing the various matters to be
voted on at the meeting, along with a proxy card and other
documents to the United States Securities and Exchange Commission
(the “SEC”) on Form 6-K prior to the Record Date and will
distribute the proxy statement and proxy card to all shareholders
of record after the Record Date.
A
copy of the Notice of Special General Meeting is furnished
as Exhibit 99.1 with this Report of Foreign Issuer on
Form 6-K.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information provided in this Report of Foreign Private Issuer on
Form 6-K contains forward-looking statements, within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act that involve risks and
uncertainties. Forward-looking statements include, but are
not limited to: statements about the expected timing of the
acquisition, the satisfaction or waiver of any conditions to the
proposed acquisition, and about the Company’s business and future
prospects. In this context, forward-looking statements often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target” and
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. Forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those expressed or implied by the forward-looking statements
contained herein, including, but not limited to: (1) the Company
may be unable to obtain required regulatory approvals or satisfy
other conditions to the closing of the proposed merger; (2) the
proposed merger may involve unexpected costs, liabilities or
delays; (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (4) the ability to recognize benefits of the proposed
merger; (5) risks that the proposed merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the proposed merger; (6) impact of the merger on
relationships with the Company’s commercial counter-parties,
including, but not limited to, its distribution partners, (7) the
significant transaction costs associated with the proposed merger
and (8) other risks that may imperil the consummation of the
merger, which may result in the merger not being consummated within
the expected time period or at all. These forward-looking
statements speak only as of the date on which such statements are
made and the Company undertakes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information
about other risks to which the Company is subject, please see the
Company’s filings or furnishings, as applicable, with the SEC,
including its most recent annual report on Form 20-F and subsequent
Reports of Foreign Private Issuer on Form 6-K.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
In
connection with the proposed merger, the Company intends to submit
relevant materials to the SEC and other governmental or regulatory
authorities, including a proxy statement and form of proxy
card. INVESTORS ARE URGED TO READ THESE MATERIALS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
MERGER. The proxy statement, proxy card and certain other
relevant materials (when they become available) and any other
documents submitted by the Company to the SEC may be obtained free
of charge at the SEC’s website at http://www.sec.gov.
Investors are urged to read the proxy statement and the other
relevant materials carefully and in their entirety when they become
available before making any voting or investment decision with
respect to the merger.
This
Report of Foreign Private Issuer on Form 6-K is hereby incorporated
by reference in the Company’s registration statements on Form F-3
(File No. 333-239715) and Form S-8 (File Nos. 333-231985,
333-237291, 333-253994 and 333-264612).
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