Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on March 7, 2024

Registration No. 333-           

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM S-8 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933

 

ALPHA TAU MEDICAL LTD. 

(Exact name of Registrant as specified in its charter)

 

State of Israel		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Kiryat HaMada St. 5 Jerusalem, Israel		9777605
(Address of Principal Executive Offices)		(Zip Code)

 

Alpha Tau Medical Ltd. 2021 Share Incentive Plan

Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan 

(Full Title of the Plan)

 

Alpha Tau Medical, Inc.

1 Union Street 3^rd Floor 

Lawrence, MA 01840

[phone] 

(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 1271 Avenue of the Americas New York, New York 10020 Tel: [phone]

Shachar Hadar Matthew Rudolph Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

 

If an emerging growth company, 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. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, Alpha Tau Medical Ltd. (the “Registrant,” “we” or “our”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register (i) 2,786,824 additional ordinary shares, no par value (“Ordinary Shares”), of the Registrant reserved for issuance under the Alpha Tau Medical Ltd. 2021 Share Incentive Plan (the “2021 Plan”) resulting from an automatic annual increase as of January 1, 2024 and (ii) 696,706 additional Ordinary Shares reserved for issuance under the Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan (the “ESPP”) resulting from an automatic annual increase as of January 1, 2024. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the SEC on April 7, 2022 (File No. 333-264169) and March 9, 2023 (File No. 333-270406).

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents 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 filed or to be filed with the SEC:

 

(a)	The Registrant’s Annual Report on Form 20-F, filed by the Registrant with the SEC on March 7, 2024; and

 

(b)	The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-41316), filed by the Registrant with the SEC on March 7, 2022, including any amendments or reports filed for the purpose of updating such description.

 

All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain Reports on Form 6-K furnished by the Registrant to the SEC (which indicate that they are incorporated herein by reference) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

II-1

 

 

Item 8. Exhibits.

 

Incorporation by Reference

Exhibit No.

Description

Form

File No.

Exhibit No.

Filing Date

Filed / Furnished

3.1

Amended and Restated Articles of Association of Alpha Tau Medical Ltd.

20-F

001-41316

1.1

March 9, 2023

3.2

Specimen Ordinary Share Certificate

F-4

333-258915

4.5

January 5, 2022

5.1

Opinion of Meitar | Law Offices.

*

23.1

Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered accounting firm

*

23.2

Consent of Meitar | Law Offices (included in Exhibit 5.1).

*

24.1

Power of Attorney (included on the signature page of the Registration Statement).

99.1

2016 Share Incentive Plan of Alpha Tau Medical Ltd.

F-4

333-258915

10.7

August 18, 2021

99.2

2021 Share Incentive Plan of Alpha Tau Medical Ltd.

F-4

333-258915

10.8

December 1, 2021

99.3

2021 Employee Share Purchase Plan of Alpha Tau Medical

F-4

333-258915

10.9

December 1, 2021

107

Filing Fee Table

*

 

II-2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jerusalem, Israel, as of March 7, 2024.

 

	ALPHA TAU MEDICAL LTD.
	By:	/s/ Uzi Sofer
		Name:	Uzi Sofer
		Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Uzi Sofer and Raphi Levy, and each of them, individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Uzi Sofer		Chief Executive Officer & Chairperson		March 7, 2024
Uzi Sofer		(Principal Executive Officer)
/s/ Raphi Levy		Chief Financial Officer		March 7, 2024
Raphi Levy		(Principal Financial Officer and Principal Accounting Officer)
/s/ Ruth Alon		Director		March 7, 2024
Ruth Alon
/s/ Michael Avruch		Director		March 7, 2024
Michael Avruch
/s/ S. Morry Blumenfeld, Ph.D.		Director		March 7, 2024
S. Morry Blumenfeld, Ph.D.
/s/ Meir Jakobsohn		Director		March 7, 2024
Meir Jakobsohn
/s/ Alan Adler		Director		March 7, 2024
Alan Adler
/s/ David Milch		Director		March 7, 2024
David Milch

 

II-3

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Alpha Tau Medical Ltd. has signed this registration statement on March 7, 2024.

 

	ALPHA TAU MEDICAL INC.
	By:	/s/ Uzi Sofer
	Name:	Uzi Sofer
	Title:	President and Director

 

 

II-4

 

Exhibit 5.1

 

 

March 7, 2024

Alpha Tau Medical Ltd. Kiryat HaMada St. 5 Jerusalem, Israel

 

RE: Registration on Form S-8

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to Alpha Tau Medical Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about March 7, 2024 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i) 2,786,824 additional ordinary shares, no par value (“Ordinary Shares”), of the Company reserved for issuance under the Alpha Tau Medical Ltd. 2021 Share Incentive Plan (the “2021 Plan”) resulting from an automatic annual increase as of January 1, 2024 and (ii) 696,706 additional Ordinary Shares reserved for issuance under the Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan (the “ESPP” and collectively the “Plans”) resulting from an automatic annual increase as of January 1, 2024.

 

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) amended and restated articles of association (the “Articles”), (ii) the Plans, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).

 

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

 

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the respective Plan, pursuant to agreements with respect to the respective Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the respective Plan, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

	Very truly yours,
	/s/ Meitar Law Offices

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statements (Form S-8) pertaining to the 2021 Share Incentive Plan of Alpha Tau Medical Ltd. and the 2021 Employee Share Purchase Plan of Alpha Tau Medical Ltd. of our report dated March 7, 2024, with respect to the consolidated financial statements of Alpha Tau Medical Ltd. included in this Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

Tel Aviv, Israel	/s/ Kost Forer Gabbay & Kasierer
March 7, 2024	A Member of EY Global

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Alpha Tau Medical Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Share(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Ordinary shares, no par value per share, reserved for issuance pursuant to the Alpha Tau Medical Ltd. 2021 Share Incentive Plan (the “2021 Plan”)(3)		Other			2,786,824			$	2.98			$	8,304,735.52				0.00014760			$	1,225.78
Equity		Ordinary shares, no par value per share, reserved for future issuance under the Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan (the “ESPP”)(4)		Other			696,706			$	2.98			$	2,076,183.88				0.00014760			$	306.45
Total Offering Amounts														$	10,380,919.40							$	1,532.23
Total Fee Offsets																							—
Net Fee Due																						$	1,532.23

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares, no par value (“Ordinary Shares”) of Alpha Tau Medical Ltd. (the “Registrant”) that become issuable under the 2021 Plan and the ESPP by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding Ordinary Shares.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of the Registrant’s ordinary shares as reported on the Nasdaq Global Select Market on March 4, 2024.
(3)	Represents the additional Ordinary Shares reserved for issuance under the 2021 Plan resulting from an automatic annual increase as of January 1, 2024.
(4)	Represents the additional Ordinary Shares reserved for issuance under the ESPP resulting from an automatic annual increase as of January 1, 2024.

 

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