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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PainReform Ltd | NASDAQ:PRFX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.031 | -4.69% | 0.63 | 0.5505 | 1.72 | 0.6891 | 0.60 | 0.6891 | 60,551 | 05:00:02 |
PROSPECTUS SUPPLEMENT
|
Filed Pursuant to Rule 424(b)(5)
|
(To Prospectus dated September 13, 2021)
|
Registration No. 333-259318
|
|
Per Share
|
Per Pre-Funded Warrant
|
Total USD
|
|||||||||
Offering price
|
$
|
9.00
|
$
|
8.9999
|
$
|
2,711,051.67
|
||||||
Placement agent’s fees(1)
|
$
|
0.585
|
$
|
0.585
|
$
|
176,219.55
|
||||||
Proceeds, before expenses, to us(2)
|
$
|
8.415
|
$
|
8.415
|
$
|
2,534,832.12
|
(1)
|
In addition, we have also agreed to reimburse the placement agent for certain offering-related expenses. Please refer to the section entitled “Plan of Distribution” on page S-16 of this
prospectus supplement for additional information with respect to the compensation payable to the placement agent.
|
|
|
(2)
|
The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any, of the unregistered warrants in the concurrent private placements.
|
PAGE | |
S-1
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S-2
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S-3
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S-4
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S-6
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S-10
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S-11
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S-12
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S-13
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S-14
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S-15
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S-16
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S-18
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S-18
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S-18
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S-19
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S-20
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PAGE
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1
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2 | |
4 | |
4
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5 | |
5 | |
6 | |
6 | |
6 | |
15 | |
16
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17
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25
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25
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28
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28
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29
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29
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30 | |
31 |
•
|
our ability to continue as a going concern;
|
•
|
our history of losses and needs for additional capital to fund our operations and our ability to obtain additional capital on acceptable terms, or at all; |
•
|
our dependence on the success of our initial product candidate, PRF-110;
|
•
|
the outcomes of preclinical studies, clinical trials and other research regarding PRF-110 and future product candidates;
|
•
|
the impact of the COVID-19 pandemic and other pandemics on our operations;
|
•
|
our limited experience managing clinical trials;
|
•
|
our ability to retain key personnel and recruit additional employees;
|
•
|
our reliance on third parties for the conduct of clinical trials, product manufacturing and development;
|
•
|
the impact of competition and new technologies;
|
•
|
our ability to comply with regulatory requirements relating to the development and marketing of our product candidates;
|
•
|
our ability to establish and maintain strategic partnerships and other corporate collaborations;
|
•
|
the implementation of our business model and strategic plans for our business and product candidates;
|
•
|
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without
infringing the intellectual property rights of others;
|
•
|
the overall global economic environment;
|
•
|
our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares
is volatile;
|
•
|
statements as to the impact of the political and security situation in Israel on our business; and
|
•
|
those factors referred to in “Risk Factors” as well as in our most recent Annual Report on Form 20-F, or any updates in our
Reports on Form 6-K, generally.
|
Issuer
|
PainReform Ltd.
|
|
|
Ordinary Shares we are offering
|
117,930 ordinary shares.
|
|
|
Offering price per ordinary share
|
$9.00 per ordinary share.
|
|
|
Pre-funded warrants we are offering
|
Pre-funded warrants to purchase up to 183,300 ordinary shares to the investor whose purchase of ordinary shares in this offering would otherwise result in the investor, together with
its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the investor, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering, in lieu of
ordinary shares that would otherwise result in the investor’s beneficial ownership exceeding 4.99% (or at the election of the investor, 9.99%) of our outstanding ordinary shares. The pre-funded warrants will have an exercise price of
$0.0001 per ordinary share, will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. This prospectus supplement also relates to the offering of the ordinary shares
issuable upon exercise of the pre-funded warrants.
|
|
|
Offering price per pre-funded warrant
|
$8.9999 per pre-funded warrant.
|
|
|
Concurrent Private Placement
|
In a concurrent private placement, we are selling to the purchaser unregistered warrants to purchase up to 301,230 ordinary shares at an exercise price of $9.00 per Ordinary Share.
The unregistered warrants are exercisable at any time upon issuance and will expire five years following the date of issuance. The unregistered warrants and the ordinary shares issuable upon the exercise of the unregistered warrants,
are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying
prospectus.
|
|
|
Use of Proceeds
|
We estimate the net proceeds from this offering and the sale of the unregistered warrants in the concurrent private placement will be approximately $2.3
million, based upon an offering price of $9.00 per ordinary share and $8.9999 per pre-funded warrant, after deducting placement agent fees and estimated offering expenses payable by us, and assuming full exercise of the pre-funded
warrants to be issued in this offering and no exercise of any unregistered warrants to be issued to the investor in the private placement concurrently with this offering. We currently intend to use the net proceeds from this
offering for funding research and development and clinical trials and for other working capital and general corporate purposes. See “Use of Proceeds” on page S-10 of this prospectus supplement.
|
Ordinary shares to be outstanding
after this offering |
1,391,682 ordinary shares, assuming the full exercise of the pre-funded warrants sold hereunder and no exercise of any unregistered
warrants to be issued in the private placement concurrently with this offering
|
|
|
Risk factors
|
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 4 of the accompanying prospectus, for a
discussion of certain factors you should consider before investing in our securities.
|
|
|
Listings
|
Our ordinary shares are listed on the Nasdaq under the symbol “PRFX.” We do not intend to list the pre-funded warrants and the warrants on any securities exchange or nationally
recognized trading system.
|
•
|
options to purchase 203,382 ordinary shares with a weighted average exercise price of $11.23 per share, granted under the 2008 PainReform Option Plan and the 2019 PainReform Option Plan; |
•
|
warrants to purchase 430,360 ordinary shares at a weighted average exercise price of $82.20; and
|
•
|
301,230 ordinary shares issuable upon exercise of the warrants to be issued to the investor in a private placement concurrently with this offering, at an exercise price of $9.00 per share. |
|
•
|
announcements of technological innovations or new products by us or others;
|
|
|
|
|
•
|
announcements by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
|
|
|
|
|
•
|
expiration or terminations of licenses, research contracts or other collaboration agreements;
|
|
|
|
|
•
|
public concern as to the safety of drugs we, our licensees or others develop;
|
|
|
|
|
•
|
general market conditions;
|
|
|
|
|
•
|
the volatility of market prices for shares of biotechnology companies generally;
|
|
|
|
|
•
|
success of research and development projects;
|
|
|
|
|
•
|
departure of key personnel;
|
|
|
|
|
•
|
developments concerning intellectual property rights or regulatory approvals;
|
|
|
|
|
•
|
variations in our and our competitors’ results of operations;
|
|
|
|
|
•
|
changes in earnings estimates or recommendations by securities analysts, if our ordinary shares are covered by analysts;
|
|
•
|
changes in government regulations or patent decisions;
|
|
•
|
developments by our licensees; and
|
|
|
|
|
•
|
general market conditions and other factors, including factors unrelated to our operating performance, such as natural disasters and political and economic instability, including wars,
terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recent coronavirus
outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions..
|
|
•
|
each of our directors and senior management;
|
|
•
|
all of our directors and senior management as a group; and
|
|
• |
each person (or group of affiliated persons) known by us to be the beneficial owner of 5% or more of the outstanding ordinary shares.
|
|
Ordinary
Shares Beneficially Owned |
Percentage
Owned** |
||||||
Senior Management and Directors
|
||||||||
Ilan Hadar(1)
|
29,462
|
2.6
|
%
|
|||||
Dr. Ehud Geller(2)
|
342,725
|
23.9
|
%
|
|||||
Dr. Sigal Aviel(3)
|
12,929
|
1.2
|
%
|
|||||
Rita Keynan(4)
|
14,935
|
1.4
|
%
|
|||||
Prof. Eli Hazum(5)
|
28,888
|
2.6
|
%
|
|||||
Ellen S. Baron(6)
|
4,500
|
*
|
%
|
|||||
Augustine Lawlor(6)
|
4,500
|
*
|
%
|
|||||
Efi Cohen-Arazi(6)
|
13,500
|
1.2
|
%
|
|||||
All senior management and directors as a group (8 persons)
|
451,439
|
29.3
|
%
|
|||||
More than 5% Shareholders
|
||||||||
XT Hi-Tech Investments (1992) Ltd. (7)
|
85,296
|
7.3
|
%
|
|||||
Medica III Investment group (2)
|
342,725
|
23.9
|
%
|
*
|
Less than 1%
|
|
|
**
|
Based on 1,090,452 ordinary shares outstanding.
|
(1)
|
Consists of options to purchase 29,462 ordinary shares exercisable at $5.7 per share and expiring on November 23, 2032. Does not include
options to purchase 17,677 ordinary shares exercisable at $5.7 per share and expiring on November 23, 2032, that vest in more than 60 days from July 11, 2023.
|
(2)
|
Consists of 342,725 beneficially owned by the Medica III Investment group which includes Medica III Investments (International) L.P.
which holds 111,275 ordinary shares, Medica III Investments (Israel) L.P. which holds 40,446 ordinary shares, Medica III Investments (S.F.) L.P. which holds 43,957 ordinary shares, Medica III Investments (P.F.) L.P. which holds
23,657 ordinary shares, Medica III Investments (Israel) (B) L.P. which holds 57,143 ordinary shares, and Poalim Medica III Investments L.P. which holds 52,747 ordinary shares and Dr. Ehud Geller who holds 13,500 ordinary shares
exercisable at $45. The beneficial owners under Medica Group are: MCP Opportunity Secondary Program III L.P 10.57%, NYC Police Pension Fund 8.8%, Quantum Partners LDC 13.2%, Migdal Insurance Company Ltd 8.8%. None of which include
individuals who hold more than 5% interest. Medica III Management L.P., an entity held 50% by Dr. Ehud Geller and 50% by Batsheva Elran, is the managing entity of Medica III Fund. The principal business address of Medica III
Investment is 60C Medinat Hayehudim, Herzliya, 4676670, Israel. Does not include options to purchase 10,500 ordinary shares approved for issuance to Mr. Geller. Such options are exercisable at $5.89-45 per share and expiring on
February 23, 2031, that vest in more than 60 days from July 11, 2023.
|
(3)
|
Consists of options to purchase 12,929 ordinary shares exercisable at a weighted average exercise price of $5.70 and expiring on November
23, 2032. Does not include options to purchase 4,688 ordinary shares exercisable at $5.70 per share and expiring on November 23, 2032, that vest in more than 60 days from July 11, 2023.
|
(4)
|
Consists of options to purchase 14,935 ordinary shares exercisable at $5.70 per share and expiring on November 23, 2032. Does not include
options to purchase 8,961 ordinary shares exercisable at $5.70 per share and expiring on November 23, 2032, that vest in more than 60 days from July 11, 2023.
|
(5)
|
Consists of options to purchase 15,388 ordinary shares exercisable at $2.4 per share and expiring on April 2, 2024 and options to
purchase 13,500 ordinary shares exercisable at $5.89-45 per share and expiring on February 23, 2031. Does not include options to purchase 10,500 ordinary shares exercisable at $5.89-45 per share and expiring on February 23, 2031,
that vest in more than 60 days from July 11, 2023
|
(6)
|
Consists of options to purchase 13,500 ordinary shares exercisable at $5.89-45 per share and expiring on February 23, 2031. Does not
include options to purchase 10,500 ordinary shares exercisable at $5.89-45 per share and expiring on February 23, 2031, that vest in more than 60 days from July 11, 2023.
|
(7)
|
The following information is based on a Schedule 13G filed on January 25, 2022. XT Hi-Tech Investments (1992) Ltd., or XT Hi-Tech, is a direct wholly owned subsidiary XT
Holdings Ltd., of which Orona Investments Ltd., or Orona, and Lynav Holdings Ltd., or Lynav, are each the direct owners of one-half of the outstanding ordinary shares. Orona is indirectly owned 56% by Mr. Udi Angel, who also indirectly
owns 100% of the means of control of Orona. Lynav is held 95% by CIBC Bank and Trust Company (Cayman) Ltd., or CIBC, as trustee of a discretionary trust established in the Cayman Islands. Udi Angel is member of the board of directors of
XT Hi-Tech and has a casting vote with respect to various decisions taken by the board including voting and disposition over shares held by XT Hi-Tech. The principal business address XT Hi-Tech is 9 Andrei Sakharov St., Haifa, Israel.
|
|
•
|
on an actual basis as of March 31, 2023;
|
|
•
|
on an as adjusted basis, giving effect to the sale of an aggregate of (i) 117,930 ordinary shares, (ii) pre-funded warrants to purchase up to 183,300 ordinary shares, and (iii) in the
concurrent private placement the unregistered warrants to purchase up to 301,230 at an offering price of $9.00 ordinary share and unregistered warrant and an offering price of $8.999 per pre-funded warrant and unregistered warrant, after
deducting the placement agent fees and estimated offering expenses payable by us, resulting in net proceeds of approximately $2.3 million.
|
|
As of
March 31, 2023 |
|||||||
|
(Actual)
|
(As Adjusted)
|
||||||
|
(U.S.$ in thousands)
|
|||||||
Long-term liabilities:
|
245
|
245
|
||||||
|
||||||||
Shareholders’ equity:
|
||||||||
Share capital
|
94
|
119
|
||||||
Additional paid-in capital
|
43,626
|
45,896
|
||||||
Accumulated deficit
|
(34,827
|
)
|
(34,827
|
)
|
||||
Total shareholders’ equity
|
8,893
|
11,188
|
||||||
Total capitalization (long-term liabilities and equity)
|
9,138
|
11,433
|
• | options to purchase 203,382 ordinary shares with a weighted average exercise price of $11.23 per share, granted under the 2008 PainReform Option Plan and the 2019 PainReform Option Plan; |
• |
warrants to purchase 430,360 ordinary shares at a weighted average exercise price of $82.20;
|
• |
183,300 ordinary shares issuable upon exercise of the pre-funded warrants to be issued to the investor in a private placement concurrently with
this offering, at an exercise price of $0.0001 per share; and
|
• | 301,230 ordinary shares issuable upon exercise of the warrants to be issued to the investor in a private placement concurrently with this offering, at an exercise price of $9.00 per share. |
Offering price per ordinary share
|
$
|
9.00
|
||
Net tangible book value per ordinary share as of March 31, 2023
|
$
|
8.30
|
||
Decrease in net tangible book value per ordinary share attributable to the investor purchasing Ordinary Shares in this offering
|
$
|
(0.15
|
)
|
|
As adjusted net tangible book value per ordinary share as of March 31, 2023, after giving effect to this offering
|
$
|
8.15
|
||
|
||||
Dilution per ordinary share to the new investor in this offering
|
$
|
0.85
|
• |
options to purchase 203,382 ordinary shares with a weighted average exercise price of $11.23 per share, granted under the 2008 PainReform Option Plan and the 2019 PainReform
Option Plan; and
|
• |
warrants to purchase 430,360 ordinary shares at a weighted average exercise price of $82.20;
|
|
Per Share
|
Per Pre-Funded Warrant
|
Total
|
|||||||||
Offering price
|
$
|
9.00
|
$
|
8.9999
|
$
|
2,711,051.67
|
||||||
Placement agent’s fees(1)
|
$
|
0.585
|
$
|
0.585
|
$
|
176,219.55
|
||||||
Proceeds, before expenses, to us(2)
|
$
|
8.415
|
$
|
8.415
|
$
|
2,534,832.12
|
•
|
may not engage in any stabilization activity in connection with our securities; and
|
•
|
may not bid for or purchase any of our securities, or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has
completed its participation in the distribution in the securities offered by this prospectus supplement.
|
(1)
|
our annual report on Form 20-F for the year ended December 31, 2022, filed with
the SEC on March 15, 2023.
|
(2)
|
our Form 6-Ks furnished with the SEC on March 28, 2023, May 1, 2023, May 3, 2023, May 4, 2023, May 15, 2023, May 18, 2023, June 7, 2023, June 8, 2023, June 29, 2023
and July 12, 2023 (in each case, to the extent expressly incorporated by reference into our effective registration statements on Form F-3);
and
|
|
|
|
|
|
(3)
|
the description of our ordinary shares contained in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 15, 2023, and any amendment or report filed for the
purpose of further updating that description.
|
Legal fees and expenses
|
$
|
146,000
|
*
|
|
Accounting fees and expenses
|
$
|
35,000
|
*
|
|
Printing expenses
|
$
|
5,000
|
*
|
|
Miscellaneous fees and expenses
|
$
|
4,000
|
*
|
|
|
||||
Total
|
$
|
190,000
|
*
|
*
|
denotes estimate
|
|
PAGE
|
1
|
|
2 | |
4 | |
4
|
|
5 | |
5 | |
6 | |
6 | |
6 | |
15 | |
16
|
|
17
|
|
25
|
|
25
|
|
28
|
|
28
|
|
29
|
|
29
|
|
30 | |
31 |
•
|
continue the ongoing and planned preclinical and clinical development of our drug candidates;
|
•
|
build a portfolio of drug candidates through the acquisition or in-license of drugs, drug candidates or technologies;
|
•
|
initiate preclinical studies and clinical trials for any additional drug candidates that we may pursue in the future;
|
|
•
|
seek marketing approvals for our current and future drug candidates that successfully complete clinical trials
|
|
•
|
establish a sales, marketing and distribution infrastructure to commercialize any drug candidate for which we may obtain marketing approval;
|
|
•
|
develop, maintain, expand and protect our intellectual property portfolio;
|
|
•
|
implement operational, financial and management systems; and
|
|
•
|
attract, hire and retain additional administrative, clinical, regulatory and scientific personnel.
|
• |
our history of losses and needs for additional capital to fund our operations and our ability to obtain additional capital on acceptable terms, or at all;
|
• |
our dependence on the success of our initial product candidate, PRF-110;
|
• |
the outcomes of preclinical studies, clinical trials and other research regarding PRF-110 and future product candidates;
|
• |
the impact of the COVID-19 pandemic on our operations;
|
• |
our limited experience managing clinical trials;
|
• |
our ability to retain key personnel and recruit additional employees;
|
• |
our reliance on third parties for the conduct of clinical trials, product manufacturing and development;
|
• |
the impact of competition and new technologies;
|
• |
our ability to comply with regulatory requirements relating to the development and marketing of our product candidates;
|
• |
our ability to establish and maintain strategic partnerships and other corporate collaborations;
|
• |
the implementation of our business model and strategic plans for our business and product candidates;
|
• |
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual
property rights of others;
|
• |
the overall global economic environment;
|
• |
our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares is volatile;
|
• |
statements as to the impact of the political and security situation in Israel on our business; and
|
• |
those factors referred to in “Risk Factors” as well as in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, generally.
|
|
As of June 30, 2021
|
|||
|
Actual
|
|||
|
(in thousands, except share and per share data)
|
|||
|
||||
Cash, cash equivalents and restricted cash
|
$
|
17,804
|
||
Prepaid clinical trial expenses and deferred clinical trial costs
|
1,728
|
|||
Prepaid expenses and other current assets
|
282
|
|||
Property and equipment, net
|
24
|
|||
Total current liabilities
|
613
|
|||
Total non-current liabilities
|
220
|
|||
Shareholders’ equity
|
19,005
|
|||
Ordinary share par value NIS 0.03 per share; 16,666,667 shares authorized, 10,062,383 shares issued and outstanding
|
90
|
|||
Additional paid-in capital
|
39,138
|
|||
Accumulated deficit
|
(20,223
|
)
|
||
Shareholders’ equity
|
$
|
19,005
|
• |
options to purchase 1,125,359 ordinary shares with a weighted average exercise price of $3.90 per share, granted under the 2008 and 2019 PainReform Option Plan;
|
• |
warrants to purchase 4,369,890 ordinary shares at a weighted average exercise price of $8.00; and
|
• |
152,110 ordinary shares issuable pursuant to a consulting agreement.
|
|
●
|
information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and
|
|
|
|
|
●
|
all other important information pertaining to these actions.
|
|
|
|
|
The duty of loyalty requires an Office Holder to act in good faith and for the benefit of a company, and includes a duty to:
|
|
|
|
|
|
●
|
refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs;
|
|
|
|
|
●
|
refrain from any activity that is competitive with the company;
|
|
|
|
|
●
|
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and
|
|
|
|
|
●
|
disclose to the company any information or documents relating to the company’s affairs which the Office Holder received as a result of his or her position as an Office Holder.
|
|
●
|
a transaction other than in the ordinary course of business;
|
|
●
|
a transaction that is not on market terms; or
|
|
●
|
a transaction that may have a material impact on a company’s profitability, assets or liabilities.
|
|
●
|
an amendment to the company’s articles of association;
|
|
●
|
an increase of the company’s authorized share capital;
|
|
●
|
a merger; or
|
|
●
|
approval of interested party transactions and acts of Office Holders that require shareholder approval.
|
(i)
|
Mergers
|
(ii)
|
Special Tender Offer
|
(iii)
|
Full Tender Offer
|
|
●
|
the title of such warrants;
|
|
●
|
the aggregate number of such warrants;
|
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●
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the price or prices at which such warrants will be issued and exercised;
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the currency or currencies in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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if applicable, any provisions for cashless exercise of the warrants;
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if applicable; any exercise limitations with respect to the ownership limitations by the holder exercising the warrant;
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●
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information with respect to book-entry procedures, if any;
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any material Israeli tax consequences and United States federal income tax consequences;
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the anti-dilution provisions of the warrants, if any; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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the price, if any, for the subscription rights;
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the exercise price payable for each ordinary share upon the exercise of the subscription rights;
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the number of subscription rights to be issued to each shareholder;
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the number and terms of the ordinary shares which may be purchased per each subscription right;
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the extent to which the subscription rights are transferable;
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any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
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the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
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the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and
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if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.
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the title or designation;
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●
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any limit on the principal amount that may be issued;
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●
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whether or not we will issue the series of debt securities in global form, the terms and the depositary;
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●
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the maturity date;
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●
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the
regular record dates for interest payment dates or the method for determining such dates;
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●
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase,
the series of debt securities;
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●
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whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional indebtedness;
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●
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a discussion on any material or special U.S. federal income tax considerations applicable to the debt securities;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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if we fail to pay interest when due and our failure continues for a number of days to be stated in the indenture and the time for payment has not been extended or deferred;
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if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
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if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt
securities, and our failure continues for a number of days to be stated in the indenture after we receive notice from the indenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of
the applicable series; and
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●
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if specified events of bankruptcy, insolvency or reorganization occur as to us.
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the direction given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the indenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the
holders not involved in the proceeding.
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the holder has given written notice to the indenture trustee of a continuing event of default with respect to that series;
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●
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request, and such holders have offered reasonable
indemnity to the indenture trustee to institute the proceeding as trustee; and
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|
●
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the indenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that
series other conflicting directions within 60 days after the notice, request and offer.
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●
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to fix any ambiguity, defect or inconsistency in the indenture; and
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●
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to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.
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●
|
changing the fixed maturity of the series of debt securities or any installment of principal of or interest on any series of debt securities;
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●
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption of any debt securities; or
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●
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment.
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register the transfer or exchange of debt securities of the series;
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●
|
replace stolen, lost or mutilated debt securities of the series;
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●
|
maintain paying agencies;
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●
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hold monies for payment in trust;
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●
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compensate and indemnify the indenture trustee; and
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●
|
appoint any successor indenture trustee.
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|
●
|
issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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●
|
register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in
part.
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|
●
|
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the
Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
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●
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we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
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|
●
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there shall have occurred and be continuing an event of default under the applicable Indenture with respect to the debt securities of that series.
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred
separately;
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●
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the material terms of a unit agreement under which the units will be issued;
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●
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
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whether the units will be issued in fully registered or global form.
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●
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through agents;
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●
|
to or through one or more underwriters on a firm commitment or agency basis;
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●
|
through put or call option transactions relating to the securities;
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|
●
|
to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent
but may position and resell a portion of the block as principal to facilitate the transaction;
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|
●
|
through privately negotiated transactions;
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●
|
purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
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|
●
|
directly to purchasers, including our affiliates , through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm
commitment or best efforts basis;
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|
●
|
exchange distributions and/or secondary distributions;
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|
●
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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|
●
|
in an “at the market offering”, within the meaning of Rule 415(a)(4) of the Securities into an existing trading market, on an exchange or otherwise;
|
|
●
|
transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;
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|
●
|
transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
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|
●
|
through any other method permitted pursuant to applicable law; or
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|
●
|
through a combination of any such methods of sale.
|
|
●
|
a stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
|
|
●
|
a syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering.
|
|
●
|
a penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered
securities originally sold by the syndicate member are purchased in syndicate covering transactions.
|
|
●
|
our Annual Report on Form 20-F for the year ended December 31, 2020,
filed with the SEC on March 18, 2021.
|
|
●
|
the description of our ordinary shares contained in Exhibit 2.1 to our Annual Report
on Form 20-F for the year ended December 31, 2020, filed with the SEC on March 18, 2021, and any amendment or report filed with the SEC for the purpose of updating the description.
|
●
|
our Reports on Form 6-K filed with the SEC on March 18, 2021, May 13, 2021, and August 16, 2021 (to the extent expressly incorporated by reference into our effective registration statements).
|
• |
the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;
|
• |
the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and
|
• |
the judgment is executory in the state in which it was given.
|
|
Even if these conditions are met, an Israeli court will not declare a foreign civil judgment enforceable if:
|
• |
the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);
|
• |
the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;
|
• |
the judgment was obtained by fraud;
|
• |
the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;
|
• |
the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;
|
• |
the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or
|
• |
at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.
|
SEC registration fees
|
$
|
10,910
|
||
FINRA filing fee
|
$
|
15,500
|
||
Legal fees and expenses
|
$
|
*
|
||
Accountants fees and expenses
|
$
|
*
|
||
Printing Fees
|
$
|
*
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
26,410
|
*
|
These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
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