As filed with the Securities and Exchange Commission on January 25, 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
RADCOM Ltd.
(Exact name of registrant as specified in its charter)
| Israel | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
(Address of Principal Executive Offices)(Zip Code)
RADCOM LTD. 2023 EQUITY INCENTIVE PLAN
(Full title of the plans)
RADCOM Inc.
Six Forest Avenue
Paramus, New Jersey 07652
(201) 518-0033
(Name and address of agent for service)(Telephone number, including area code, of agent of service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
| Howard E. Berkenblit | Shy S. Baranov | |
| Sullivan & Worcester LLP | Gornitzky & Co. Law Offices | |
| One Post Office Square | 20 HaHarash St. | |
| Boston, Massachusetts 02106 | Tel Aviv 6761310, Israel | |
| (617) 338-2800 | (011) 972-3-710-9191 |
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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
RADCOM Ltd. (the “Company”) previously filed a Registration Statement on Form S-8 (the “Prior Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 1,500,000 Ordinary Shares, par value NIS 0.20 per share (“Ordinary Shares”), of the Company to be offered and sold pursuant to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The Prior Registration Statement was filed with the Commission on March 30, 2023 (File No. 333-270983).
This Registration Statement has been prepared and filed pursuant to General Instruction E to Form S-8, for the purpose of effecting the registration under the Securities Act of additional 1,500,000 Ordinary Shares, to be offered and sold pursuant to the 2023 Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement related to the 2023 Plan is incorporated by reference herein, and made a part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows the Company to “incorporate by reference” the information the Company files with or submits to it, which means that the Company can disclose important information by referring to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with or submitted to the Commission will update and supersede this information.
The following documents are incorporated herein by reference:
| (1) | The Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Commission on March 30, 2023; |
| (2) | The GAAP financial statements included in Exhibit 99.1 to the Company’s reports of foreign private issuer on Form 6-K furnished to the Commission on May 10, 2023, August 2, 2023, and November 8, 2023, the first paragraph and the section titled “Risks Regarding Forward-Looking Statements” of the press release attached as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K furnished to the Commission on May 1, 2023, the first paragraph of the press release attached as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K furnished to the Commission on May 22, 2023 and the Company’s reports of foreign private issuer on Form 6-K furnished to the Commission on June 29, 2023, August 3, 2023; and January 25, 2024; and |
| (3) | The description of the Company’s Ordinary Shares contained in the Company’s Registration Statement on Form 8-A filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on September 19, 1997, as amended by Exhibit 2.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, and including any further amendment or report filed which updates such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any reports on Form 6-K subsequently submitted by the Company to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tel Aviv, State of Israel, on January 25, 2024.
| RADCOM Ltd. | ||
| By: | /s/ Hadar Rahav | |
| Name: | Hadar Rahav | |
| Title: | Chief Financial Officer | |
The undersigned officers and directors of RADCOM Ltd. hereby constitute and appoint each of Hadar Rahav and Eyal Harari with full power of substitution, each of them singly his or her true and lawful attorneys-in-fact and agents to take any actions to enable RADCOM Ltd. to comply with the Securities Act, and any rules, regulations and requirements of the Commission, in connection with this registration statement on Form S-8, including the power and authority to sign for the undersigned in his name in the capacities indicated below any and all further amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Rachel Bennun | Chairman, Director | January 25, 2024 | ||
| Rachel Bennun | ||||
| /s/ Eyal Harari | Chief Executive Officer | January 25, 2024 | ||
| Eyal Harari | (principal executive officer) | |||
| /s/ Hadar Rahav | Chief Financial Officer | January 25, 2024 | ||
| Hadar Rahav | (principal financial and accounting officer) | |||
| /s/ Andre Fuetsch | Director | January 25, 2024 | ||
| Andre Fuetsch | ||||
| /s/ Matty Karp | Director | January 25, 2024 | ||
| Matty Karp | ||||
| /s/ Oren Most | Director | January 25, 2024 | ||
| Oren Most | ||||
| /s/ Rami Schwarz | Director | January 25, 2024 | ||
| Rami Schwartz | ||||
| /s/ Yaron Ravkaie | Director | January 25, 2024 | ||
| Yaron Ravkaie |
| Authorized Representative in the United States: | |||||
| RADCOM Inc. | |||||
| /s/ Eyal Harari | January 25, 2024 | ||||
| Name: | Eyal Harari | ||||
| Title: | Director | ||||
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