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.) |
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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 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
1271 Avenue of the Americas
New York, New York 10020
Tel: (212) 906-1200 |
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 |
☒ |
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| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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.
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.
Item 8. Exhibits.
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.
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ALPHA TAU MEDICAL LTD. |
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By: |
/s/ Uzi Sofer |
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Name: |
Uzi Sofer |
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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 |
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Title |
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Date |
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| /s/ Uzi Sofer |
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Chief Executive Officer & Chairperson |
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March 7, 2024 |
| Uzi Sofer |
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(Principal Executive Officer) |
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| /s/ Raphi Levy |
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Chief Financial Officer |
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March 7, 2024 |
| Raphi Levy |
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(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Ruth Alon |
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Director |
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March 7, 2024 |
| Ruth Alon |
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| /s/ Michael Avruch |
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Director |
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March 7, 2024 |
| Michael Avruch |
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| /s/ S. Morry Blumenfeld, Ph.D. |
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Director |
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March 7, 2024 |
| S. Morry Blumenfeld, Ph.D. |
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| /s/ Meir Jakobsohn |
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Director |
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March 7, 2024 |
| Meir Jakobsohn |
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| /s/ Alan Adler |
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Director |
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March 7, 2024 |
| Alan Adler |
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| /s/ David Milch |
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Director |
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March 7, 2024 |
| David Milch |
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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.
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ALPHA TAU MEDICAL INC. |
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|
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By: |
/s/ Uzi Sofer |
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Name: |
Uzi Sofer |
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Title: |
President and Director |
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.
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Very truly yours, |
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|
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/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. |
Alpha Tau Medical (NASDAQ:DRTS)
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