Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount of
Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
|
Newly Registered Securities
|
||||||||||||
Primary Offering
|
||||||||||||
Fees to
Be Paid
|
Equity
|
Ordinary Shares, par value NIS 0.07 per share
|
||||||||||
Other
|
Warrants
|
|||||||||||
Debt
|
Debt Securities
|
|||||||||||
Other
|
Units
|
|||||||||||
Unallocated (Universal) Shelf
|
Unallocated (Universal) Shelf
|
457(o)
|
(1)
|
(2)
|
$40,757,151.75
|
0.00015310
|
$6,239.92
|
|||||
Secondary Offering
|
||||||||||||
Carry Forward Securities
|
||||||||||||
Carry Forward Securities
|
||||||||||||
Primary Offering
|
||||||||||||
Equity
|
Ordinary Shares, par value NIS 0.07 per share
|
|||||||||||
Other
|
Warrants
|
|||||||||||
Other
|
Subscription Rights
|
|||||||||||
Other
|
Units
|
|||||||||||
Unallocated (Universal) Shelf
|
Unallocated (Universal) Shelf
|
415(a)(6)
|
(4)
|
(4)
|
$84,242,848.25
|
0.0001212
|
F-3
|
333-265203
|
May 25, 2022
|
$10,210.24 (4)
|
||
Secondary Offering
|
||||||||||||
Equity
|
Ordinary Shares, par value NIS 0.07 per share
|
415(a)(6)
|
(5)
|
(5)
|
$57,774,252.78
|
0.0001212
|
F-3
|
333-265203
|
May 25, 2022
|
$8,429 (5)
|
||
Total Offering Amounts
|
$182,774,252.78
|
|||||||||||
Total Fees Previously Paid
|
$18,639.24 (4)(5)
|
|||||||||||
Total Fee Offsets
|
-
|
|||||||||||
Net Fee Due
|
$6,239.92
|
(1)
|
There are being registered hereunder such indeterminate number of the securities of each identified class being registered as
may be sold by the registrant in primary offerings from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $125,000,000. Also includes such indeterminate number of securities of the
registrant as may be issued upon exercise, conversion or exchange of these securities. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. In addition,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends, or similar transactions.
|
(2)
|
The proposed maximum aggregate offering price per security will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form F-3 under the Securities Act.
|
(3)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and
reflects the maximum offering price of securities registered hereunder in the secondary offering for resale by the selling shareholders. In accordance with Rule 457(c), the proposed maximum offering price per share shown is the average of the
high ($18.64) and low ($18.18) trading prices of the ordinary shares on the Nasdaq Global Market on March 14, 2025.
|
(4)
|
On May 25, 2022, the registrant filed a registration statement on Form F-3 (Commission File No. 333-265203) (the “Prior Registration Statement”) to register a primary offering of securities with an aggregate maximum offering price of $125,000,000, which
Prior Registration Statement became effective on June 3, 2022. The registrant paid registration fees in the aggregate of $13,705.75 in connection with the Prior Registration Statement (which included in its entirety the offset of fees against
earlier fees paid by the registrant in connection with its initial Form F-3s filed on March 25, 2019 and January 25, 2016 for such offering). Pursuant to Rule 415(a)(6) under the Securities Act (“Rule 415(a)(6)”), the primary securities registered pursuant to this registration statement include an aggregate offering amount of $84,242,848.25 previously registered on the
Prior Registration Statement that remains unsold (the “Carried Unsold Primary Securities”). Pursuant to Rule 415(a)(6), the registration
fee of $10,210.24 associated with the offering of the Carried Unsold Primary Securities is hereby applied to offset the registration fees associated with this registration statement and will continue to be applied to the Carried Unsold
Primary Securities registered pursuant to this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold primary securities registered under the Prior Registration Statement will be deemed terminated as of the earlier of
(i) effectiveness of this registration statement or (ii) June 3, 2025.
|
(5)
|
On May 25, 2022, the registrant filed the Prior Registration to register a secondary offering of up to12,738,460 ordinary shares
to be sold by the selling shareholders named therein, which Prior Registration Statement became effective on June 3, 2022. The registrant paid registration fees in the aggregate of $8,429 in connection with the Prior Registration Statement
(which included in its entirety the offset of fees against earlier fees paid by the registrant in connection with its initial Form F-3s filed on March 25, 2019 and January 25, 2016 for such offering). Pursuant to Rule 415(a)(6), the 1,266,141
ordinary shares registered pursuant to this registration statement for the secondary offering by the selling shareholder consist entirely of ordinary shares previously registered on the Prior Registration Statement that have not been sold
(the “Carried Unsold Secondary Securities”), with the number of such shares having been adjusted to reflect the one-for-seven (1:7) reverse
share split of the Company’s ordinary shares that became effective as of December 20, 2022. Pursuant to Rule 415(a)(6), the registration fee previously paid of $8,429 associated with the offering of the Carried Unsold Secondary Securities is
hereby applied to offset the registration fees associated with this registration statement in their entirety and will continue to be applied to the Carried Unsold Secondary Securities registered pursuant to this registration statement. The
offering of the unsold secondary securities registered under the Prior Registration Statement will be deemed terminated as of the effectiveness of this registration statement.
|