F-1MEF 1 v358107_f1mef.htm F-1MEF

 

 

As filed with the Securities and Exchange Commission on October 24, 2013

Registration No. 333-_______

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Alcobra Ltd.

(Exact name of registrant as specified in its charter)

 

State of Israel 2834 Not Applicable
     
(State or other jurisdiction of
incorporation or organization)		 (Primary Standard Industrial
Classification Code Number)		 (I.R.S. Employer
Identification Number)

 

Dr. Yaron Daniely
Alcobra Ltd.
Amot Investment Building
2 Weizman St. 9th Floor 
Tel-Aviv, Israel 6423902
Tel: +972.72.220.4661
(Address, including zip code, and telephone
 number, including area code, of registrant’s
 principal executive offices)		 Zysman, Aharoni, Gayer &
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 

 

 

Copies to:

Edwin L. Miller Jr.
Oded Har-Even
Shy S. Baranov
ZAG/S&W LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000		 Eran Ben-Dor
Zysman, Aharoni, Gayer & Co.
41-45 Rothschild Blvd.
Beit Zion
Tel-Aviv, Israel 65784
Tel: +972.3.795.5555		 Henry I. Rothman
Joseph Walsh
Troutman Sanders LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel: 212.704.6000		 Barry Levenfeld
Eric Spindel
Yigal Arnon & Co.
1 Azrieli Center
Tel-Aviv, Israel
Tel: +972.3.608.7868

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-191714

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ 

 

 
 

  

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of  Securities to be Registered   Amount to
be
Registered(1)		     Proposed
Maximum
Offering
Price Per
Share(2)		     Proposed
Maximum
Aggregate
Offering
Price(2)		     Amount of
Registration
Fee(3)		  
Ordinary shares, par value NIS 0.01 per share     209,091     $ 16.5     $ 3,450,000     $ 444.36  
                                 

 

  (1) Includes 27,273 Ordinary Shares that the underwriters have the option to purchase to cover over-allotments, if any.
  (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
  (3) The registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (i) the registrant has instructed its bank to pay the Commission the filing fee of $444.36 for the additional securities being registered under this registration statement as soon as practicable but no later than the close of business on October 24, 2013; (ii) the registrant will not revoke such instructions; (iii) the registrant has sufficient funds in the relevant account to cover the amount of the filing fee; and (iv) the registrant undertakes to confirm receipt of such instructions by the bank on October 25, 2013.

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form F-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Alcobra, Ltd. (the “Company”) hereby incorporates by reference into this Registration Statement on Form F-1 the Registration Statement on Form F-1 (File No. 333-191714), as amended, in its entirety, registering up to $34,500,000 worth of shares for sale by it and declared effective on October 24, 2013 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference in such Registration Statement and all exhibits thereto.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits

 

All the exhibits filed with or incorporated by reference in Registration Statement No. 333-191714 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith:

 

Exhibit No.   Description of Exhibit
     
5.1   Opinion of Zysman, Aharoni, Gayer & Co., Israeli counsel to the Company, as to the validity of the ordinary shares being offered (including consent).
     
23.1   Consent of Kost Forer Gabbay & Kasierer (a Member of Ernst & Young Global).
     
23.2   Consent of Zysman, Aharoni, Gayer, & Co. (included in Exhibit 5.1).
     
24.1*   Power of Attorney.

--------------------------------------------------------------------------------

* Previously filed as part of the Registrant’s Registration Statement on Form F-1 (File No. 333-191714) filed with the Commission on October 15, 2013.

 

 
 

 

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 F-1 and has duly caused this amendment to the registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on October 24, 2013.

 

  ALCOBRA LTD.
   
  By: /s/ Dr. Yaron Daniely
  Yaron Daniely
  Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.

  

  

Signature   Title   Date
         
         
/s/ Dr. Yaron Daniely   Chief Executive Officer and President   October 24, 2013
Dr. Yaron Daniely   (Principal Executive Officer) and Director    
         
/s/ Udi Gilboa*   Chief Financial Officer (Principal Financial   October 24, 2013
Udi Gilboa   and Accounting Officer) and Director    
         
 /s/ Dr. Aharon Schwartz*   Director, Chairman of the Board of Directors   October 24, 2013
Dr. Aharon Schwartz        
         
/s/ Dr. Dalia Megiddo*   Director   October 24, 2013
Dalia Megiddo        
/s/ Howard B. Rosen*   Director   October 24, 2013

Howard B. Rosen

 

 

        
/s/ Daniel E. Geffken*   Director   October 24, 2013
Daniel E. Geffken*                 
/s/ Ori Mor *   Director   October 24, 2013

Ori Mor

 

 

        
/s/ Dr. Hadas Gelander*   Director   October 24, 2013
Dr. Hadas Gelander                 

 

* By:       /s/ Dr. Yaron Daniely                
     
  Dr. Yaron Daniely, Attorney-in-Fact  

 

 
 

  

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, Zysman, Aharoni, Gayer & Sullivan & Worcester LLP, the duly authorized representative in the United States of Alcobra Ltd., has signed this registration statement on October 24, 2013.

  

  ZYSMAN, AHARONI, GAYER AND
  SULLIVAN & WORCESTER LLP
   
  By:  /s/ Edwin L. Miller Jr.