As
filed with the Securities and Exchange Commission on February 10, 2022
Registration
No. 333-
United
States
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ICeCure
medical ltd.
(Exact
name of registrant as specified in its charter)
| State of Israel |
|
Not Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
| incorporation or organization) |
|
|
7
Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
(Address
of Principal Executive Offices)
IceCure
2006 Employee Share Option Plan
(Full
title of the plan)
Mr.
Eyal Shamir
Chief
Executive Officer
IceCure
Medical Ltd.
7
Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Telephone:
+(972) 4 623 0333
(Name,
Address and Telephone Number of Agent For Service)
IceCure
Medical Inc.
10
W Prospect Street, Suite 401
Nanuet,
NY 10954
Tel:
+(1) 888 902 5716
Copies
to:
| Oded Har-Even,
Esq. |
|
Adv. Reut Alfiah |
| Sullivan & Worcester
LLP |
|
Sullivan & Worcester
Tel-Aviv (Har-Even & Co.) |
| 1633 Broadway |
|
28 HaArba’a St. HaArba’a
Towers |
| New York, NY 10019 |
|
North Tower, 35th floor |
| Tel: (212)-660-3000 |
|
Tel-Aviv, Israel 6473925 |
| |
|
Tel: +972 74-758-0480 |
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 ☐ |
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. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required in Part I of this registration statement have been or will be sent or given to participating
employees as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended, or the Securities Act, in accordance with the
rules and regulations of the United States Securities and Exchange Commission, or the Commission. Such documents are not being filed
with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of
Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
In
this registration statement, IceCure Medical Ltd. is sometimes referred to as “Registrant,” “the “Company,”“we,”
“us” or “our.”
| Item
3. | Incorporation of Documents by Reference. |
The
following documents, which have been filed by the Company with the Commission are incorporated by reference in and made a part of this
registration statement, as of their respective dates:
| |
(a) |
The
registrant’s prospectus, dated August 25, 2021 included in its Registration Statement on Form F-1 filed with the Comission
(Registration No. 333-258660); |
| |
(b) |
The
registrant’s Reports on Form 6-K filed with the Commission on August 26, 2021, September 1, 2021, September 13, 2021, September 23, 2021, October 12, 2021, November 23, 2021, November 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 20, 2021 and January 5, 2022; and |
| |
|
|
| |
(c) |
The
description of the registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A (File
No. 001-40753), filed by the registrant with the Commision under Section 12(b) of the Securities and Exchange Act, as amended,
(the “Exchange Act”) on August 23, 2021, including any amendments or reports filed for the purpose of updating such description. |
In
addition to the foregoing, all documents subsequently filed by us with the Commission 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, shall be deemed to be incorporated by reference in this registration statement and
to be 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 herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| Item
4. | Description of Securities. |
Not
Applicable.
| Item
5. | Interests
of Named Experts and Counsel. |
Not
Applicable.
| Item
6. | Indemnification of Directors and Officers. |
The
Israeli Companies Law 5759-2999, or the Companies Law, and the Israeli Securities Law, 5728-1968, or the Securities Law, provide that
a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as
an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association
include a provision authorizing such indemnification:
| ● | a
financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity
as an office holder, including a settlement or arbitrator’s award approved by a court; |
| ● | reasonable
litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding
instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment
(as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial
liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such
investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require
proof of criminal intent; or (b) in connection with a monetary sanction; and |
| ● | reasonable
litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court,: (1) in proceedings
that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings
of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent. |
The
Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates
to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following
foreseen events and amount or criterion:
| ● | to
events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking
to indemnify is made; and |
| ● | in
amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable
under the circumstances. |
We
have entered into indemnification agreements with all of our directors and with all members of our senior management. Each such indemnification
agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent
that these liabilities are not covered by directors and officers insurance.
Exculpation
Under
the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but
may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company
as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such
exculpation is included in its articles of association. Our articles of association provide that we may exculpate, in whole or in part,
any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit
an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal
interest. Subject to the aforesaid limitations, under the indemnification agreements, we exculpate and release our office holders from
any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law.
Limitations
The
Companies Law provides that the Company may not exculpate or indemnify an office holder nor enter into an insurance contract that would
provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty
of loyalty (as described in the Companies Law) unless (in the case of indemnity or insurance only, but not exculpation) the office holder
acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his
or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); or (3) any fine, monetary
sanction, penalty or forfeit levied against the office holder.
Under
the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation
committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Our articles of association
permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted
or to be permitted by the Companies Law.
| Item 7. | Exemption
from Registration Claimed. |
Not Applicable.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers,
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Caesarea, Israel, on the 10th day of February, 2022.
| |
IceCure Medical Ltd. |
| |
|
|
| |
By: |
/s/ Eyal Shamir |
| |
|
Name: Eyal Shamir |
| |
|
Title: Chief Executive Officer |
power
of attorney and signatures
We, the undersigned officers
and directors of IceCure Medical Ltd., hereby severally constitute and appoint Eyal Shamir and Ronen Tsimerman, and each of them
individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or
supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement
signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| Person |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/ Eyal Shamir |
|
Chief Executive Officer |
|
February 10, 2022 |
| Eyal Shamir |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Ronen Tsimerman |
|
Chief Financial Officer,
Secretary and Treasurer |
|
February
10, 2022 |
| Ronen Tsimerman |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Ron Mayron |
|
Chairman of the Board of
Directors |
|
February 10, 2022 |
| Ron Mayron |
|
|
|
|
| |
|
|
|
|
| /s/ Doron Birger |
|
Director |
|
February 10, 2022 |
| Doron Birger |
|
|
|
|
| |
|
|
|
|
| /s/ Yang Huang |
|
Director |
|
February 10, 2022 |
| Yang Huang |
|
|
|
|
| |
|
|
|
|
| /s/ Oded Tamir |
|
Director |
|
February 10, 2022 |
| Oded Tamir |
|
|
|
|
| |
|
|
|
|
| /s/ Sharon
Levita |
|
Director |
|
February 10, 2022 |
| Sharon Levita |
|
|
|
|
II-6
