S-1/A

As filed with the Securities and Exchange Commission on March 16, 2015.

Registration No. 333-201949

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SteadyMed Ltd.

(Exact name of registrant as specified in its charter)

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

SteadyMed Ltd.

5 Oppenheimer Street

Rehovot 7670105, Israel

+972-3-6449556

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Jonathan M.N. Rigby

President and Chief Executive Officer

SteadyMed Therapeutics, Inc.

2410 Camino Ramon

San Ramon, California 94583

(925) 272-4999

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

James C. Kitch
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650) 843-5000 Einat Katzenell
Diana Zatuchna
Katzenell Dimant Frank
89 Medinat Hayehudim St.
Herzeliya Business Park
Building E, 9th Floor
Herzeliya Pituach 4614001
Israel Shlomo Landress
Amit, Pollak, Matalon & Co.
17 Yitzhak Sade, Nizba Building
Tel Aviv 6777517
Israel Cheryl V. Reicin
Mile T. Kurta
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000 Chaim Friedland, Adv.
Ari Fried, Adv.
Gornitzky & Co.
Zion House
45 Rothschild Blvd.
Tel Aviv 6578403, Israel
+972-3-710-9191

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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 of 1933, check the following box. o

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. o

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. o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Number of Shares to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Ordinary shares, nominal value NIS 0.01 per share	4,887,500	$14.00	$68,425,000	$7,951

(1)Includes an additional 637,500 that the underwriters have the option to purchase.

(2)Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 to Registration Statement on Form S-1 (No. 333-201949) is being filed solely to file Exhibit 5.1, and no changes or additions are being made hereby to the prospectus constituting Part I of this Registration Statement or to Items 13 through 15 or 17 of Part II of this Registration Statement.

Accordingly, such prospectus constituting Part I of this Registration Statement and Items 13 through 15 or 17 of Part II of this Registration Statement have not been included herein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits and Financial Statement Schedule

(a)Exhibits.

The following exhibits are included herein or incorporated herein by reference:

Exhibit Number	Description of Document
1.1**	Form of Underwriting Agreement
3.1**	Ninth Amended and Restated Articles of Association of the Registrant
3.2**	Form of Restated Articles of Association of the Registrant, to be in effect upon completion of this offering
4.1**	Fourth Amended Investor Rights Agreement, dated February 24, 2014, by and among the Registrant and certain of its shareholders
5.1	Opinion of Amit, Pollak, Matalon & Co.
10.1+**	SteadyMed Ltd. Amended and Restated 2009 Stock Incentive Plan and forms of agreements relating thereto
10.2+**	SteadyMed Ltd. 2013 Stock Incentive Subplan and forms of agreements relating thereto
10.3#**	Supply Agreement, dated December 10, 2013
10.4**	Lease, dated September 20, 2012, by and between the Registrant and Annabel Investment Company
10.5**	First Lease Addendum, dated June 11, 2013, by and between the Registrant and Annabel Investment Company
10.6**	Lease Agreement, dated May 9, 2012, by and between the Registrant and Bacher and Sons (1983) and Food Supply and Marketing Ltd.
10.7**	Amendment to Lease Agreement, dated February 10, 2015, by and between the Registrant and Bechar & Sons (1983) Food Supply and Marketing Ltd.
10.8**	Loan and Security Agreement, dated February 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank
10.9**	First Amendment to Loan and Security Agreement, dated March 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank
10.10**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and Jonathan M.N. Rigby, to be in effect upon completion of this offering
10.11**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and David W. Nassif, to be in effect upon completion of this offering
10.12**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and Peter D. Noymer, to be in effect upon completion of this offering
10.13+**	Form of Indemnification Agreement by and between the Registrant and each of its directors and officers
21.1**	Subsidiaries of the Registrant
23.1**	Consent of Independent Registered Public Accounting Firm

II-1

Exhibit Number	Description of Document
23.2	Consent of Amit, Pollak, Matalon & Co. (included in Exhibit 5.1)
24.1**	Power of Attorney

**Previously filed.

+Indicates a management contract or compensatory plan.

#Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

(b)Financial Statement Schedules.

Schedules have been omitted because they are not required or are not applicable.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, California on March 16, 2015.

STEADYMED LTD.
By:	/s/ JONATHAN M.N. RIGBY
	Name: Jonathan M.N. Rigby Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
		President and Chief Executive Office	March 16, 2015
/s/ JONATHAN M.N. RIGBY		(Principal Executive Officer) and
Jonathan M.N. Rigby		Authorized Representative in the
		United States
/s/ DAVID W. NASSIF		Chief Financial Officer	March 16, 2015
David W. Nassif		(Principal Financial and Accounting Officer)
*		Director	March 16, 2015
Keith Bank
*		Director	March 16, 2015
Stephen J. Farr
*		Director	March 16, 2015
Ron Ginor
		Director
Donald D. Huffman
*		Director	March 16, 2015
Brian J. Stark
*		Director	March 16, 2015
William S. Slattery
*By:	/s/ JONATHAN M.N. RIGBY
	Attorney-in-fact

II-3

EXHIBIT INDEX

Exhibit Number	Description of Document
1.1**	Form of Underwriting Agreement
3.1**	Ninth Amended and Restated Articles of Association of the Registrant
3.2**	Form of Restated Articles of Association of the Registrant, to be in effect upon completion of this offering
4.1**	Fourth Amended Investor Rights Agreement, dated February 24, 2014, by and among the Registrant and certain of its shareholders
5.1	Opinion of Amit, Pollak, Matalon & Co.
10.1+**	SteadyMed Ltd. Amended and Restated 2009 Stock Incentive Plan and forms of agreements relating thereto
10.2+**	SteadyMed Ltd. 2013 Stock Incentive Subplan and forms of agreements relating thereto
10.3#**	Supply Agreement, dated December 10, 2013
10.4**	Lease, dated September 20, 2012, by and between the Registrant and Annabel Investment Company
10.5**	First Lease Addendum, dated June 11, 2013, by and between the Registrant and Annabel Investment Company
10.6**	Lease Agreement, dated May 9, 2012, by and between the Registrant and Bacher and Sons (1983) and Food Supply and Marketing Ltd.
10.7**	Amendment to Lease Agreement, dated February 10, 2015, by and between the Registrant and Bechar & Sons (1983) Food Supply and Marketing Ltd.
10.8**	Loan and Security Agreement, dated February 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank
10.9**	First Amendment to Loan and Security Agreement, dated March 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank
10.10**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and Jonathan M.N. Rigby, to be in effect upon completion of this offering
10.11**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and David W. Nassif, to be in effect upon completion of this offering
10.12**	Employment Agreement by and between SteadyMed Therapeutics, Inc. and Peter D. Noymer, to be in effect upon completion of this offering
10.13+**	Form of Indemnification Agreement by and between the Registrant and each of its directors and officers
21.1**	Subsidiaries of the Registrant
23.1**	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Amit, Pollak, Matalon & Co. (included in Exhibit 5.1)
24.1**	Power of Attorney

**Previously filed.

+Indicates a management contract or compensatory plan.

#Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

EX-5.1

Exhibit 5.1

March 16, 2015

SteadyMed Ltd.

5 Oppenheimer Street

Rehovot 76701

Israel

Ladies and Gentlemen:

We have acted as special Israeli counsel to SteadyMed Ltd., an Israeli company (the “Company”), in connection with the underwritten initial public offering (the “Offering”) by the Company on a Registration Statement on Form S-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the issuance and sale of 4,250,000 Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”), of the Company (the “Offering Shares”), plus up to 637,500 Ordinary Shares subject to an over-allotment option granted by the Company to the underwriters of the Offering (the “Additional Shares,” and together with the Offering Shares, the “Shares”).

This opinion is being furnished in connection with the requirements of Item 16 of Form S-1 and Items 601(b)(5) and (b)(23) of Regulation S-K under the Securities Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that is a part of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

In so acting, we have examined such originals or copies of corporate documents and have made such investigation of matters of fact and law as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

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, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion, we have relied, without independent investigation, upon statements and certificates or comparable documents of officers and representatives of the Company and upon certificates of public officials. We have considered such questions of Israeli law as we have deemed necessary for the purpose of rendering this opinion. We have also assumed that the underwriting agreement relating to the Offering (the “Underwriting Agreement”) will be duly authorized, executed and delivered by all parties thereto (other than the Company).

Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that, when the Registration Statement has been declared effective by the Commission pursuant to the Securities Act and the Board of Directors of the Company determines the price per share of the Shares and the final number thereof to be issued pursuant to the Underwriting Agreement, (i) the issuance of the Shares will have been duly authorized by all necessary corporate action by the Company and (ii) the Shares, when issued and paid for in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

The opinions set forth herein are further subject to the following:

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than Israel.  The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. In addition, we render no opinion in relation to any representation made or given in the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the captions “Legal Matters” and “Enforceability of Civil Liabilities” in the Registration Statement and the prospectus that forms a part thereof. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the Registration Statement under the provisions of the Securities Act.

Very truly yours,

/s/ Amit, Pollak Matalon & Co.

Amit, Pollak, Matalon & Co.