Filing Details

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* Evidenced by (i) 500,000 American Depositary Shares ("ADS"), one of which represents 40 Ordinary Shares, par value NIS 0.0000001per share and (ii) 33,760,832 Ordinary Shares, par value NIS 0.0000001per share ("Ordinary Shares" or "Shares").

 

 

* Evidenced by (i) 500,000 American Depositary Shares ("ADS"), one of which represents 40 Ordinary Shares, par value NIS 0.0000001per share and (ii) 33,760,832 Ordinary Shares, par value NIS 0.0000001per share ("Ordinary Shares" or "Shares").

 

 

 

This Amendment No. 1 to Schedule 13D amends Schedule 13D originally filed on February 16, 2017.

 

Item 1.

Security and Issuer

 

No Change

Item 2.

Identity and Background

 

No Change

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended to add as follows: Angels Investments in Hi Tech Ltd. ("Angels") Participated in a Public Offering initiated by the Company on September 18, 2017.

 

In such public offering, the Company issued a total of 1,666,667 ADSs each ADS representing forty (40) of its Ordinary Shares which are listed on the Tel Aviv Stock Exchange (at NIS 0.0000001 par value each), at a price to the public of $6.00 per ADS. In such Public Offering, Angels purchased 500,000 ADS for a total of US $ 3,000,000. The source of funding for the purchase of the Issued ADS was the capital of Angels.

 

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended to add the following sentence:

 

 Each of the Reporting Persons currently holds its interest in the Issuer for investment purposes.

 

Angels Participated in a Public Offering initiated by the Company on September 18, 2017. In such public offering, the Company issued a total of 1,666,667 ADS, each ADS representing forty (40) of its Ordinary Shares, at a price to the public of $6.00 per ADS. In such Public Offering, Angels purchased 500,000 ADS for a total of US $ 3,000,000. The source of funding for the purchase of the Issued ADS was the capital of Angels.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

(a)- (b) The Reporting Persons may be deemed to beneficially own and have shared power to vote and shared power of disposition over all Issued Shares (i.e., 53,760,832 Shares), representing approximately 20.56% of the Issuer's Issued Shares. Angels directly beneficially owns all Shares (i.e., 53,760,832 Shares). Marius Nacht does not directly beneficially own any Shares. In addition, Mr. Nacht owns 100% of the shares of Angels and by reason of its ability to influence the control of Angels, Marius Nacht may be deemed to indirectly beneficially own, and share the power to vote and dispose of Issued Shares (i.e., 53,760,832 Shares) directly beneficially owned by Angels.

 

 

(1) 33,760,832 Shares were purchased by the Issuer on February 8, 2017 at a price per Share of NIS 0.323 that is the closing price of the Company's shares on the Tel-Aviv Stock Exchange Ltd. on December 29, 2016 in an aggregate purchase price of NIS 10,904,749 (US$ 2,856,142) . In accordance with the Investment Agreement the investment amount was paid in US dollars according to the last reported exchange rate by the Bank of Israel (SHA'AR YATZIG) at January 13, 2017.

 

(2) 500,000 ADS representing 20,000,000 shares were purchased in a Public Offering initiated by the Company on September 18, 2017, in an aggregate purchase price of US$ 3,000,000.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No Change.

Item 7.

Material to be Filed as Exhibits

 

No Change.

 

 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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