F-3MEF

As filed with the Securities and Exchange Commission on October 18, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

RADCOM LTD.

(Exact name of registrant as specified in its charter)

Israel	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

24 Raoul Wallenberg Street

Tel-Aviv 69719, Israel

+972-3-645-5055

(Address and Telephone Number of Registrant's Principal Executive Offices)

RADCOM Inc.

6 Forest Avenue, Paramus, NJ 07652

(201) 518-0033

(Name, Address, and Telephone Number of Agent for Service)

Copies to:

Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 (212)-660-3000   Shy S. Baranov, Adv. Zysman, Aharoni, Gayer & Co. 41-45 Rothschild Blvd. Beit Zion Tel Aviv 65784, Israel Tel: +972-3-7955555  

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒333-210448

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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	ProposedMaximumAggregate Offering Price (1)(2)		Amount ofRegistration Fee
Ordinary Shares, NIS 0.20 par value	$	5,400,000	$	$672.30

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The registrant previously registered an aggregate of $50,000,000 of its securities on a Registration Statement on Form F-3 (File No. 333-210448) declared effective by the Securities and Exchange Commission on May 4, 2016. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $5,400,000 is hereby registered.

(2) Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends, or similar transactions.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) and General Instruction IV of Form F-3. The contents of the Registration Statement on Form F-3 (File No. 333-210448), including the exhibits thereto, filed by Radcom Ltd. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on May 4, 2016, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 9.  Exhibits

Exhibit Number	Description
4.1	Memorandum of Association of the Company, as amended, incorporated herein by reference to the (i) Registration Statement on Form F-1 of RADCOM Ltd. (File No. 333-05022), filed with the SEC on June 12, 1996, (ii) Form 6-K of RADCOM Ltd., filed with the SEC on April 1, 2008 and (iii) Exhibit 99.2 to Form 6-K of RADCOM Ltd., filed with the SEC on November 23, 2015.
4.2	Amended and Restated Articles of Association of the Company, as amended, filed as Exhibit 1.2 to Form 20-F filed on March 29, 2016 (File No. 000-29452) and incorporated herein by reference.
5.1*	Opinion of Zysman, Aharoni, Gayer & Co.
23.1*	Consent of Kost Forer Gabbay & Kasierer, a member of EY Global, independent registered public accounting firm.
23.2 *	Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1).
24	Power of Attorney (included in the signature page of this registration statement).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the city of Tel Aviv, Israel, on October 18, 2017.

RADCOM LTD.
By:	/s/ Ran Vered
	Ran Vered, Chief Financial Officer

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

Name	Title	Date
/s/ Yaron Ravkaie	Chief Executive Officer (Principal Executive Officer)	October 18, 2017
Yaron Ravkaie
/s/ Ran Vered	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	October 18, 2017
Ran Vered
*	Chairwoman, Director	October 18, 2017
Heli Bennun
*	Director	October 18, 2017
Uri Har
*	Director	October 18, 2017
Irit Hillel
*	Director	October 18, 2017
Matty Karp
*	Director	October 18, 2017
Zohar Zisapel

*By: /s/ Yaron RavkaieYaron Ravkaie Attorney-in-fact

Pursuant to the requirements of the Securities Act, as amended, the undersigned, the duly authorized representative in the United States of RADCOM Ltd. has signed this registration statement on October 18, 2017.

RADCOM Inc.
By:	/s/ Ran Vered
Name:	Ran Vered
Title:	Chief Financial Officer

Index of Exhibits

Exhibit Number	Description
4.1	Memorandum of Association of the Company, as amended, incorporated herein by reference to the Registration Statement on Form F-1 of RADCOM Ltd. (File No. 333-05022), filed with the SEC on June 12, 1996.
4.2	Memorandum of Association of the Company, as amended, incorporated by reference to (ii) Form 6-K of RADCOM Ltd., filed with the SEC on April 1, 2008.
4.3	Memorandum of Association of the Company, as amended, incorporated by reference to (iii) Exhibit 99.2 to Form 6-K of RADCOM Ltd., filed with the SEC on November 23, 2015.
4.4	Amended and Restated Articles of Association of the Company, as amended, filed as Exhibit 1.2 to Form 20-F filed on March 29, 2016 (File No. 000-29452) and incorporated herein by reference.
5.1*	Opinion of Zysman, Aharoni, Gayer & Co.
23.1*	Consent of Kost Forer Gabbay & Kasierer, a member of EY Global, independent registered public accounting firm.
23.2 *	Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1).
24	Power of Attorney (included in the signature page of this registration statement).

* Filed herewith.

EX-5.1

Exhibit 5.1

October 18, 2017

RADCOM Ltd.

24 Raoul Wallenberg Street

Tel-Aviv 69719, Israel

Re: Registration Statement on Form F-3

Ladies and Gentlemen,

This opinion is furnished to you in connection with a Registration Statement on a Form F-3 (the “ Registration Statement”) being filed by RADCOM Ltd., an Israeli corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale, from time to time, by the Company of up to an additional  aggregate amount of $5,400,000 Ordinary Shares, par value NIS 0.20 per share of the Company (the “Shares”), which registration statement and incorporates by reference the contents of the registration statement on Form F-3 (File No. 333-210448) together, (the “Registration Statements”) all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

We have examined signed copies of the Registration Statements and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the articles of association of the Company, as restated and/or amended to date, and the Company’s Memorandum of Association, as amended to date (together, the “Articles”), and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth. We also attended meetings of the board of directors of the company and relied on the resolutions passed in such meetings.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.  Other than such examination and our examination of the documents indicated above, we have made no other examination in connection with this opinion.

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.  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 Statements.

Based upon and subject to the foregoing, we are of the opinion that when (i) specifically authorized for issuance by the Company’s Board of Directors (the “Authorizing Resolutions”); (ii) the Registration Statement has become effective under the Securities Act; (iii) if necessary, an appropriate prospectus supplement with respect to the Shares has been prepared, filed and delivered in compliance with the Securities Act and the applicable rules promulgated thereunder; (iv) the terms of the sale of the Shares have been duly established in conformity with the Articles and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) the Shares have been issued and sold as contemplated by the Registration Statement and any prospectus supplement, if applicable; and (vi) the Company has received the consideration provided for in the Authorizing Resolutions and such consideration is not less than the par value of the Shares, the Shares will be validly issued, fully paid and nonassessable.

The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. This opinion is intended solely for the benefit and use of the Company, and is not to be used, released, quoted or relied upon by anyone else for any purpose (other than as required by law) without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the references to this firm in the section of the Registration Statement entitled “Legal Matters”.  In giving this consent we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Zysman, Aharoni, Gayer & Co., Law Offices

Zysman, Aharoni, Gayer & Co., Law Offices

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form F-3 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our reports dated March 30, 2017, with respect to the consolidated financial statements of RADCOM Ltd.and its subsidiaries and the effectiveness of internal control over financial reporting of RADCOM Ltd. and its subsidiaries included in its Annual Report (Form 20-F) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

Tel Aviv, Israel October 18, 2017 /s/ KOST, FORER, GABBAY & KASIERER A Member of EY Global