S-8

As filed with the U.S. Securities and Exchange Commission on May 23, 2023 under the Securities Act of 1933, as amended.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	77-0556376 (I.R.S. Employer Identification No.)
15245 Shady Grove Road, Suite 400, Rockville, MD (Address of Principal Executive Offices)	20850 (Zip Code)

CEVA, INC.

Amended and Restated 2011 Stock Incentive Plan

2023 Inducement Award for Amir Panush

(Full Title of the Plan)

Amir Panush

Chief Executive Officer

CEVA, Inc.

15245 Shady Grove Road, Suite 400,
Rockville, MD 20850

(Name and Address of Agent for Service)

(240) 308-8328

(Telephone Number, Including Area Code,

of Agent for Service)

With a copy to:

Alfredo B. D. Silva, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed for the purpose of registering (i) 1,150,000 shares of Common Stock issuable under the Registrant’s Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”) and (ii) 103,482 shares of Common Stock issuable under the inducement award granted to Amir Panush, the Registrant’s Chief Executive Officer (the “Inducement Award”). The Inducement Award was approved by the Compensation Committee of the Board of Directors of the Registrant in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4). The Inducement Award was granted outside of the 2011 Plan, on terms substantially similar to those of the 2011 Plan. The Common Stock registered hereunder are the same class as those previously registered on Form S-8 on November 27, 2002 (File No. 333-101553), March 16, 2007 (File No. 333-141355), July 29, 2009 (File No. 333-160866), August 10, 2011 (File No. 333-176207), August 10, 2015 (File No. 333-206274), August 10, 2017 (File No. 333-219868), July 10, 2020 (File No. 333-239813) and August 9, 2022 (File No. 333-266698). The contents of the aforementioned Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by reference.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”):

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023.

(b) All other reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K described in (a) above, which are the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023, Registrant’s Proxy Statement for the May 23, 2023 Annual Meeting of Stockholders, the Registrant’s Current Report on Form 8-K filed with the SEC on February 21, 2023.

(c) The Registrant’s Registration Statement on Form 8-A (File No. 000-49842) filed with the SEC on October 18, 2002, in which there is described the terms, rights and provisions applicable to the Common Stock.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing 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 contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

Exhibit No. Description

4.1(1)	Amended and Restated Certificate of Incorporation of the Registrant
4.2(2)	Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
4.3(3)	Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
4.4(4)	Amended and Restated Bylaws of the Registrant
4.5(5)	Registrant’s Amended and Restated 2011 Stock Incentive Plan.*
5.1	Opinion of Morrison & Foerster LLP as to the legality of the securities being registered.*
23.1	Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.*
23.2	Consent of Morrison & Foerster LLP (contained in the opinion of counsel filed as Exhibit 5.1 to this Registration Statement).*
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).*
99.1(6)	2023 Inducement Award for Amir Panush
107	Calculation of Filing Fee tables*

(1) Filed as an exhibit to CEVA’s registration statement on Form 10, as amended, initially filed with the Commission on June 3, 2002 (registration number 000-49842), and incorporated herein by reference.

(2) Filed as an exhibit to CEVA’s Current Report on Form 8-K, filed with the Commission on July 22, 2005, and incorporated hereby by reference.

(3) Filed as an exhibit to CEVA’s Annual Report on Form 10-K, filed with the Commission on February 28, 2020, and incorporated hereby by reference.

(4) Filed as an exhibit to CEVA’s Current Report on Form 8-K, filed with the Commission on October 31, 2019, and incorporated herein by reference.

(5) Filed as an annex to CEVA’s Proxy Statement for the May 23, 2023 Annual Meeting of Stockholders, filed with the Commission on April 12, 2023, and incorporated herein by reference.

(6) Filed as an exhibit to CEVA’s Annual Report on Form 10-K, filed with the Commission on March 1, 2023, and incorporated hereby by reference.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on May 23, 2023.

CEVA, INC.
By:	/s/ Yaniv Arieli
	Yaniv Arieli
	Chief Financial Officer

POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

Each person whose signature appears below constitutes and appoints Amir Panush and Yaniv Arieli, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and 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 all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.

Further, pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Amir Panush Amir Panush	Chief Executive Officer (Principal Executive Officer)	May 23, 2023
/s/ Yaniv Arieli Yaniv Arieli	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 23, 2023
/s/ Peter McManamon Peter McManamon	Chairman of the Board of Directors	May 23, 2023
/s/ Bernadette Andrietti	Director	May 23, 2023
Bernadette Andrietti
/s/ Jaclyn Liu Jaclyn Liu	Director	May 23, 2023
/s/ Maria Marced Maria Marced	Director	May 23, 2023
/s/ Sven-Christer Nilsson Sven-Christer Nilsson	Director	May 23, 2023
/s/ Louis Silver Louis Silver	Director	May 23, 2023
/s/ Gideon Wertheizer Gideon Wertheizer	Director	May 23, 2023

3

EX-5.1

Exhibit 5.1

May 23, 2023

CEVA, Inc.

15245 Shady Grove Road, Suite 400,

Rockville, MD

Re: Amended and Restated 2011 Stock Incentive Plan and Inducement Award

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed by CEVA, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on May 23, 2023 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 1,253,482 shares of the common stock (the “Common Stock”) of the Company, $0.001 par value (collectively, the “Shares”), reserved for issuance under (i) the Company’s Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”) and (ii) the inducement award granted to Amir Panush, the Company’s Chief Executive Officer, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (the “Inducement Award”).

As counsel to the Company, we have examined the proceedings taken by the Company in connection with the reservation of the Shares pursuant to the 2011 Plan and the Inducement Award.

It is our opinion that the Shares which may be issued and sold by the Company pursuant to the 2011 Plan and the Inducement Award, when issued and sold in the manner referenced in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. For the purpose of the opinion rendered above, we have assumed that in connection with the issuance of the Shares under the 2011 Plan and the Inducement Award, the Company will receive consideration in an amount not less than the aggregate par value of the Common Stock covered by each such issuance.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any further amendments thereto.

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2011 Stock Incentive Plan of CEVA Inc. and the Inducement Award of our reports dated March 1, 2023, with respect to the consolidated financial statements of CEVA Inc. and the effectiveness of internal control over financial reporting of CEVA Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

	/s/ Kost Forer Gabbay & Kasierer
Haifa, Israel	Kost Forer Gabbay & Kasierer
May 23, 2023	A Member of Ernst & Young Global

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM S-8

Registration Statement Under the Securities Act of 1933

(Form Type)

CEVA, INC.

(Exact Name of the Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum aggregate offering price	Fee Rate	Amount of registration fee
Equity	Common stock, par value $0.001 per share:	457(c) and 457(h)	1,253,482 (1)	$21.275 (2)	$26,667,830	0.0001102	$2,939
Total Offering Amounts					$26,667,830		$2,939
Total Fee Offsets							$0.00
Net Fee Due							$2,939

(1)

This Registration Statement on Form S-8 registers 1,253,482 shares of the Registrant’s Common Stock issuable under (i) the Amended and Restated 2011 Equity Incentive Plan and (ii) the inducement award granted to Amir Panush, the Registrant’s Chief Executive Officer, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (the “Inducement Award”). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that become issuable under the Registrant’s above referenced plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

Calculated solely for purposes of this offering under Rule 457 (c) and (h) of the Securities Act of 1933 on the basis of the average of the high ($21.63) and low ($20.92) price per share of the Registrant’s Common Stock on the NASDAQ Global Market on May 17, 2023.