SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2019
B Communications Ltd.
(Name of Registrant)
2 Dov Friedman Street, Ramat Gan 5250301,
Israel
(Address of Principal Executive Office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check
mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No
☒
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
B Communications Ltd.
EXPLANATORY NOTE
The following exhibit is attached:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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B Communications Ltd. |
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(Registrant) |
| |
|
| Date: August 19, 2019 |
By: |
/s/ Ami Barlev |
| |
|
Ami Barlev
Chief Executive Officer |
EXHIBIT INDEX
Notes
This report is not an offer of securities
for sale in the United States. Securities may not be offered or sold in the United States absent registration or an available exemption
from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable
U.S. state securities laws. We will not make any public offering of the securities in the United States. The securities
have not been and will not be registered under the U.S. Securities Act.
Forward-Looking Statements
This report contains forward-looking statements
that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking
statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance
environments, the failure to manage growth and other risks detailed from time to time in B Communications’ filings with the
Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to
differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake
no obligation to update publicly or revise any forward-looking statement.
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