0001213900-20-006525.txt : 20200316 0001213900-20-006525.hdr.sgml : 20200316 20200316165932 ACCESSION NUMBER: 0001213900-20-006525 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20200316 FILED AS OF DATE: 20200316 DATE AS OF CHANGE: 20200316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ability Inc. CENTRAL INDEX KEY: 0001652866 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-206989 FILM NUMBER: 20717950 BUSINESS ADDRESS: STREET 1: YAD HARUTZIM 14 CITY: TEL AVIV STATE: L3 ZIP: 6770007 BUSINESS PHONE: 972-3-6879777 MAIL ADDRESS: STREET 1: YAD HARUTZIM 14 CITY: TEL AVIV STATE: L3 ZIP: 6770007 FORMER COMPANY: FORMER CONFORMED NAME: Cambridge Holdco Corp. DATE OF NAME CHANGE: 20150910 6-K 1 ea119687-6k_abilityinc.htm REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of March 2020

Commission File Number 333-206989

Ability Inc.

(Translation of registrant’s name into English)

Yad Harutzim 14
Tel Aviv 6770007, Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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): ____

The information contained in this report is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (333-226288) and Form S-8 (333-228465).

On March 11, 2020, Ms. Ayelet Steinberg, a member of the Board of Directors (the “Board”) of Ability Inc. (the “Company”) who serves as an external director under applicable Israeli law, informed the Company of her decision to resign from the Board. She cited as her reasoning the cash flow difficulties faced by the Company, and the liability and risks this poses to its officeholders.

On March 15, 2020, Mr. Avi Levin, the Company’s CFO, was dismissed from his position and replaced by Mr. Evyatar Cohen.

The Company published immediate reports in Israel reporting the abovementioned developments and published a list of senior office holders, translated copies of which are attached hereto as Exhibits and incorporated by reference herein.

Exhibits

99.1	Immediate Report dated March 12, 2020
99.2	Immediate Report dated March 15, 2020
99.3	Immediate Report dated March 15, 2020
99.4	Immediate Report dated March 15, 2020

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 hereunto duly authorized.

	ABILITY INC.

Date: March 16, 2020	By:	/s/ Anatoly Hurgin
		Anatoly Hurgin
		Chief Executive Officer

EX-99.1 2 ea119687ex99-1_abilityinc.htm IMMEDIATE REPORT DATED MARCH 12, 2020

Exhibit 99.1

ABILITY INC.

Registrar number: 303448

Attn:	Israel Securities Agency	Attn:	Tel Aviv Stock Exchange Ltd.	Tav094 (public)	Transmitted via Magna:	12/03/2020
	www.isa.gov.il		www.tase.co.il		Reference:	2020-01-023826

Immediate Report on a Senior Officeholder Who Ceased Holding Their Office

Regulation 34(a) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Explanation: in accordance with Regulation 34(d) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970, a list of senior office holders should be submitted in the framework of Tav097, concurrently with the submission of this form.

Reference numbers for previous reports on this matter: ________, ________, ________.

1.	First Name: Ayelet

Name of Corporation/Last Name: Steinberg

Name of Corporation/Last Name and First Name in English: Ayelet Steinberg

Type of ID Number: ID Number

ID Number: 024434722

Citizenship/Country of Incorporation or Registration: Private person with Israeli citizenship

Country of Citizenship/Incorporation or Registration: ___________________

2.	The office that they have ceased to hold:

External Director

----------

Explanation: the following particulars should be filled in if they have ceased to hold the office of a director who was appointed on behalf of a corporation that is a director

Name of the director corporation that appointed the individual: _________________

Category of ID Number: ______________________

ID Number: ______________________

Citizenship/Country of Incorporation or Registration: ___________________

Country of Citizenship/Incorporation or Registration: __________________

3.	The date on which they ceased or will cease to hold office: 11/03/2020. The date on which they began to hold office: 26/02/2020

4.	To the best of the Corporation’s knowledge the retirement: not involves circumstances that should be brought to the knowledge of the holders of Corporation securities.

Explanation: If the retirement involved circumstances that should be brought to the knowledge of the holders of the securities of the Corporation, details should be given.

5.	The manner in which office came to an end: Other

Retirement

6.	The office of the Corporation which they continue to hold: He holds no office of the Corporation ____________

Do they continue to serve as a senior office holder of the Company? No

Explanation: If they serve as an authorized electronic signatory and their job title has been changed – a report should be made on Form Tav300. If they do not hold any office of the Corporation – a report should be made concurrently on Form Tav301.

7.	Was the director a member of a directors’ committee No,

Name of the committee

8.	Will the senior office holder continue, after their retirement, to be an interested party by virtue of holdings: No / By virtue of being a senior office holder as required under Regulation 33(h) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970 No

9.	Did the company view the retiring director as having accounting and financial expertise? Yes

10.	Following is the text of the notice of resignation of an external director and the reasons for resigning:

I wish to inform you of my decision to resign from my position as external director of the Company, due to the cash flow difficulties faced by the Company, and the liability and risks this poses to its officeholders.

Explanation: Should only be filled in if it concerns the resignation of an external director.

11.	Did the Company consider the retiring director as an independent director? No

Did the proportion of independent directors serving on the Board of Directors fall below the proportion of independent directors required under the provision in the Articles of Association regarding the independence of the Board of Directors? Not relevant

Notwithstanding the retirement, is there a majority of independent directors? No

12.	The date and time when it first became known to the Corporation of the event or the matter referred to in the report: On 11/03/2020 at 21:50.

Details of the Signatories on behalf of the Corporation:

Name of Signatory

Position

Anatoly Hurgin

Chairman of the board of directors and CEO

----------------------------

Explanation: pursuant to Regulation 5 of the Periodic and Immediate Reports Regulations (5730-1970), a report submitted under said regulations must be undersigned by Corporate Signatories. Staff position on this matter may be found on the Authority's website: click here.

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference)

The securities of the Corporation are not listed for trading on the Tel Aviv Stock Exchange

Form structure updated on: 18/02/2020

Abbreviated Name: Ability

Address: 14 Yad Harutsim St., Tel Aviv 6770007 Telephone: +972-3-687 9777, Fax: +972-3-537 6483

Email: evyatar@profinance.co.il Company Website: www.interceptors.com

Previous names of reporting entity:

Name of Electronic Reporter: Yanai Andrei Their Job Title: External Legal Consultant Name of Employing Company: Barnea & Co. Law Firm

Address: 58 Harakevet St., Tel Aviv 677016 Telephone: +972-3-6400600 Fax: +972-3-640 0650 Email: ayanai@barlaw.co.il

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EX-99.2 3 ea119687ex99-2_abilityinc.htm IMMEDIATE REPORT DATED MARCH 15, 2020

Exhibit 99.2

ABILITY INC.

Registrar number: 303448

Attn:	Israel Securities Agency	Attn:	Tel Aviv Stock Exchange Ltd.	Tav094 (public)	Transmitted via Magna:	15/03/2020
	www.isa.gov.il		www.tase.co.il		Reference:	2020-01-024762

Immediate Report on a Senior Officeholder Who Ceased Holding Their Office

Regulation 34(a) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Reference numbers for previous reports on this matter: ________, ________, ________.

1.	First Name: Avi

Name of Corporation/Last Name: Levin

Name of Corporation/Last Name and First Name in English: Avi Levin

Type of ID Number: ID Number

ID Number: 32161598

Citizenship/Country of Incorporation or Registration: Private person with Israeli citizenship

Country of Citizenship/Incorporation or Registration: ___________________

2.	The office that they have ceased to hold:

Chief Financial Officer

----------

Explanation: the following particulars should be filled in if they have ceased to hold the office of a director who was appointed on behalf of a corporation that is a director

Name of the director corporation that appointed the individual: _________________

Category of ID Number: ______________________

ID Number: ______________________

Citizenship/Country of Incorporation or Registration: ___________________

Country of Citizenship/Incorporation or Registration: __________________

3.	The date on which they ceased or will cease to hold office: 15/03/2020. The date on which they began to hold office: 08/11/2015

4.	To the best of the Corporation’s knowledge the retirement: not involves circumstances that should be brought to the knowledge of the holders of Corporation securities.

Explanation: If the retirement involved circumstances that should be brought to the knowledge of the holders of the securities of the Corporation, details should be given.

5.	The manner in which office came to an end: Dismissal

6.	The office of the Corporation which they continue to hold: He holds no office of the Corporation ____________

Do they continue to serve as a senior office holder of the Company? No

7.	Was the director a member of a directors’ committee _____________

Name of the committee ___________

8.	Will the senior office holder continue, after their retirement, to be an interested party by virtue of holdings: No / By virtue of being a senior office holder as required under Regulation 33(h) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970 No

9.	Did the company view the retiring director as having accounting and financial expertise?

10.	Following is the text of the notice of resignation of an external director and the reasons for resigning:

____________

Explanation: Should only be filled in if it concerns the resignation of an external director.

11.	Did the Company consider the retiring director as an independent director? ___________

Notwithstanding the retirement, is there a majority of independent directors? ___________

12.	The date and time when it first became known to the Corporation of the event or the matter referred to in the report: On 15/3/2002 at 11:15.

Details of the Signatories on behalf of the Corporation:

Name of Signatory

Position

Anatoly Hurgin

Chairman of the Board and CEO

----------------------------

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference)

The securities of the Corporation are not listed for trading on the Tel Aviv Stock Exchange

Form structure updated on: 18/02/2020

Abbreviated Name: Ability

Address: 14 Yad Harutsim St., Tel Aviv 6770007 Telephone: +972-3-687 9777, Fax: +972-3-537 6483

Email: evyatar@profinance.co.il Company Website: www.interceptors.com

Previous names of reporting entity:

Name of Electronic Reporter: Yanai Andrei Their Job Title: External Legal Consultant Name of Employing Company: Barnea & Co. Law Firm

Address: 58 Harakevet St., Tel Aviv 677016 Telephone: +972-3-6400600 Fax: +972-3-640 0650 Email: ayanai@barlaw.co.il

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EX-99.3 4 ea119687ex99-3_abilityinc.htm IMMEDIATE REPORT DATED MARCH 15, 2020

Exhibit 99.3

Form T Site

Israel Corporate

Registrar no.: 303448

To:	The Securities Authority	The Tel Aviv Securities Exchange Ltd.	Tav091 (Public)	Transmitted on MAGNA:15/03/2020
	www.isa.gov.il	www.tase.co.il		Reference
				2020-01-024786

Immediate Report on the appointment of an Senior Officeholder except for the appointment of a director/chairman of the board of directors and with the exception of individual serving on behalf of a corporation that is a director:

Regulation 34(b) of the Securities Regulations (Immediate and Periodical Report) 1970

Explanation: If also appointed as a director or chairman of the board, form Tav093 must be completed.

Explanation: According to regulation 34(b) of the Securities Regulations (Immediate and Periodical Report) 1970, along with the submission of this form, List of Senior Officeholders must be submitted under Form 097.

1.	Last name and first name: Evyatar Cohen

Last name and first name in English as written in passport: Evyatar Cohen

Gender: Male

ID no. and type: ID

Number Id no.: 025104464

Citizenship: Private individual with Israeli citizenship

2.	Date of Birth: February 28, 1973

3.	Address for legal correspondence: 45 Shmu'el Tamir st., Tel-Aviv, Israel 6963723

4.	Start of term in office: March 15 2020

5.	Positions to which they are appointed:

Chief Financial Officer

________________

If appointed as the CEO of the corporation, or is the relative of the CEO, does he also serves as the chairman of the board of directors: _________________

The appointment was approved at the General Meeting on __________________

6.	Prior position in the company prior to appointment:

Accountant

7.	Education:

Title	Range	Name of Academic Institution
Bachelor	Accounting	College of Management
Master	Law	Bar Ilan University

8.	Primary activities in the past 5 years:

Position filled	Place of work	Time in office
Accountant	Ability Inc,	Four and a half years
Chief Financial Officer and financial consultant	Several public companies traded in the United States, Israel and Europe as well as privately held companies.	More than Five Years

9.	The Senior Officeholder serve in other positions in the corporation, a subsidiary or a related company or of a corporate interested party

Explanation: if he serve in other positions in the corporation, a subsidiary or a related company or of a corporate interested party please specify

Authorized signatory in the subsidiaries companies

10.	The Senior Officeholder is not a family member of another Senior Officeholder or an interested party in the corporation.

Explanation: if the Senior Officeholder is a family member of another Senior Officeholder or an interested party in the corporation, please specify.

11.	a. The Senior Officeholder does not hold corporate securities.

The following are their holdings:

	Name, Type and Series of Security	Security no. on Stock Exchange	Number of Securities	Dormant	Stake Capital Vote	Stake (Fully Diluted) Capital Vote
	Options	1111111	25,000	-------------	0 0	0.18 0.18

b. The Senior Officeholder does not hold securities of a subsidiary or related company of the corporation.

Details of the Signatories on behalf of the Corporation:

Name of Signatory

Position

Anatoly Hurgin

Chairman of the Board and CEO

----------------------------

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference)

The securities of the Corporation are not listed for trading on the Tel Aviv Stock Exchange

Form structure updated on: 18/02/2020

Abbreviated Name: Ability

Address: 14 Yad Harutsim St., Tel Aviv 6770007 Telephone: +972-3-687 9777, Fax: +972-3-537 6483

Email: evyatar@profinance.co.il Company Website: www.interceptors.com

Previous names of reporting entity:

Name of Electronic Reporter: Yanai Andrei Their Job Title: External Legal Consultant Name of Employing Company: Barnea & Co. Law Firm

Address: 58 Harakevet St., Tel Aviv 677016 Telephone: +972-3-6400600 Fax: +972-3-640 0650 Email: ayanai@barlaw.co.il

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EX-99.4 5 ea119687ex99-4_abilityinc.htm IMMEDIATE REPORT DATED MARCH 15, 2020

Exhibit 99.4

ABILITY INC.

Registrar number: 303448

Attn:	Israel Securities Agency	Attn:	Tel Aviv Stock Exchange Ltd.	Tav094 (public)	Transmitted via Magna:	15/03/2020
	www.isa.gov.il		www.tase.co.il		Reference:	2020-01-024789

Immediate Report on the List of Senior Officeholders

Regulation 34 (d) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Please note that the definition of Senior Officeholder in the Securities (Periodic and Immediate Reports) Regulations, 5730-1970 also includes, inter alia, a director.

Below is the List of the Senior Office Holders and the Alternate Directors of the Corporation as of 15/03/2020

No.

Name

Type and ID number

Title

Date of Appointment/Classification

Member of Committees of the Board of Directors

Anatoly Hurgin

Name in English as it appears in the passport:

Anatoly Hurgin

ID number

306908641

Chairman of the Board of Directors and CEO

Has accounting and financial expertise No

Date of appointment

Date of classification as Independent Director

Audit Committee: No

Balance Sheet Committee: No

Remuneration Committee: No

Additional Committees: No

Alexander Aurovsky

Name in English as it appears in the passport:

Aurovsky Alexander

ID number

306345687

Other

Chief Technology Officer and Director

Has accounting and financial expertise

Date of appointment

Date of classification as Independent Director

Audit Committee: __

Balance Sheet Committee: __

Remuneration Committee: __

Additional Committees:

Maya Sadrina

Name in English as it appears in the passport:

Aurovsky Alexander

ID number

061005724

External Director

Has accounting and financial expertise

Yes

Date of appointment

26.02.2020

Date of classification as Independent Director

Audit Committee: No

Balance Sheet Committee: No

Remuneration Committee: No

Additional Committees: No

Evyatar Cohen

Name in English as it appears in the passport:

Evyatar Cohen

ID number

025104464

Chief Financial Officer

Has accounting and financial expertise

Date of appointment

Date of classification as Independent Director

Audit Committee: __

Balance Sheet Committee: __

Remuneration Committee: __

Additional Committees:

Explanation:

1. Insofar as a senior officeholder is a member of one or more of the committees of the Board of Directors, the name of the committee or the committees should be specified.

2. A balance sheet committee is the committee that examines the financial statements according to the Companies Regulations (Instructions and Provisions Regarding the Procedure for the Approval of the Financial Statements), 5770-2010.

Details of the Signatories on behalf of the Corporation:

Name of Signatory

Position

Anatoly Hurgin

Chairman of the Board and CEO

----------------------------

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference)

The securities of the Corporation are not listed for trading on the Tel Aviv Stock Exchange

Form structure updated on: 18/2/2020

Abbreviated Name: Ability

Address: 14 Yad Harutsim St., Tel Aviv 6770007 Telephone: +972-3-687 9777, Fax: +972-3-537 6483

Email: evyatar@profinance.co.il Company Website: www.interceptors.com

Previous names of reporting entity:

Name of Electronic Reporter: Yanai Andrei Their Job Title: External Legal Consultant Name of Employing Company: Barnea & Co. Law Firm

Address: 58 Harakevet St., Tel Aviv 677016 Telephone: +972-3-6400600 Fax: +972-3-640 0650 Email: ayanai@barlaw.co.il

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