State of Israel
(State or Other Jurisdiction of Incorporation or Organization) |
3714
(Primary Standard Industrial Classification Code Number)
Innoviz Technologies Ltd.
Innoviz Technologies Campus, 5 Uri Ariav St., Bldg. C, Nitzba 300
Rosh HaAin, Israel
4809202
+972‑74‑700‑3692
|
Not Applicable
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
|
||
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221‑0102
|
||
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
||
Copies to:
|
||
Ryan J. Maierson
Ryan J. Lynch
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Tel: (713) 546‑5400
|
Joshua G. Kiernan
Latham & Watkins LLP
99 Bishopsgate London EC2M 3XF United Kingdom
Tel: (+44) (20) 7710‑1000
|
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel-Aviv 6789717, Israel Tel: +972 3-623-5000 |
The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
|
Page |
|
1
|
|
2
|
|
4
|
|
6
|
|
8
|
|
9
|
|
10
|
|
11
|
|
12
|
|
20
|
|
21 | |
22
|
|
25
|
|
27 | |
28 | |
29 | |
29 | |
29 | |
30 |
• |
the Company’s Annual Report on Form 20‑F for the year ended December 31, 2021 filed with the SEC on March 30, 2022 (the “Annual Report”);
|
• |
the Company’s Reports on Form 6-K furnished to the SEC on May 25, 2022, July 15, 2022, August 9, 2022, August 18, 2022 and September 13,
2022; and
|
• |
the description of the Company’s ordinary shares contained in the Company’s registration statement on Form 8‑A (File No. 001‑40310), filed
with the SEC on April 5, 2021, including any amendments or reports filed for the purpose of updating such description.
|
• |
we have a limited operating history with a history of losses and we expect losses in future periods may be significant;
|
• |
our limited operating history and evolving business model makes evaluating our business and future prospects difficult and may increase the risk of your investment;
|
• |
we are creating innovative technologies by designing and developing unique components and the high price of or low yield in these components may affect our ability to sell at competitive prices, or may lead to losses;
|
• |
there are significant risks to providing our products as a direct supplier to customers;
|
• |
we expect to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce our profitability or increase our losses and may not generate
revenue for our company;
|
• |
we may experience significant delays in the design, production and launch of our LiDAR products for autonomous driving systems, which could harm our business, prospects, financial condition and operating results;
|
• |
we are substantially dependent on our design win with BMW and our relationship with Magna, and our business could be materially and adversely affected if the BMW L3 Program would be terminated;
|
• |
the period from a design win to implementation is long and we are subject to the risks of not achieving design wins, cancellations or postponements of contracts or unsuccessful implementation;
|
• |
we may need to raise additional funds in the future in order to execute our business plan and these funds may not be available to us when we need them; additionally, if we cannot raise additional funds when we need them, our business,
prospects, financial condition and operating results could be negatively affected;
|
• |
if market adoption of LiDAR for autonomous vehicles does not continue to develop, or develops more slowly than we expect, our business will be adversely affected;
|
• |
we target many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions and if we are unable to sell our products to these customers, our prospects
and results of operations will be adversely affected;
|
• |
we continue to implement strategic initiatives designed to grow our business as these initiatives may prove more costly than we currently anticipate and we may not succeed in increasing our revenues by an amount sufficient to offset the
costs of these initiatives and to achieve and maintain profitability;
|
• |
the markets in which we compete are characterized by rapid technological change, which require us to continue to develop new products and product innovations, and could adversely affect market adoption of our products;
|
• |
certain of our strategic, development and supply arrangements could be terminated or may not materialize into long‑term contract partnership arrangements;
|
• |
we may experience difficulties in managing our growth and expanding our operations;
|
• |
continued pricing pressures, automotive original equipment manufacturers (“OEM”) cost reduction initiatives and the ability of automotive OEMs to re‑source or cancel vehicle or technology programs may result in lower than anticipated
margins, or losses, which may adversely affect our business; and
|
• |
the other matters described in the section entitled “Risk Factors” beginning on page 8 of this prospectus and other risk factors contained in our Annual Report and our subsequent filings with the
SEC that we incorporated by reference herein.
|
• |
the title and ranking of the debt securities (including the terms of any subordination provisions);
|
• |
the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
|
• |
any limit on the aggregate principal amount of the debt securities;
|
• |
the date or dates on which the principal of the securities of the series is payable;
|
• |
the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear
interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
|
• |
the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and
where notices and demands to us in respect of the debt securities may be delivered;
|
• |
the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
|
• |
any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which
and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
• |
the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
|
• |
the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
|
• |
whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
|
• |
the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
|
• |
the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing
such composite currency;
|
• |
the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
|
• |
if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate
with respect to these payments will be determined;
|
• |
the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index or financial index;
|
• |
any provisions relating to any security provided for the debt securities;
|
• |
any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the
indenture with respect to the debt securities;
|
• |
any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
|
• |
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
|
• |
the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory,
the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
|
• |
any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in
connection with the marketing of the securities; and
|
• |
whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2)
|
• |
we are the surviving entity or the successor person (if other than Innoviz) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction or the state of Israel and
expressly assumes our obligations on the debt securities and under the indenture; and
|
• |
immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
|
• |
default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the
trustee or with a paying agent prior to the expiration of the 30-day period);
|
• |
default in the payment of principal of any security of that series at its maturity;
|
• |
default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than
that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or Innoviz and the trustee receive written notice from the holders of not less than 25% in principal amount of the
outstanding debt securities of that series as provided in the indenture;
|
• |
certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Innoviz; and
|
• |
any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)
|
• |
that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
|
• |
the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding
as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the
proceeding within 60 days. (Section 6.7)
|
• |
to cure any ambiguity, defect or inconsistency;
|
• |
to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;
|
• |
to provide for uncertificated securities in addition to or in place of certificated securities;
|
• |
to add guarantees with respect to debt securities of any series or secure debt securities of any series;
|
• |
to surrender any of our rights or powers under the indenture;
|
• |
to add covenants or events of default for the benefit of the holders of debt securities of any series;
|
• |
to comply with the applicable procedures of the applicable depositary;
|
• |
to make any change that does not adversely affect the rights of any holder of debt securities;
|
• |
to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;
|
• |
to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or
|
• |
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)
|
• |
reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
|
• |
reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
|
• |
reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt
securities;
|
• |
reduce the principal amount of discount securities payable upon acceleration of maturity;
|
• |
waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of
the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
|
• |
make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
|
• |
make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit
for the enforcement of any such payment and to waivers or amendments; or
|
• |
waive a redemption payment with respect to any debt security. (Section 9.3)
|
• |
we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the
applicable prospectus supplement; and
|
• |
any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).
|
• |
depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued
such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment
bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the
terms of the indenture and those debt securities; and
|
• |
delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and
related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not
occurred. (Section 8.4)
|
• |
the number of ordinary shares purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;
|
• |
the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;
|
• |
the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;
|
• |
the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;
|
• |
the terms of any rights to redeem or call the warrants;
|
• |
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
|
• |
United States federal income tax consequences applicable to the warrants; and
|
• |
any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
|
• |
to vote, consent or receive dividends;
|
• |
receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or
|
• |
exercise any rights as shareholders of Innoviz.
|
• |
the title of the series of units;
|
• |
identification and description of the separate constituent securities comprising the units;
|
• |
the price or prices at which the units will be issued;
|
• |
the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
|
• |
a discussion of certain United States federal income tax considerations applicable to the units; and
|
• |
any other terms of the units and their constituent securities.
|
• |
a limited-purpose trust company organized under the New York Banking Law;
|
• |
a “banking organization” within the meaning of the New York Banking Law;
|
• |
a member of the Federal Reserve System;
|
• |
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
• |
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
• |
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time
when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
|
• |
we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
|
• |
an Event of Default has occurred and is continuing with respect to such series of securities,
|
• |
the name of the participating broker‑dealer(s);
|
• |
the specific securities involved;
|
• |
the initial price at which such securities are to be sold;
|
• |
the commissions paid or discounts or concessions allowed to such broker‑dealer(s), where applicable; and
|
• |
other facts material to the transaction.
|
SEC Registration Fee
|
$
|
18,540
|
||
FINRA filing fee
|
* |
|
||
Legal fees and
|
* |
|
||
Accountants’ fees and expenses
|
* |
|
||
Printing expenses
|
* |
|
||
Transfer agent fees and expenses
|
* |
|
||
Miscellaneous
|
* |
|
||
Total
|
* |
|
• |
the judgment was rendered by a court of competent jurisdiction, according to the laws of the state in which the judgment is given;
|
• |
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted; and
|
• |
the judgment is not contrary to public policy of Israel.
|
• |
the prevailing law of the foreign state in which the judgment is rendered does not allow for the enforcement of judgments of Israeli courts (subject to exceptional cases);
|
• |
the defendant did not have a reasonable opportunity to be heard and to present his or her evidence, in the opinion of the Israeli court;
|
• |
the enforcement of the civil liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel;
|
• |
the judgment was obtained by fraud;
|
• |
the judgment was rendered by a court not competent to render it according to the rules of private international law prevailing in Israel;
|
• |
the judgment conflicts with any other valid judgment in the same matter between the same parties; or
|
• |
an action between the same parties in the same matter was pending in any Israeli court or tribunal at the time at which the lawsuit was instituted in the foreign court.
|
• |
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to
such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to
an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding,
provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon
him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;
and
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third‑party or in connection with criminal
proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
|
• |
a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
• |
a breach of the duty of care to the company or to a third‑party, including a breach arising out of the negligent conduct of the office holder;
|
• |
a financial liability imposed on the office holder in favor of a third‑party;
|
• |
a financial liability imposed on the office holder in favor of a third‑party harmed by a breach in an administrative proceeding; and
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her.
|
• |
a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
• |
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
• |
a fine or forfeit levied against the office holder.
|
Incorporation by Reference |
||||||||||||
Exhibit No.
|
Description
|
Form
|
File No.
|
Exhibit No.
|
Filing Date
|
Filed /Furnished
|
||||||
1.1***
|
Form of Underwriting Agreement.
|
|||||||||||
F‑4
|
333‑252023
|
2.1
|
January 11, 2021
|
|||||||||
F‑3
|
333‑265170
|
3.1
|
May 24, 2022
|
|||||||||
*
|
||||||||||||
4.2***
|
Form of Note.
|
|||||||||||
4.3***
|
Form of Warrant.
|
|||||||||||
4.4***
|
Form of Warrant Agreement.
|
|||||||||||
4.5***
|
Form of Unit Agreement.
|
|||||||||||
**
|
||||||||||||
**
|
||||||||||||
*
|
||||||||||||
**
|
||||||||||||
**
|
||||||||||||
**
|
||||||||||||
*
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
*** |
To be filed by amendment or incorporated by reference in connection with the offering of the securities.
|
† |
Schedules and Exhibits omitted pursuant to Regulation S‑K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
†† |
Indicates management contract or compensatory plan or arrangement.
|
††† |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
|
|
INNOVIZ TECHNOLOGIES LTD.
By: /s/ Eldar Cegla
Name: Eldar Cegla
Title: Chief Financial Officer
|
NAME
|
POSITION
|
DATE
|
||
/s/ Omer David Keilaf
Omer David Keilaf |
Chief Executive Officer and Director (Principal Executive Officer)
|
September 29, 2022
|
||
/s/ Eldar Cegla
Eldar Cegla |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
September 29, 2022
|
||
/s/ Oren Buskila
Oren Buskila |
Director
|
September 29, 2022
|
||
/s/ Amichai Steimberg
Amichai Steimberg |
Director
|
September 29, 2022
|
||
/s/ Aharon Aharon
Aharon Aharon |
Director
|
September 29, 2022
|
||
/s/ Dan Falk
Dan Falk |
Director
|
September 29, 2022
|
||
/s/ Ronit Maor
Ronit Maor |
Director
|
September 29, 2022
|
||
/s/ Orit Stav
Orit Stav |
Director
|
September 29, 2022
|
||
/s/ James Sheridan
James Sheridan |
Director
|
September 29, 2022
|
|
By: /s/ Colleen De Vries
Name: Colleen De Vries
Title: SVP on behalf of Cogency Global Inc.
|
Page | ||
1
|
||
Section 1.1.
|
Definitions.
|
1
|
Section 1.2.
|
Other Definitions.
|
4
|
Section 1.3.
|
Incorporation by Reference of Trust Indenture Act.
|
4
|
Section 1.4.
|
Rules of Construction.
|
5
|
5
|
||
Section 2.1.
|
Issuable in Series.
|
5
|
Section 2.2.
|
Establishment of Terms of Series of Securities.
|
6
|
Section 2.3.
|
Execution and Authentication.
|
8
|
Section 2.4.
|
Registrar and Paying Agent.
|
9
|
Section 2.5.
|
Paying Agent to Hold Money in Trust.
|
10
|
Section 2.6.
|
Securityholder Lists.
|
10
|
Section 2.7.
|
Transfer and Exchange.
|
10
|
Section 2.8.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
10
|
Section 2.9.
|
Outstanding Securities.
|
11
|
Section 2.10.
|
Treasury Securities.
|
12
|
Section 2.11.
|
Temporary Securities.
|
12
|
Section 2.12.
|
Cancellation.
|
12
|
Section 2.13.
|
Defaulted Interest.
|
12
|
Section 2.14.
|
Global Securities.
|
13
|
Section 2.15.
|
CUSIP Numbers.
|
14
|
15
|
||
Section 3.1.
|
Notice to Trustee.
|
15
|
Section 3.2.
|
Selection of Securities to be Redeemed.
|
15
|
Section 3.3.
|
Notice of Redemption.
|
15
|
Section 3.4.
|
Effect of Notice of Redemption.
|
16
|
Section 3.5.
|
Deposit of Redemption Price.
|
16
|
Section 3.6.
|
Securities Redeemed in Part.
|
16
|
17
|
||
Section 4.1.
|
Payment of Principal and Interest.
|
17
|
Section 4.2.
|
SEC Reports.
|
17
|
Section 4.3.
|
Compliance Certificate.
|
17
|
Section 4.4.
|
Stay, Extension and Usury Laws.
|
18
|
18
|
||
Section 5.1.
|
When Company May Merge, Etc.
|
18
|
Section 5.2.
|
Successor Corporation Substituted.
|
18
|
19 |
||
Section 6.1.
|
Events of Default.
|
19
|
Section 6.2.
|
Acceleration of Maturity; Rescission and Annulment.
|
20
|
Section 6.3.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
21
|
Section 6.4.
|
Trustee May File Proofs of Claim.
|
22
|
Section 6.5.
|
Trustee May Enforce Claims Without Possession of Securities.
|
22
|
Section 6.6.
|
Application of Money Collected.
|
22
|
Section 6.7.
|
Limitation on Suits.
|
23
|
Section 6.8.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
24
|
Section 6.9.
|
Restoration of Rights and Remedies.
|
24
|
Section 6.10.
|
Rights and Remedies Cumulative.
|
24
|
Section 6.11.
|
Delay or Omission Not Waiver.
|
24
|
Section 6.12.
|
Control by Holders.
|
24
|
Section 6.13.
|
Waiver of Past Defaults.
|
25
|
Section 6.14.
|
Undertaking for Costs.
|
25
|
25
|
||
Section 7.1.
|
Duties of Trustee.
|
25
|
Section 7.2.
|
Rights of Trustee.
|
27
|
Section 7.3.
|
Individual Rights of Trustee.
|
28
|
Section 7.4.
|
Trustee’s Disclaimer.
|
28
|
Section 7.5.
|
Notice of Defaults.
|
28
|
Section 7.6.
|
Reports by Trustee to Holders.
|
28
|
Section 7.7.
|
Compensation and Indemnity.
|
29
|
Section 7.8.
|
Replacement of Trustee.
|
29
|
Section 7.9.
|
Successor Trustee by Merger, Etc.
|
30
|
Section 7.10.
|
Eligibility; Disqualification.
|
30
|
Section 7.11.
|
Preferential Collection of Claims Against Company.
|
31
|
31
|
||
Section 8.1.
|
Satisfaction and Discharge of Indenture.
|
31
|
Section 8.2.
|
Application of Trust Funds; Indemnification.
|
32
|
Section 8.3.
|
Legal Defeasance of Securities of any Series.
|
32
|
Section 8.4.
|
Covenant Defeasance.
|
34
|
Section 8.5.
|
Repayment to Company.
|
35
|
Section 8.6.
|
Reinstatement.
|
35
|
36
|
||
Section 9.1.
|
Without Consent of Holders.
|
36
|
Section 9.2.
|
With Consent of Holders.
|
36
|
Section 9.3.
|
Limitations.
|
37
|
Section 9.4.
|
Compliance with Trust Indenture Act.
|
37
|
Section 9.5.
|
Revocation and Effect of Consents.
|
38
|
Section 9.6.
|
Notation on or Exchange of Securities.
|
38
|
Section 9.7.
|
Trustee Protected.
|
38
|
39
|
||
Section 10.1.
|
Trust Indenture Act Controls.
|
39
|
Section 10.2.
|
Notices.
|
39
|
Section 10.3.
|
Communication by Holders with Other Holders.
|
40
|
Section 10.4.
|
Certificate and Opinion as to Conditions Precedent.
|
40
|
Section 10.5.
|
Statements Required in Certificate or Opinion.
|
41
|
Section 10.6.
|
Rules by Trustee and Agents.
|
41
|
Section 10.7.
|
Legal Holidays.
|
41
|
Section 10.8.
|
No Recourse Against Others.
|
41
|
Section 10.9.
|
Counterparts.
|
41
|
Section 10.10.
|
Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.
|
42
|
Section 10.11.
|
No Adverse Interpretation of Other Agreements.
|
43
|
Section 10.12.
|
Successors.
|
43
|
Section 10.13.
|
Severability.
|
43
|
Section 10.14.
|
Table of Contents, Headings, Etc.
|
43
|
Section 10.15.
|
Securities in a Foreign Currency.
|
43
|
Section 10.16.
|
Judgment Currency.
|
44
|
Section 10.17.
|
Force Majeure.
|
44
|
Section 10.18.
|
U.S.A. Patriot Act.
|
44
|
45 |
||
Section 11.1.
|
Applicability of Article.
|
45
|
Section 11.2.
|
Satisfaction of Sinking Fund Payments with Securities.
|
45
|
Section 11.3.
|
Redemption of Securities for Sinking Fund.
|
46
|
§ 310(a)(1)
|
7.10
|
|
(a)(2)
|
7.10
|
|
(a)(3)
|
Not Applicable
|
|
(a)(4)
|
Not Applicable
|
|
(a)(5)
|
7.10
|
|
(b)
|
7.10
|
|
§ 311(a)
|
7.11
|
|
(b)
|
7.11
|
|
(c)
|
Not Applicable
|
|
§ 312(a)
|
2.6
|
|
(b)
|
10.3
|
|
(c)
|
10.3
|
|
§ 313(a)
|
7.6
|
|
(b)(1)
|
7.6
|
|
(b)(2)
|
7.6
|
|
(c)(1)
|
7.6
|
|
(d)
|
7.6
|
|
§ 314(a)
|
4.2, 10.5
|
|
(b)
|
Not Applicable
|
|
(c)(1)
|
10.4
|
|
(c)(2)
|
10.4
|
|
(c)(3)
|
Not Applicable
|
|
(d)
|
Not Applicable
|
|
(e)
|
10.5
|
|
(f)
|
Not Applicable
|
|
§ 315(a)
|
7.1
|
|
(b)
|
7.5
|
|
(c)
|
7.1
|
|
(d)
|
7.1
|
|
(e)
|
6.14
|
|
§ 316(a)
|
2.10
|
|
(a)(1)(A)
|
6.12
|
|
(a)(1)(B)
|
6.13
|
|
(b)
|
6.8
|
|
§ 317(a)(1)
|
6.3
|
|
(a)(2)
|
6.4
|
|
(b)
|
2.5
|
|
§ 318(a)
|
10.1
|
TERM
|
DEFINED IN SECTION
|
|
|
“Bankruptcy Law”
|
6.1
|
“Custodian”
|
6.1
|
“Event of Default”
|
6.1
|
“Judgment Currency”
|
10.16
|
“Legal Holiday”
|
10.7
|
“mandatory sinking fund payment”
|
11.1
|
“New York Banking Day”
|
10.16
|
“Notice Agent”
|
2.4
|
“optional sinking fund payment”
|
11.1
|
“Paying Agent”
|
2.4
|
“Registrar”
|
2.4
|
“Required Currency”
|
10.16
|
“Specified Courts”
|
10.10
|
“successor person”
|
5.1
|
|
INNOVIZ TECHNOLOGIES LTD.
By: _______________________
Name:
Its:
[_____], as Trustee
By: _______________________
Name:
Its:
|
1. |
ordinary shares (the “Ordinary Shares”) of the Company, no par value (the “Primary Ordinary Shares”);
|
2. |
new warrants to purchase Ordinary Shares and/or debt securities (the “New Warrants”);
|
3. |
debt securities (“Debt Securities”); and
|
4. |
units comprised of one or more of the Ordinary Shares, New Warrants and Debt Securities
and in any combination (the “Units”, and together with the Primary Shares, the New Warrants and the Debt
Securities, the “Securities”).
|
1. |
With respect to the Primary Shares, assuming the taking of all necessary corporate action to authorize and approve the issuance of any Primary Shares, the terms of
the offering thereof and related matters, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Company’s Board of Directors and otherwise in
accordance with the provisions of the applicable convertible securities, if any, such Primary Shares will be validly issued, fully paid and non-assessable.
|
2. |
With respect to the New Warrants, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance of the underlying Primary Shares
and/or Debt Securities and the issuance and terms of any New Warrants, the related New Warrant Agreement, the terms of the offering thereof and related matters and (b) due execution, authentication, issuance and delivery of such New
Warrants upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Company’s Board of Directors and otherwise in accordance with the provisions of the
applicable New Warrant Agreement, such New Warrants will constitute valid and legally binding obligations of the Company to the extent governed by Israeli law.
|
3. |
With respect to the Debt Securities, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and terms of any Debt Securities,
the terms of the offering thereof and related matters and (b) due execution, authentication, issuance and delivery of such Debt Securities upon payment of the consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Company’s Board of Directors and otherwise in accordance with the provisions of the applicable Indenture duly executed by the Company and a trustee, such Debt Securities will constitute
valid and legally binding obligations of the Company to the extent governed by Israeli law.
|
4. |
With respect to the Units, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and the terms of the Units, the related
Unit Agreement and any Securities which are components of the Units, the terms of the offering thereof and related matters and (b) due execution, countersignature (where applicable), authentication, issuance and delivery of the Units and
the Securities that are components of such Units in each case upon the payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Company’s Board of Directors,
and otherwise in accordance with the provisions of the applicable (i) Warrant Agreement, in the case of New Warrants, and (ii) Indenture, in case of Debt Securities, such Units will be validly issued and will entitle the holders thereof to
the rights specified in the Unit Agreements to the extent governed by Israeli law.
|
|
Very truly yours,
/s/ Naschitz, Brandes, Amir & Co., Advocates
Naschitz, Brandes, Amir & Co., Advocates
|
|
811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
|
|
![]() |
FIRM / AFFILIATE OFFICES
|
|
Austin
Beijing
Boston
Brussels
Century City
Chicago
Dubai
Düsseldorf
Frankfurt
Hamburg
Hong Kong
Houston
London
Los Angeles
Madrid
|
Milan
Munich
New York
Orange County
Paris
Riyadh
San Diego
San Francisco
Seoul
Shanghai
Silicon Valley
Singapore
Tel Aviv
Tokyo
Washington, D.C.
|
September 29, 2022
Page 2
|
1. |
When the Applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular series of Debt Securities have been duly established in
accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of the Company, and such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in
accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, such Debt Securities will be the legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
|
2. |
When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Warrants have been duly established in
accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of the Company, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in
accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly
authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
3. |
When the applicable unit agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Units have been duly authorized in accordance
with the terms of the applicable unit agreement and authorized by all necessary corporate action of the Company, and such Units have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the
terms of the applicable unit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Units have been duly authorized and reserved for
issuance by all necessary corporate action), such Units will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
September 29, 2022
Page 3
|
|
Sincerely,
/s/ Latham & Watkins LLP
|
KOST FORER GABBAY & KASIERER
|
Tel-Aviv, Israel
|
A Member of Ernst & Young Global
|
September 29, 2022
|
Security Type
|
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate(5)
|
Amount of
Registration Fee(5) |
Carry
Forward
Form
Type
|
Carry
Forward
File
Number
|
Carry
Forward
Initial
effective
date
|
Filing Fee
Previously
Paid In
Connection
with
Unsold Securities
to be Carried Forward
|
|
Fees to Be Paid
|
Equity
|
Ordinary shares, no par value per share
|
(1)(2)
|
(3)
|
(3)
|
|||||||
Debt
|
Debt Securities
|
(1)(2)
|
(3)
|
(3)
|
||||||||
Other
|
Warrants
|
(1)(2)
|
(3)
|
(3)
|
||||||||
Other
|
Units
|
(1)(2)
|
(3)
|
(3)
|
||||||||
Unallocated (Universal) Shelf
|
Rule 457(o)
|
$200,000,000
|
$0.0000927
|
$18,540
|
||||||||
Fees Previously Paid
|
||||||||||||
Carry Forward Securities
|
||||||||||||
Carry Forward Securities
|
||||||||||||
Total Offering Amounts
|
$200,000,000
|
$18,540
|
||||||||||
Total Fees Previously Paid
|
—
|
|||||||||||
Total Fee Offsets
|
—
|
|||||||||||
Net Fee Due
|
$18,540
|
(1) |
The securities registered hereunder include such indeterminate number of (a) ordinary shares, (b) debt securities, (c) warrants to purchase ordinary shares and (d)
units consisting of some or all of these securities in any combination, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of ordinary shares as shall be issuable upon
conversion, exchange or exercise of any securities that provide for such issuance.
|
(2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the
registrant’s securities that become issuable by reason of any stock splits, stock dividend or similar transaction.
|
(3) |
The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the
issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of
other securities, or that are issued in units.
|
&4QSPMQM=21@
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M]*%(IYH?*@@]PIY8CTP!_*O*O@+\,M4^(_B:?7]5>6/3()6FDNY5S]HN"
H45O^#?#C>*-0N+*&[BM9HX#,K2
MCY6P0"">W6IO&7A"[\+"T:ZNK6YCN=VQ[=B0"N,@Y'O6JP]1T_:I>Z8/&4%6
M^KN7O]OQ.:HKK_"/@F3Q/I;W-KJ=G;RQS&)XKC(XP""".N5$BJ7:1L$X51
MR> 3] :IS^)=+@U9-.EG9;IW2+'E-M5W!9$+8P&(!(!H X&X?5_[%U@VTVLK
M.-;F,*SI/MDA"':@9?G2,]F7(#8SD4VXN_$$?CRUD2/6;?3O)LI+IF$LR1':
M_F1A -C$_(&8
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
M.=<8->>?7LC/6NB\$''BFT_WQ7.MUK?\ !IQX
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MW/&T7E:C$O\ LURI>[<]Z4[5E$YE>M>G?!=\:Q 3'0U[W
M_#^%>0?!^S\M9)>KV#M7H8=6@?'9M/FQ+/F?XK+CQM,?I7LGPP??X.@/O7
MDWQ=AV>*WDQ][%>H_"9]W@Z(>C&LJ7\5G=CE? 0?H=Y11178?/!1110!GZV,
MZ/=#_IFW\J^3+T8OIQ_MG^=?6VK#.E7(_P"F;?RKY+U$8U&X'^V?YUQ8OH?4
M<.O297[5ZG\%6QJMTO\ LBO+.U>F_!=L:W @UXA^GGMWP6_P"/2:O7*\B^
M"W_'I-7KM>K0_AH^"S;_ 'N04445L>:%%%% !1110 4444 %%%% "'[IKYE^
M);[_ !G<>QKZ9?B-OI7R]\0'W^,[SV:N7%?">YD2_?MG,#K7??"./=XHW>AK
M@N]>D?!J/=KTS>F*Y*'QH^CS/3#2/H&BBBO5/@ K@_BRF[PD?9Z[RN*^*";_
M E)[&HJ? SKP+MB8>I\U?XT=C2TT]*\@_0^A]"?!]L^',>E>CUYE\&FSH,@
M]*]-KU:/P(_/\Q5L5/U"BBBM3A"BBB@ HHHH *\+^-7_ "$;;\:]TKPWXT_\
MA"W_ !K#$_PSULE_WM'D];'A7_D9K+_KH*QZV?"H_P"*ELO^N@KS8_$C[/$?
MPI>A]5VO_'K%_NU-4-K_ ,>L7^Z*FKV4?F\MV%%%% @HHHH **** .!^+'_(
MJM]:^;X/M.>@KK*]>'PH
M_.<0K59+S"BBBJ,3S#XU?\BU#_UU%>!K]T5[Y\:O^19A_P"NHKP-?NBO-Q7Q
MGVN1?[LB>R_Y"-M_UT'\Z^LM _Y EK_N"ODVR_Y"5M_UT'\Z^LM _P"0);?[
M@K7"=3AXA^R:5%%%=I\P%%%% '%?$\X\)R_C7S2O2OI3XI?\BG)]:^:UKS\5
M\9]CD'^[OU ]*^AOA"N/#A/K7SRW2OHKX2C'AE?I2POQE9\_]F^9Z#1117HG
MQ@4444 %%%% !1110 4444 (3B@'-5KJ<18S3[:42KD4KEL$6Z\>^-:?Z);M_M5[#
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M#Y:/6LGN=T=(H]4^"\&[49I=->[5X[\%K?;#<28ZFO8J]3#KW#X7-Y?DSL/@I_R+UQ_UTKU&O+_ (*C_BG)S_TTKU"KH_ CFS+_ 'J9
MPOQ6DV>#I_