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 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of January 2025
Commission File Number: 001-40884
ARBE ROBOTICS LTD.
(Translation of registrant’s name into English)
HaHashmonaim St. 107
Tel Aviv-Yafo, Israel
Tel: +972-73-7969804, ext. 200
(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 ☐
INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 6-K
Underwriting Agreement
On January 7, 2024, Arbe
Robotics Ltd. (“Arbe” or the “Company”), commenced an underwritten registered direct offering (the
“Offering”) of 8,948,375 (the “Firm Shares”) ordinary shares, par value NIS 0.000216 per share, of the
Company (the “Ordinary Shares”). The public offer price for each Share was $3.20.
Canaccord Genuity acted as
the sole bookrunner for the Offering.
The net proceeds from
the Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company, described in more
detail below, were approximately $27 million. The Company granted the underwriters a 30-day option to purchase up to an additional
1,347,656 Ordinary Shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”) at the
public offering price, less underwriting discounts and commissions. On January 7, 2025, the underwriters exercised the option in
full, providing additional net proceeds to the Company of approximately $4 million. The Company intends to use the net proceeds
from the Offering for working capital and general corporate purposes. The Offering is anticipated to close on January 8, 2024 (the
“Closing”).
In Connection with the Offering,
the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as representative
(the “Representative”) of the underwriters named therein. Pursuant to the Underwriting Agreement, the Company has agreed not
to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or any securities convertible
into, or exercisable or exchangeable for, Ordinary Shares, including the filing of a registration statement with the Securities and Exchange
Commission (“SEC”) in respect thereof, subject to certain exceptions in each instance, for a period of ninety (90) days following
the Closing.
The Underwriting Agreement
contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company, including
for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the
purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to
limitations agreed upon by the contracting parties.
Pursuant to the
Underwriting Agreement, the Company has agreed to pay the underwriters underwriting commissions and discounts equal to 6.0% of the
gross proceeds of the Offering, including the additional gross proceeds from the underwriters’ exercise of their option to
purchase additional shares, and reimbursement of expenses equal to $125,000.
The Shares were offered
by the Company pursuant to a registration statement on Form
F-3 (File No. 333-269235) originally filed on January 13, 2023 (including the prospectus and prospectus supplement forming a
part of such Registration Statement), with the SEC under the Securities Act and declared effective by the SEC on February 24, 2023,
and pursuant to a registration statement on Form F-3MEF (File No. 333-284158), which was filed with the SEC on January 7, 2025. The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text
of the Form of Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report on Form 6-K and is incorporated herein
by reference.
Events
On January 7, 2024, the Company
issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K and
is hereby incorporated by reference herein.
INCORPORATION BY REFERENCE
This report on Form 6-K, including
the exhibits to this report on Form 6-K, shall be deemed to be incorporated by reference into the registration statements on Form F-3
(Registration Numbers 333-280319, 333-269235, and 333-284158) and Form
S-8 (File No. 333-280320 and
333-269230) of Arbe Robotics
Ltd., and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
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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Arbe Robotics Ltd. |
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| Date: January 8, 2024 |
By: |
/s/ Kobi Marenko |
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|
Name: |
Kobi Marenko |
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|
Title: |
Chief Executive Officer |
Exhibit 1.1
Execution Version
Arbe Robotics Ltd.
8,984,375 Ordinary Shares
Underwriting Agreement
January 7, 2025
Canaccord Genuity LLC
As Representative of the Several Underwriters
1 Post Office Square, 30th Floor
Boston, MA 02109
Ladies and Gentlemen:
Arbe Robotics Ltd., a company
organized under the laws of the State of Israel (the “Company”), proposes to sell to the several underwriters named
in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting
as representative, (i) an aggregate of 8,984,375 ordinary shares, par value NIS 0.000216 per share (the “Firm Shares”)
of the Company (the “Ordinary Shares”), and (ii) at the election of the Underwriters, up to 1,347,656 additional Ordinary
Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant
to Section 2 hereof are collectively referred to as “Shares”. To the extent there are no additional Underwriters listed
on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters
shall mean the singular as the context requires. Certain terms used herein are defined in Section 22 hereof. In the event that the Company
has no subsidiaries, or only one subsidiary, then all references in this underwriting agreement (this “Agreement”)
to “subsidiaries” of the Company shall be deemed to refer to no subsidiary, or such single subsidiary, mutatis mutandis.
As used in this
Agreement, the “Registration Statement” means the registration statement referred to in paragraph 1(a) hereof,
including the exhibits, schedules and financial statements and any prospectus supplement relating to the Shares that is filed with
the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and deemed part of such
registration statement pursuant to Rule 430B under the Securities Act, as amended on each Effective Date, and, in the event any
post-effective amendment thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the
Securities Act (a “Rule 462(b) Registration Statement”) becomes effective prior to the Closing Date (as defined
in Section 3 hereof), shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the
case may be; the “Effective Date” means each date and time that the Registration Statement, any post-effective
amendment or amendments thereto or any Rule 462(b) Registration Statement became or becomes effective; the “Base
Prospectus” means the base prospectus referred to in paragraph 1(a) hereof contained in the Registration Statement at the date
and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”); the
“Preliminary Prospectus Supplement” means any preliminary prospectus supplement to the Base Prospectus referred
to in paragraph 1(a) hereof which is used prior to the filing of the Final Prospectus Supplement, together with the Base Prospectus;
and the “Final Prospectus Supplement” means the prospectus supplement relating to the Shares that is first filed
pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) after the Execution Time, together with
the Base Prospectus.
Any reference herein to the
Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed
to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) on or before
the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the
Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the
Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference.
As used in this Agreement,
the “Pricing Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus Supplement used
most recently prior to the Execution Time, (iii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an
“Issuer Free Writing Prospectus”), identified in Schedule III hereto, (iv) the pricing information set forth
in Schedule II hereto, and (v) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “Free
Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure
Package.
1. Representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section
1.
(a) The
Company met the requirements for use of Form F-3 under the Securities Act, including, but not limited to, General Instruction I.B.1
of Form F-3, at the time it prepared and filed with the SEC a shelf registration statement, as defined in Rule 405 (file number
333-269235) on Form F-3, including a related Base Prospectus, for registration under the Securities Act of the offering and sale of
the Shares. The Company may have filed one or more amendments thereto, and has prepared a Preliminary Prospectus Supplement,
each of which has previously been furnished to you and has become effective upon filing. The Company will next file with the SEC a
Final Prospectus Supplement relating to the Shares in accordance with Rule 424(b). As filed, such Final Prospectus Supplement shall
contain all information required by the Securities Act and the rules thereunder and, except to the extent the Representative shall
agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes
(beyond that contained in the Base Prospectus and any Preliminary Prospectus Supplement) as the Company has advised you, prior to
the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, is effective and meets the
requirements set forth in Rule 415(a)(1)(x). There is no order preventing or suspending the use of the Registration Statement or the
Pricing Disclosure Package, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the
Securities Act against the Company or related to the offering has been initiated or threatened by the SEC and no notice of objection
of the SEC to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the
Company.
(b) On
each Effective Date, the Registration Statement did, and when the Final Prospectus Supplement is first filed in accordance with Rule 424(b)
and on the Closing Date, the Final Prospectus Supplement (and any amendment or supplement thereto) will, comply in all material respects
with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder; on each Effective Date,
at the Execution Time, and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;
and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus Supplement (together with any amendment
or supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final
Prospectus Supplement (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement or the
Final Prospectus Supplement (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished
by the Underwriters consists of the information described as such in Section 8(b) hereof.
(c) As
of the Execution Time, the Pricing Disclosure Package and each electronic road show does not, and as of the Closing Date will not, contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions
from the Pricing Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter
through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or
on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.
(d) From
the time of the initial filing of the Company’s first registration statement with the Commission through the date hereof, the Company
has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth
Company”). The Company is a “foreign private issuer” as defined in Rule 405.
(e) The
Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the
consent of the Representative with entities that are reasonably believed to be qualified institutional buyers within the meaning of
Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the
Securities Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The
Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto.
“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in
reliance on Section 5(d) or Rule 163B of the Securities Act. “Written Testing-the-Waters Communication” means any
Testing-the-Waters Communication that is a written communication within the meaning of Rule 405, including any presentation used in
a Testing-the-Waters Communication.
(f) The
Company has not used any Issuer Free Writing Prospectus.
(g) Each
Issuer Free Writing Prospectus, if any, does not include any information that conflicts with the information contained in the Registration
Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement. The foregoing sentence
does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that
the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(h) The
interactive data in the extensible Business Reporting Language (“XBRL”) and Inline XBRL included or incorporated by reference
in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance
with the SEC’s rules and guidelines applicable thereto.
(i) Each
of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws
of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in the Pricing Disclosure Package and the Final Prospectus Supplement,
and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires
such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material
adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law, 5759-1999)
by the Registrar of Companies of the State of Israel, and, to the Company’s knowledge, there is no basis for such designation,
nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company. The Company’s
articles of association comply with the requirements of applicable Israeli law and are in full force and effect.
(j) All
the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully
paid and non-assessable, and all outstanding shares of capital stock of the Company’s subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries of the Company, and except as set forth in the Pricing Disclosure Package and the Final
Prospectus Supplement, are free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances.
(k) The
Company’s authorized share capital is as set forth in the Pricing Disclosure Package and the Final Prospectus Supplement; the
share capital of the Company conforms in all material respects to the description thereof contained in the Pricing Disclosure
Package and the Final Prospectus Supplement; the outstanding Ordinary Shares have been duly and validly authorized and issued and
are fully paid and nonassessable; the Shares have been duly and validly authorized and, when issued and delivered to and paid for by
the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Shares in book-entry form are in valid and
sufficient form; and the holders of outstanding shares or other securities of the Company are not entitled to preemptive or other
rights to subscribe for the Shares or other securities of the Company, except for any such rights as have been effectively waived;
and, except as set forth in the Pricing Disclosure Package and the Final Prospectus Supplement, no options, warrants or other rights
to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for,
shares of or other ownership interests in the Company are outstanding. None of the outstanding share capital of the Company were
issued in violation of the preemptive or similar rights of any securityholder of the Company or the Israeli Companies Law, 5759-1999
and the regulations promulgated thereunder (collectively, the “Companies Law”) or the Israeli Securities Law,
5728-1968 and the regulations promulgated thereunder (collectively, the “Israeli Securities Law”). The Ordinary
Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Capital Market, and the Company has
taken no action designed to terminating the registration of the Ordinary Shares under the Exchange Act or delisting the Ordinary
Shares from the Nasdaq Capital Market, nor has the Company received any notification that the SEC or Nasdaq is contemplating
terminating such registration or listing. In addition, the Ordinary Shares are listed on the Tel Aviv Stock Exchange (the
“TASE”) and the Company has taken no action designed to delisting the Ordinary Shares from the TASE, nor has the
Company received any notification that the Israel Securities Authority or the TASE is contemplating terminating such listing. To the
Company’s knowledge, it is in compliance with all applicable listing requirements of Nasdaq and the TASE.
(l) With
respect to share options or other equity awards or rights to acquire Ordinary Shares (the “Share Options”) granted
pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i)
each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be
effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted
and authorized committee thereof), (ii) each such grant was made in accordance with the terms of the Company Share Plans, and all applicable
laws and regulatory rules or requirements, including all applicable federal and Israeli securities laws and the rules of the TASE and
any other exchange on which Company securities are traded, and (iii) each such grant was properly accounted for in accordance with GAAP
(as defined below) in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and
there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant
of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their
results of operations or prospects.
(m) There
is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final
Prospectus Supplement, or to be filed as an exhibit thereto, which is not described or filed as required (and the Preliminary
Prospectus Supplement contains in all material respects the same description of the foregoing matters contained in the Final
Prospectus Supplement); and the statements in the Preliminary Prospectus Supplement and the Final Prospectus Supplement insofar as
such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair
summaries of such legal matters, agreements, documents or proceedings in all material respects.
(n) This
Agreement has been duly authorized (including, to the extent applicable, under Chapter 5 of Part VI of the Companies Law),
executed and delivered by the Company.
(o) The
Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described
in the Pricing Disclosure Package and the Final Prospectus Supplement, will not be an “investment company” as defined
in the Investment Company Act of 1940, as amended.
(p) No
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the
transactions contemplated herein, except such as have been obtained under the Securities Act and such as may be required under the listing
rules of the Nasdaq Stock Market LLC (“Nasdaq”) and applicable rules of the Financial Industry Regulatory Authority,
Inc. (“FINRA”), the approval of the TASE for the listing of the Shares on the TASE, and the filing of certain information
with the Israel Innovation Authority of the Ministry of Economy and Industry of the State of Israel (“IIA”) and the
Bank of Israel following the Closing Date, and the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Shares by the
Underwriters in the manner contemplated herein and in the Pricing Disclosure Package and the Final Prospectus Supplement.
(q) Neither
the issue and sale of the Shares nor the consummation of any other of
the transactions herein contemplated nor the execution, delivery and performance by the Company of this Agreement nor
the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the articles of association or other organizational
documents of the Company, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company
or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation,
judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties,
except in the case of clauses (ii) and (iii) for any such breach, violation or imposition as would not reasonably be expected to have
a Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on the performance of this Agreement
or the consummation of any of the transactions contemplated hereby.
(r) Except
as have been waived or fully complied with, there are no contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company, as applicable, to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the Company to include such securities with the Shares registered
pursuant to the Registration Statement, except as have been validly waived in connection with the issuance and sale of the Shares contemplated
hereby, and the holders of outstanding shares of the Company are not entitled to statutory preemptive or other similar
contractual rights to subscribe for the Shares.
(s) The
consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Preliminary Prospectus
Supplement, the Final Prospectus Supplement and the Registration Statement, together with the related notes and schedules, present fairly,
in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated
statements of operations, cash flows and changes in shareholders’ equity of the Company and its subsidiaries for the periods specified
and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable and as in effect
at the time of filing, and in conformity with generally accepted accounting principles in the United States (“GAAP”) as in
effect at the time of filing applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are
noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) during the periods involved; the other financial and statistical data with respect to the Company and its subsidiaries contained
or incorporated by reference in the Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Registration Statement,
are accurately and fairly presented in all material respects and prepared on a basis consistent with the financial statements and books
and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated
by reference in the Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Registration Statement that are not included
or incorporated by reference as required; the Company and its subsidiaries do not have any material liabilities or obligations, direct
or contingent (including any off balance sheet obligations), not described in the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Registration Statement which are required to be described in the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Registration Statement; and all disclosures contained or incorporated by reference in Preliminary Prospectus Supplement,
the Final Prospectus Supplement and the Registration Statement, if any, regarding “non-GAAP financial measures” (as such term
is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item
10 of Regulation S-K under the Securities Act, to the extent applicable.
(t) No
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any of its subsidiaries or its or their property is pending or, to the knowledge of the Company, threatened that (i) could reasonably
be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated
hereby or (ii) could reasonably be expected to have a Material Adverse Effect.
(u) Each
of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently
conducted.
(v) Neither
the Company nor any of its subsidiaries is in violation or default of (i) any provision of its articles of association,
charter, bylaws or other organizational documents, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument, including any instrument of approval granted to any of them by the IIA, to
which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or
decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or its subsidiaries or any of its or their properties, as applicable, except in the case of clauses (ii) and (iii)
for any such violation or default as would not reasonably be expected to have a Material Adverse Effect.
(w) Neither
the Company nor its subsidiaries nor any of its or their properties or
assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) Somekh
Chaikin, a member firm of KPMG International, which has certified certain
financial statements of the Company and its consolidated subsidiaries and delivered its report with respect to the audited consolidated
financial statements and schedules included in the Pricing Disclosure Package and the Final Prospectus Supplement, is an independent public
accountant with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder.
(y) To
the Company’s knowledge, there are no transfer, transaction, documentary, registration, stamp or issuance taxes
or other similar taxes, fees or charges under the laws of the State of Israel, Federal law or the laws of any state, or any political
subdivision thereof, required to be paid in connection with the execution, delivery and performance of, and the consummation of
the transactions contemplated by, this Agreement or any other document
to be furnished hereunder, the issuance and delivery by the Company or sale by
the Company to the Underwriters of the Shares or the sale and delivery
by the Underwriters of the Shares as contemplated herein and in the Final Prospectus
Supplement.
(z) The
Company and each of its subsidiaries has filed all tax returns that are required to be filed or has requested extensions thereof (except
in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it
and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any
such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.
The Company and each of its subsidiaries is and have at all times been resident for tax purposes in their jurisdiction of incorporation
and are not and have not been treated as resident in any other jurisdiction for any tax purpose (including any double taxation arrangement)
and neither the Company nor any of its subsidiaries has received any written claim from any governmental or regulatory authority that
the Company or any of its subsidiaries are or may be subject to tax or required to file a tax return in a jurisdiction where it does not
file tax returns.
(aa) No
labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is
threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of
its or its subsidiaries’ principal suppliers, contractors or customers, that could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any subsidiary of the Company is in violation of or has received notice of any violation
with respect to any Israeli, federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any
applicable Israeli, federal or state wage and hour laws, nor any Israeli or state law precluding the denial of credit due to the
neighborhood in which a property is situated, the violation of any of which would reasonably be expected to have a Material Adverse
Effect. All obligations of the Company to provide statutory severance pay to all its currently engaged employees in Israel
(“Israeli Employees”) are in accordance with Section 14 of the Israeli Severance Pay Law, 5723-1963 (the
“Severance Pay Law”) and are fully funded or, if not required to be funded, are fully accrued on the
Company’s financial statements, and all such Israeli Employees have been subject to the provisions of Section 14 of the
Severance Pay Law with respect to their entire salary, as defined under the Severance Pay Law, from the date of commencement of
their employment with the Company, and the Company has been in compliance with the requirements for a Section 14 arrangement with
respect to severance pay with respect to 100% of such salary for which severance pay may be due under the Severance Pay Law; and all
amounts that the Company is required by contract or applicable law either (A) to deduct from Israeli Employees’ salaries
and/or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, advance study fund
or other similar funds or insurance or (B) to withhold from its Israeli Employees’ salaries and benefits (including any other
income in cash or in kind) and to pay to any Israeli governmental authority as required by applicable Israeli tax law and
regulations, have, in each case, been duly deducted, transferred, withheld and paid, and the Company has no outstanding obligation
to make any such deduction, transfer, withholding or payment.
(bb) The
Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as the Company reasonably believes are prudent and customary in the businesses in which they are engaged; all policies
of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees,
officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies
and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy
or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the
Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not reasonably be expected to have a Material Adverse Effect.
(cc) Subject
to any applicable law, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the
Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances
to such subsidiary from the Company, except as set forth in the Pricing Disclosure Package and the Final Prospectus Supplement.
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, no approvals are
currently required in the State of Israel in order for the Company to pay dividends or other distributions declared by the Company to
the holders of Ordinary Shares. Under current laws and regulations of the State of Israel, any amount payable in connection with the sale
of the Shares and dividends may be paid by the Company in United States dollars and, except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus Supplement, freely transferred out of the State of Israel.
(dd) The
Company and its subsidiaries possess all licenses, certificates, permits and other authorizations (collectively, “Permits”)
required to conduct their respective businesses, except for any such failure to possess as would not reasonably be expected to have a
Material Adverse Effect, and neither the Company nor any such subsidiary is in violation of, or in default under, any such Permit, except
for any such violation or default as would not reasonably be expected to have a Material Adverse Effect; neither the Company nor its
subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Permit nor has any reason
to believe that any such Permit will not be renewed in the ordinary course.
(ee) The
Company and each of its subsidiaries, considered together as one entity, maintain a system of internal accounting controls (as contemplated
under Rule 13a-15(f) of the Exchange Act) designed to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference
in the Registration Statement, the Preliminary Prospectus Supplement and the Final Prospectus Supplement is in compliance with the SEC’s
published rules, regulations and guidelines applicable thereto. The Company’s and its subsidiaries’ internal controls
over financial reporting are effective and, except as set forth in the Pricing Disclosure Package and the Final Prospectus Supplement,
the Company and its subsidiaries are not aware of any material weakness in their internal controls over financial reporting.
(ff) The
Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e)
under the Exchange Act); such disclosure controls and procedures are effective.
(gg) The
Company has not taken, directly or indirectly (without giving effect to the activities of the Underwriters), any action designed to or
that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. In addition, neither the
Company nor any of its subsidiaries have engaged, and neither the Company nor any of its subsidiaries will engage, in any form of solicitation,
advertising or other action constituting an offer or a sale under the Israeli Securities Law in connection with the transactions contemplated
hereby which would require the publication of a prospectus in the State of Israel under the laws of the State of Israel.
(hh) The
Company and its subsidiaries (i) are in compliance with any and all applicable foreign (including Israeli), federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received
notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws,
failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has been named as a “potentially
responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
(ii) Nothing
has come to the attention of the Company that has caused the Company to believe that the material statistical and market-related data
included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement is not based on or derived
from sources that are reliable and accurate in all material respects, and, to the extent required by such sources, the Company has obtained
the written consent to the use of such data from such sources.
(jj) None
of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards
of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations
and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations or
extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the
Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to
the employment or compensation of employees by any of the Company or any of its subsidiaries that would reasonably be expected to have
a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards,
with respect to the employment or compensation of employees by the Company or any of its subsidiaries that would reasonably be expected
to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase
in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its subsidiaries
compared to the amount of such contributions made in the most recently completed fiscal year of the Company and its subsidiaries; (ii)
a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial
Accounting Standards 106) of the Company and its subsidiaries compared to the amount of such obligations in the most recently completed
fiscal year of the Company and its subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA that
would reasonably be expected to have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees
of the Company or any of its subsidiaries related to their employment that would reasonably be expected to have a Material Adverse Effect.
For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title
IV of ERISA with respect to which the Company or any of its subsidiaries may have any liability.
(kk) There
is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection
therewith (the “Sarbanes-Oxley Act”), that are in effect and with which the Company is required to comply as of the
Effective Date, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(ll) Neither
the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, or any employee or agent of the
Company or any of its subsidiaries has taken any action, directly or indirectly, (i) in furtherance of a corrupt offer, payment, promise
to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, to any government
official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing or any political party or party official or candidate
for political office) in order to influence official action or secure an unlawful business advantage, or (ii) in violation of the U.S.
Foreign Corrupt Practices Act of 1977, Sections 291 and 291A of the Israeli Penal Law, 5737-1977 or
the U.K. Bribery Act 2010, each as amended, or similar applicable law of any other relevant jurisdiction, or the rules or regulations
thereunder (collectively, the “Anti-Corruption Laws”). The Company and its subsidiaries have instituted and
maintained policies and procedures reasonably designed to promote and achieve compliance with Anti-Corruption Laws. No part of the proceeds
of the offering will be used by the Company, its subsidiaries, or its affiliates, directly or, to the knowledge of the Company, indirectly,
in violation of the Anti-Corruption Laws.
(mm) The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements, including, to the extent applicable, those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the Israeli Prohibition on Money Laundering Law, 5760-2000, the Israeli Prohibition on Money Laundering Order,
5761-2001, the Israeli Counter-Terrorism Law, 5776-2016, and the anti-money laundering statutes and the orders, rules and regulations
thereunder and any related or similar orders, rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(nn) Neither
the Company nor any of its subsidiaries nor, any director, officer, or, to the knowledge of the Company, any employee or agent of the
Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or
more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including
any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State
or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union,
a member state of the European Union (including sanctions administered or enforced by His Majesty’s Treasury of the United Kingdom),
or subject to the Israeli Trade with the Enemy Ordinance, 1939 or other
applicable sanctions authority or law where the Company or its subsidiaries operate (collectively, “Sanctions” and
such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located,
organized or ordinarily resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit
dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”
and currently, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic, the Crimea region of Ukraine and other Covered Region (as defined in the Executive Order 14065) of Ukraine identified pursuant
to the Executive Order 14065 or (iii) will, directly or knowingly indirectly, use the proceeds of this offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity to fund or facilitate
any activities or business of or with a Sanctioned Person or Sanctioned Country, or in any other manner that would result in a violation
of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity
participating in the offering, whether as underwriter, advisor, investor or otherwise).
(oo) Neither
the Company nor any of its subsidiaries (i) has received and/or applied for any material grants, incentives, benefits (including tax benefits)
or subsidies from any governmental body, agency or authority, including without limitation, the IIA nor has any outstanding obligations
towards such governmental body, agency or authority in each case, except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus Supplement, nor (ii) is in violation of any condition, requirement or undertaking with respect to (A)
any funding, benefits or incentives granted to the Company or any of its subsidiaries under the Law for Encouragement of Industrial Research,
Development and Technological Innovation, 5744-1984 and the regulations, rules and circulars promulgated thereunder, including any instrument
of approval or tax ruling granted to any of them in connection therewith, or (B) any grants, benefits, reduced tax rates or incentives
provided to the Company or any of its subsidiaries under the Law for Encouragement of Capital Investments, 5719-1959 (the “Investment
Law”) except, in each case, such violation that would not reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any of its subsidiaries has received any notice denying, revoking or adversely modifying any “approved enterprise,”
“benefited enterprise,” “preferred enterprise,” “preferred technological enterprise,” “special
preferred technological enterprise,” or “industrial company” status with respect to any of the its or their facilities
or operations or any tax benefits claimed or received by the Company or any of its subsidiaries (including, in all such cases, notice
of proceedings or investigations related thereto). All information supplied by the Company or any of its subsidiaries with respect to
the applications or notifications relating to such status, funding, grants, benefits (including tax benefits), incentives or subsidies,
was true, correct and complete in all material respects when supplied to the appropriate authorities.
(pp) Neither
the Company nor any of its subsidiaries has knowingly engaged in any dealings or transactions with or for the benefit of a Sanctioned
Person, or with or in a Sanctioned Country, in the preceding ten (10) years, nor does the Company or any of its subsidiaries have any
plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.
(qq) The
Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent
applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade
secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”)
necessary for the conduct of the Company’s and its
subsidiaries’ businesses as now conducted or as proposed to be conducted in the Pricing Disclosure Package and the
Final Prospectus Supplement, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and
its subsidiaries does not infringe, misappropriate, or otherwise conflict in any material respect with any Intellectual
Property of another. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or
conflict with any Intellectual Property right of another in connection with its patents, patent applications, patent rights,
licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result
in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except
as set forth in the Pricing Disclosure Package and the Final Prospectus Supplement, there are no rights of third parties to any
Intellectual Property owned by the Company or its subsidiaries (the “Company Intellectual Property”), including
no liens, security interests, or other encumbrances. To the Company’s knowledge, (a) there is no material infringement by
third parties of any Company Intellectual Property; (b) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the Company’s or its subsidiaries’ rights in or to any such Company
Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit,
proceeding, or claim; (c) such Company Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or
unenforceable, in whole or in part, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or
claim by others challenging the validity or scope of any such Company Intellectual Property, including interferences, oppositions,
reexaminations, or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such
action, suit, proceeding, or claim; (d) to the Company’s knowledge, the Company and its subsidiaries have taken reasonable
steps to protect, maintain and safeguard their Intellectual Property, including the execution of commercially reasonable
nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees.
(rr) The
Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does
not intend to use any of the proceeds from the sale of the Shares hereunder
to repay any outstanding debt owed to any affiliate of the Underwriters.
(ss) The
subsidiaries listed on Annex A attached hereto are the only subsidiaries of the Company.
(tt) To
the Company’s knowledge, there has been no material security breach, unauthorized access, use, disclosure, modification, destruction
or other incident or compromise of or relating to any of the Company’s or any of its subsidiaries’ information technology
and computer systems, networks, hardware, software, data (including all personal information, personal data, personally identifiable
information or similar information and the data of their respective customers, employees, suppliers, vendors and any third party data
maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and the Company
and its subsidiaries have no knowledge of any specific event or condition that would reasonably be expected to result in, any such material
security breach, unauthorized access, use, disclosure, modification, destruction or other compromise of their IT Systems and Data.
The Company and its subsidiaries employ commercially reasonable physical, technical, and administrative security measures, controls,
safeguards, policies and procedures designed to (a) protect all IT Systems and Data from and against material unauthorized access, use
and/or disclosure and (b) maintain the integrity, continuous operation, redundancy and security of the IT Systems and Data. The Company
and its subsidiaries are in compliance with all applicable laws, regulations and statutes, including, without limitation, to the extent
applicable, the Israeli Privacy Protection Law, 5741-1981, the Israeli Privacy Protection Regulations (Data Security), 5777-2017, the
California Consumer Privacy Act and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (and
all other applicable laws and regulations governing the data privacy and security of personal information or personal data), and all
judgments, orders, rules, directives and decrees of any court or arbitrator or governmental or regulatory authority, company policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and
Data from unauthorized use, access, misappropriation or modification, in each case, except as would not, individually or in the aggregate,
have a Material Adverse Effect, and the Company and its subsidiaries have implemented backup and disaster recovery technology consistent
with industry standards and practices.
(uu) The
application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as
described in the Pricing Disclosure Package and the Final Prospectus Supplement will not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve system or any other regulation of such Board of Governors.
(vv) Neither
the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against the Company or any of its subsidiaries or the Underwriters for a brokerage commission, finder’s
fee or like payment in connection with the offering and sale of the Shares or
any transaction contemplated by this Agreement, the Registration Statement, Pricing Disclosure Package or the Final Prospectus Supplement.
(ww) No
forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in either
the Pricing Disclosure Package or the Final Prospectus Supplement has been made or reaffirmed without a reasonable basis or has been disclosed
other than in good faith.
(xx) Each
of the Company and its subsidiaries, and, to the Company’s knowledge, any director, officer or employee of the Company has acted
at all times in compliance in all material respects with applicable Export and Import Laws (as defined below) and there are no claims,
complaints, charges, investigations or proceedings pending or, to the knowledge of the Company, threatened between the Company or any
of the subsidiaries and any governmental authority under any Export or Import Laws. The term “Export and Import Laws”
means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the
Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services
to non-U.S. parties or the export and import of articles or information from and to the United States of America, and all similar laws
and regulations under the laws of the State of Israel.
(yy) To
the Company’s knowledge, neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly or
indirectly controls (within the meaning of FINRA Rule 5121(f) (6)), is controlled by, or is under common control with, or is an associated
person (within the meaning of Article I, Section 1(ee) of the bylaws of FINRA) of, any member firm of FINRA.
(zz) The
Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and
433 under the Securities Act in connection with the offering of the Shares.
(aaa) Subject to applicable
law, the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the
State of Israel and will be honored by the courts of the State of Israel, subject to judicial discretion. The Company has the power to
submit, and pursuant to Section 18 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of
any State or U.S. federal court in The City of New York and County of New York and has validly and irrevocably waived any objection to
the laying of venue of any suit, action or proceeding brought in such court. The Company has the power to designate, appoint and authorize,
and pursuant to Section 18 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an
agent for service of process in any action arising out of or relating to this Agreement or the Shares, and service of process effected
on such authorized agent will be effective to confer valid personal jurisdiction over the Company.
Any certificate signed by
any officer of the Company pursuant to this Agreement and delivered to the Representative or counsel for the Underwriters in connection
with the offering of the Shares shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (a)
at a purchase price per Share of $3.008, the number of such Shares set forth opposite the name of such Underwriter in Schedule I
hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided
below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of
Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined
by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.
The Company hereby grants
to the Underwriters the right to purchase at their election up to 1,347,656 Optional Shares, at the purchase price per share set forth
in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends
or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date
of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are
to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 3 hereof) or, unless
you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
3. Delivery
and Payment. Delivery of and payment for the Firm Shares shall be made at 10:00 AM, New York City time, on January 8,
2025, or at such time on such later date not more than one Business Day after the foregoing date as the Representative shall
designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9
hereof . Delivery of and payment for the Optional Shares shall be made at 10:00 AM, New York City time, on the date specified by the
Representative in each written notice given by the Representative of the Underwriters’ election to purchase such Optional
Shares, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery
of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and
date for delivery is herein called a “Time of Delivery”. Delivery of the Shares shall be made to the
Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the
Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an
account specified by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless
the Parties shall otherwise agree.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Shares for sale to the public as set forth
in the Final Prospectus Supplement.
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Shares, the Company will not
file any amendment of the Registration Statement or supplement (including any Preliminary Prospectus Supplement or the Final Prospectus
Supplement) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review
prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause
the Final Prospectus Supplement, properly completed, and any supplement thereto to be filed in a form approved by the Representative with
the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to
the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Final Prospectus Supplement,
and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration
Statement shall have been filed with the SEC, (ii) when, prior to termination of the offering of the Shares, any amendment to the Registration
Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment of the Registration
Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Supplement or for any additional information,
(iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting
to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any
proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of
any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection,
to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary,
by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment
or new registration statement declared effective as soon as practicable.
(b) If,
at any time prior to the filing of the Final Prospectus Supplement pursuant to Rule 424(b), any event occurs as a result of which the
Pricing Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,
the Company will (i) notify promptly the Representative so that any use of the Pricing Disclosure Package may cease until it is amended
or supplemented; (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission; and (iii) supply any amendment
or supplement to you in such quantities as you may reasonably request.
(c) If,
at any time when a prospectus relating to the Shares is required to be
delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event
occurs as a result of which the Final Prospectus Supplement as then supplemented would include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they
were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement, file a
new registration statement or supplement the Final Prospectus Supplement to comply with the Securities Act or the Exchange Act or the
respective rules thereunder, including in connection with use or delivery of the Final Prospectus Supplement, the Company promptly will
(i) notify the Representative of any such event, (ii) prepare and file with the SEC, subject to the second sentence of paragraph (a) of
this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such
compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective
as soon as practicable in order to avoid any disruption in use of the Final Prospectus Supplement and (iv) supply any supplemented Final
Prospectus Supplement to you in such quantities as you may reasonably request.
(d) As
soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement
or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act.
(e) The
Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus Supplement, the Final Prospectus Supplement and
each Issuer Free Writing Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay
the expenses of printing or other production of all documents relating to the offering.
(f) The
Company will arrange, if necessary, for the qualification of the Shares for
sale under the laws of such jurisdictions as the Representative may reasonably designate and will maintain such qualifications in effect
so long as required for the distribution of the Shares; provided
that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to
take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares,
in any jurisdiction where it is not now so subject.
(g) The
Company will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge, hedge, or otherwise
dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing or submission
(or participation in the filing or submission) of a registration statement with the SEC in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other
Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares; or publicly announce an intention
to effect any such transaction, for a period of 90 days after the date of this Agreement (the “Restricted Period”),
provided, however, that the Company may (i) effect the transactions contemplated hereby, (ii) issue and sell Ordinary Shares
pursuant to any employee stock option plan, stock incentive plan, stock ownership plan or dividend reinvestment plan of the Company in
effect at the Execution Time and described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement
(including the issuance of Ordinary Shares issuable upon the exercise of options to purchase Ordinary Shares granted thereunder), or
(iii) issue Ordinary Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(h) During
the Restricted Period, the Company will enforce the terms of all existing agreements, plans and arrangements restricting the transfer
by any holder of such holder’s Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares.
The Company will issue stop-transfer instructions to the transfer agent with respect to any transaction that would constitute a breach
of, or default under, such provisions. During the Restricted Period, the Company will enforce, and not waive or amend, such stop-transfer
instructions and any transfer restriction, including any “market standoff,” “holdback” or similar agreement or
provision, applicable to any such securities unless the Company shall have obtained the prior written consent of the Representative; provided
that this Section 5(h) shall not prohibit the Company from effecting such a waiver or amendment to permit a transfer of securities which
is permissible under the terms of the existing agreements, plans and arrangements restricting such transfers.
(i) The
Company will use its reasonable best efforts to maintain the listing for the Shares issued and sold by the Company on Nasdaq.
(j) The
Company will not take, directly or indirectly (without giving effect to activities by the Underwriters), any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Shares.
(k) The
Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing
with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus Supplement,
the Final Prospectus Supplement and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing
(or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the
Registration Statement, each Preliminary Prospectus Supplement, the Final Prospectus Supplement and any Issuer Free Writing Prospectus,
and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering
and sale of the Shares; (iii) the preparation, printing, authentication,
issuance and delivery of certificates for the Shares, including any transfer,
transaction, documentary, registration, stamp or issuance taxes in connection
with the original issuance and sale of the Shares to the Underwriters
(but not any such stamp or transfer taxes imposed on a subsequent transfer of the Shares,
which taxes shall not be subject to indemnification pursuant to this clause); (iv) the printing (or reproduction) and delivery of this
Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the
offering of the Shares; (v) the registration of the Shares under
the Exchange Act and the listing of the Shares on Nasdaq and the TASE; (vi) any registration or qualification of the Shares for
offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses
of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including
filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the reasonable fees
and expenses of counsel for the Underwriters relating to the offering contemplated by this Agreement; provided that the fees and
expenses of counsel for the Underwriters with respect to clauses (vi), (vii) and (viii) shall not exceed $125,000 in the aggregate; (ix)
the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective
purchasers of the Shares; (x) the fees and expenses of the Company’s
accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (xi) all other costs and
expenses incident to the performance by the Company of its obligations hereunder.
(l) The
Company agrees that, unless it has or shall have obtained the prior written consent of the Representative, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent
of the Company, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the
Company with the SEC or retained by the Company under Rule 433 under the Securities Act (“Rule 433”); provided
that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included
in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representative or the
Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied
and will comply, as the case may be, with the requirements of Rule 164 under the Securities Act (“Rule 164”) and Rule
433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
(m) The
Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period.
(n) If
at any time following the distribution of any Written Testing-the-Waters Communication, any event occurs as a result of which such Written
Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing
not misleading, the Company will (i) notify promptly the Representative so that use of the Written Testing-the-Waters Communication may
cease until it is amended or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to correct such statement
or omission; and (iii) supply any amendment or supplement to the Representative in such quantities as may be reasonably requested.
6. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Shares shall be subject to the
accuracy of the representations and warranties on the part of the Company in all material respects contained herein as of the Execution
Time and each Time of Delivery, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The
Final Prospectus Supplement, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b);
any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable
time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or
any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The
Company shall have requested and caused Ellenoff Grossman & Schole LLP, counsel for the Company to have furnished to the Representative
its opinion and its negative assurance letter, dated each Time of Delivery,
and addressed to the Representative, in a form reasonably acceptable to the Representative.
(c) The
Company shall have requested and caused Erdinast, Ben Nathan, Toledano & Co., Israeli counsel for the Company to have furnished to
the Representative its opinion, dated each Time of Delivery, and addressed
to the Representative, in a form reasonably acceptable to the Representative.
(d) The
Representative shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, such opinion
and negative assurance letter, dated each Time of Delivery and addressed
to the Representative, with respect to the issuance and sale of the Shares,
the Registration Statement, the Pricing Disclosure Package, the Final Prospectus Supplement (together with any supplement thereto) and
other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass upon such matters.
(e) The
Company shall have furnished to the Representative a certificate of the Company, signed by the General Counsel of the Company, dated each
Time of Delivery, regarding intellectual property statements contained in the
Registration Statement, the Pricing Disclosure Package, the Final Prospectus Supplement, in the form acceptable to the Representative.
(f) The
Company shall have furnished to the Representative a certificate of the Company, signed by the Chief Executive Officer and the Chief Financial
Officer of the Company, dated each Time of Delivery, to the effect that
the signers of such certificate have carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus
Supplement and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Shares,
and this Agreement and that:
(i) the
representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of such
Time of Delivery with the same effect as if made on such Time of Delivery and
the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior
to such Time of Delivery;
(ii) no
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since
the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Prospectus Supplement (exclusive
of any amendment or supplement thereto), there has been no Material Adverse Effect.
(g) The
Company shall have requested and caused Somekh Chaikin, a member firm of KPMG International,
to have furnished to the Representative, at the Execution Time and each Time of Delivery,
letters, dated respectively as of the Execution Time and as of each Time of Delivery,
in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants
“comfort letters” to underwriters.
(h) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus Supplement (exclusive of any amendment or supplement thereto), there shall not have been (i) any change
or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving
a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its
subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical
or inadvisable to proceed with the offering or delivery of the Shares as
contemplated by the Registration Statement (exclusive of any amendment thereof), the Pricing Disclosure Package and the Final Prospectus
Supplement (exclusive of any amendment or supplement thereto).
(i) Prior
to each Time of Delivery, the Company shall have furnished to the Representative
a Secretary’s Certificate, in form and substance reasonably satisfactory to the Representative and customary for the type of offering
contemplated by this Agreement.
(j) Prior
to each Time of Delivery, the Company shall have furnished to the Representative
such further information, certificates and documents as the Representative may reasonably request.
(k) The
Shares shall have been listed and admitted and authorized for trading on Nasdaq, and satisfactory evidence of such actions shall have
been provided to the Representative. In addition, prior to the Closing Date, the Shares shall have been approved in principle for
listing on the TASE by the TASE, subject only to official notice of issuance, and the Underwriters or their counsel shall have received,
on or prior to such date, a copy of such principle approval of the TASE for the listing for trade of the Shares, which approval (or a
final approval issued by the TASE for the listing of the such Shares) shall be in full force and effect on the Closing Date.
If any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for
the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the respective
Time of Delivery by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone confirmed
in writing.
7. Reimbursement
of Underwriters’ Expenses. If the sale of the Shares provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the
Representative on demand for all reasonable and documented expenses (including reasonable fees and disbursements of counsel for the Underwriters)
that shall have been incurred by them in connection with the proposed purchase and sale of the Shares.
8. Indemnification
and Contribution.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter
and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the
Exchange Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) directly arise out of or are directly based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement for the registration of the Shares as
originally filed or in any amendment thereof, or in any Preliminary Prospectus Supplement, the Pricing Disclosure Package or the Final
Prospectus Supplement, any Issuer Free Writing Prospectus (including, for the avoidance of doubt, in any road show as defined in Rule
433(h) under the Securities Act), or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto,
or directly arise out of or are directly based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any documented legal or other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representative specifically for inclusion therein. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for
inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability
which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the third and ninth full paragraphs
in the “Underwriting” section of the Preliminary Prospectus Supplement and the Final Prospectus Supplement constitute the
only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus Supplement,
the Pricing Disclosure Package, the Final Prospectus Supplement or any Issuer Free Writing Prospectus or any Written Testing-the-Waters
Communication.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense (it being understood,
however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in addition to local counsel)
to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.
(d) In
the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same)
(collectively, “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from
the offering of the Shares. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the
Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall
be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by
the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus Supplement. Relative fault shall be determined by reference to, among other things, whether any untrue or
any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided
by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall an Underwriter
be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such
Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph
(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate
and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Shares agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions
which the amount of Shares set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares set forth
opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of Shares which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares set forth in Schedule I hereto, the remaining
Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Shares, and if such non-defaulting
Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any non-defaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period,
not exceeding five Business Days, as the Representative shall determine in order that the required changes in the Registration Statement
and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned
by its default hereunder.
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior
to delivery of and payment for the Shares, if at any time prior to such delivery and payment (i) trading in the Company’s Ordinary
Shares shall have been suspended by the SEC, Nasdaq or the TASE or trading in securities generally on Nasdaq or the TASE shall have been
suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared
either by Israeli, Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking
or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration
by the United States or Israel of a national emergency or war, or other calamity or crisis or escalation thereof the effect of which on
financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering
or delivery of the Shares as contemplated by the Preliminary Prospectus Supplement or the Final Prospectus Supplement (exclusive of any
amendment or supplement thereto).
11. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents,
affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of
and payment for the Shares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered
or telefaxed to Canaccord Genuity LLC, As Representative of the Several Underwriters, 1 Post Office Square, 30th Floor, Boston, MA 02109,
Attention: Equity Capital Markets; or, if sent to the Company, will be mailed, delivered to HaHashmonaim St. 107, Tel Aviv-Yafo, Israel,
Attention: VP Legal.
13. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
14. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is
an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which
it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the
Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments
in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related
or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect,
or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
15. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
As used in this Section
15, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i)
the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the regulations promulgated thereunder.
16. Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
17. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
18. Jurisdiction.
The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees,
affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or
the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York,
and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to
the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company irrevocably appoints Cogency Global Inc.
as its authorized agent upon which process may be served in any such suit, action or proceeding, and agrees that service of process upon
such agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The
Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full
force and effect for a period of no less than seven years from the date of this Agreement.
19. Waiver
of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
20. Waiver
of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of
any court of (i) the State of Israel, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any
jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior
to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to it or its respective property and assets
or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest
extent permitted by applicable law.
21. Judgment
Currency. The obligations of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall,
notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day,
following receipt by any Underwriter of any sum adjudged to be so due in such other currency, on which such Underwriter may in
accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so
purchased are less than the sum originally due to such Underwriter in United States dollars hereunder, the Company agrees as a
separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States
dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the
Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.
22. Payments.
All payments made or deemed to be made under this Agreement by the Company to any of the Underwriters or their respective directors,
officers, employees, affiliates and agents and each person who controls any Underwriter within the meaning of either the Securities Act
or the Exchange Act, if any (each a “Payee”), will be made exclusive of and without withholding or deduction
for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by
or on behalf of the State of Israel or of any other jurisdiction in which the Company is organized or incorporated, engaged in business
for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a
payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having
power to tax, unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental
charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the receipt
by each such Payee, of the amounts that would otherwise have been receivable had such deduction or withholding not been required. Upon
request, the Company shall provide to the Representative evidence of any amounts withheld or deducted pursuant to the terms of this Section
22 and shall also provide to the Representative any official tax receipt or other documentation issued by the appropriate governmental
authorities with respect to the payment of such amounts to such governmental authorities. All sums payable or deemed payable by the Company
under this Agreement shall be considered exclusive of Israeli value added tax, sales tax or similar taxes, which taxes shall be borne,
paid, collected and remitted by the Company, if and as applicable.
23. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed
to include electronic signatures, deliveries or the keeping of records in electronic form. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated
hereunder by electronic means.
24. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
25. Definitions.
The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Business Day”
shall mean any day other than a Friday, Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City and Tel Aviv.
“Rule 158”,
“Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule
415”, “Rule 424”, “Rule 430A” and “Rule 433” refer to such rules under
the Securities Act.
[Signature page follows]
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
| |
Very truly yours, |
| |
|
| |
ARBE ROBOTICS LTD. |
| |
|
| |
By: |
/s/ Kobi Marenko |
| |
Name: |
Kobi Marenko |
| |
Title: |
Chief Executive Officer |
The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.
| CANACCORD GENUITY LLC |
|
| |
|
| By: |
/s/ Jennifer Pardi |
|
| Name: |
Jennifer Pardi |
|
| Title: |
Managing Director |
|
For itself and the other several Underwriters named in Schedule
I to the foregoing Agreement.
SCHEDULE I
| Underwriters | |
Number of
Firm Shares
to be
Purchased | | |
Number of
Optional
Shares to be
Purchased | |
| Canaccord Genuity LLC | |
| 7,187,500 | | |
| 1,078,125 | |
| Roth Capital Partners, LLC | |
| 1,796,875 | | |
| 269,531 | |
| Total | |
| 8,984,375 | | |
| 1,347,656 | |
SCHEDULE II
| Pricing Information |
|
|
|
|
| Price per Ordinary Share, to the public: |
|
$ |
3.20 |
|
| Firm Shares offered: |
|
|
8,984,375 |
|
| Optional Shares offered: |
|
|
1,347,656 |
|
SCHEDULE III
Written Testing-the-Waters Communication
None.
Issuer Free Writing Prospectus
None.
ANNEX A
Subsidiaries
United States
Arbe Robotics US Inc.
Autobot HoldCo. Inc.
People’s Republic of China
Shanghai Arbe Technologies Co., Ltd.
Exhibit 5.1
January 8, 2025
Arbe Robotics Ltd.
107 HaHashmonaim St.
Tel Aviv-Yafo
Israel
Ladies and Gentlemen,
We
are acting as Israeli counsel to Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”),
in connection with a public offering pursuant to the shelf registration statement on Form F-3 (File No. 333-269235), which was declared
effective on February 24, 2023, and the related Registration Statement on Form F-3 (Registration No. 333-284158) filed with the Securities
and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”) on
January 7, 2025 (collectively, the “Registration Statement”) and the prospectus supplement dated January 8, 2025 (the
“Prospectus”), relating to the offering by the Company of 10,332,031 ordinary shares of the Company, par value NIS
0.000216 each (the “Ordinary Shares”), through an offering in the U.S. (the "Offering"), issuable
pursuant to that certain underwriting agreement dated January 7, 2025, by and between the Company and Canaccord Genuity LLC, and all schedules
and exhibits attached thereto (the “Underwriting Agreement”, and the “Offered Securities”, respectively).
In
rendering the opinion set forth below, we have examined solely copies of: (i) the Articles of Association of the Company, as currently
in effect; (ii) resolutions of the board of directors of the Company; and (iii) such other corporate records, agreements, registration
statements, documents and other instruments, (iv) the Underwriting Agreement, and (v) such other corporate records, agreements, certificates
or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the
opinions hereafter set forth. Insofar as the opinions expressed herein involve factual matters, we have relied exclusively, without independent
investigation or verification, upon certificates of, and other communications with, officers of the Company.
In
making the examination described above, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, conformity and completeness of all documents submitted to us and the legal capacity and due authenticity of all persons
executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the veracity of all
facts communicated to us by the Company and its officers, and we have assumed that all consents, resolutions and minutes of meetings of
the Company’s board of directors, which have been provided to us are complete, true and accurate, have been properly prepared in
accordance with the Company’s incorporation documents and all applicable laws and that there are no additional contrast consents,
resolutions and minutes which have not been presented to us. We have also assumed that (i) prior
to the issuance of any of the Offered Securities under the Underwriting Agreement, the price,
number of Offered Securities and certain other terms of issuance with respect to any specific issuance notice delivered under the Underwriting
Agreement will be authorized and approved by the Company's board of directors or a pricing committee
of the Company's board of directors in accordance with Israeli law (the “Corporate Proceedings”) and (ii) upon the
issuance of any Offered Securities, the total number of Ordinary Shares issued and outstanding will not exceed the total number of Ordinary
Shares that the Company is then authorized to issue under its amended and restated Articles of Association then in effect.
The
opinions set forth herein are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance and transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting
the rights and remedies of creditors and secured parties; (ii) the effect of general principles of equity, whether applied in a proceeding
in equity or at law, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance, injunctive relief or other equitable remedies; (iii) the exercise of judicial or administrative
discretion; (iv) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification
of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; and
(v) the effect of statutes of limitations.
Based
upon the foregoing and in reliance thereon, assuming the completion of the Corporate Proceedings in connection with the delivery of a
specific issuance notice pursuant to the Underwriting Agreement, we are of the opinion that
the Offered Securities to be offered and sold under the Underwriting Agreement have been
duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Underwriting Agreement,
will be validly issued, fully paid and non-assessable.
The
opinions expressed herein are limited to matters governed by the laws of the State of Israel, and we express no opinion with respect to
the laws of any other country, state or jurisdiction or with respect to any matter governed by such laws. This opinion is expressly limited
to the matters set forth above, and we render no opinion, whether by implication or otherwise, in respect of any other matters.
The
opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters
set forth herein, and we undertake no duty to advise you of any such changes or to update our opinions.
The
opinions expressed herein represent the judgment of this law firm as to the legal matters addressed herein but they do not constitute
guarantees or warranties as to how a court may rule on such matters and should not be construed as such.
This
opinion is governed shall be exclusively governed by the laws of the State of Israel under all and any circumstances, and under all and
any proceedings shall be determined exclusively by the competent courts in the city of Tel Aviv, Israel. Our liability in connection with
this opinion is limited to the amounts actually paid to us by the Company in connection with the Offering. This opinion is rendered to
you subject to, based and in reliance on your agreement to comply with the exclusive choice of law and jurisdiction contained herein and
to refrain under all and any circumstances from initiating any proceedings or taking any legal action relating to this opinion outside
the State of Israel.
We
hereby consent to the filing of this opinion as an exhibit to the Company’s Report on Form 6-K, dated January 8, 2025, which is
incorporated by reference into the Prospectus. We also hereby consent to the reference to our firm
under the heading “Legal Matters” in the Prospectus, which forms a part of the Registration Statement, and in each case in
any amendment or supplement thereto. In giving this opinion, we do not admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder,
or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.
| |
Very truly yours, |
| |
|
| |
/s/ Erdinast, Ben Nathan, Toledano & Co |
| |
Erdinast, Ben Nathan, Toledano & Co |
Exhibit 99.1
Arbe
Robotics Ltd. Announces $29 Million Underwritten Registered Direct Offering
TEL AVIV, ISRAEL,
Jan. 07, 2025 (GLOBE NEWSWIRE) -- Arbe Robotics Ltd. (NASDAQ, TASE: ARBE) (“Arbe” or the “Company”), a
global leader in Perception Radar Solutions, today announced that it has priced an underwritten offering of 8,984,375 ordinary shares
at a purchase price of $3.20 per share.
Arbe estimates the gross proceeds from this
offering to be approximately $29 million before deducting underwriting discounts and commissions and other offering expenses. Arbe
expects to grant the underwriters a 30-day option to purchase up to an additional 1,347,656 ordinary shares at the public offering price,
less underwriting discounts and commissions. The offering is expected to close on or about January 8, 2025, subject to the satisfaction
of customary closing conditions. The Company intends to use the net proceeds from this offering for working capital and general corporate
purposes.
Canaccord Genuity is acting as sole bookrunner
for the offering.
The securities described above are being offered
pursuant to a registration statement on Form F-3 (File No. 333-269235), as amended, originally filed on January 13, 2023, with the Securities
and Exchange Commission (the “SEC”) and declared effective by the SEC on February 24, 2023. The offering is being made only
by means of a prospectus and a prospectus supplement which forms a part of the effective registration statement relating to the offering.
A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the
final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available,
by contacting Canaccord Genuity LLC, Attn: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Arbe Robotics, Ltd.
Arbe (Nasdaq: ARBE), a global leader in Perception
Radar solutions, is spearheading a radar revolution, enabling safe driver-assist systems today while paving the way to full autonomous-driving.
Arbe’s radar technology is 100 times more detailed than any other radar on the market and is a critical sensor for L2+ and higher autonomy.
The company is empowering automakers, Tier 1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array
of safety applications with advanced sensing and paradigm changing perception. Arbe is based in Tel Aviv, Israel, and has offices in China,
Germany, and the United States.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private
Securities Litigation Reform Act of 1995. The words “expect,” “believe,” “estimate,” “intend,”
“plan,” “anticipate,” “may,” “should,” “strategy,” “future,” “will,”
“project,” “potential” and similar expressions indicate forward-looking statements. Forward-looking statements are
predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result,
are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the timing and completion of the
offering, the grant to the underwriters of the option to purchase additional shares in the offering, the intended use of proceeds from
the offering, the ability of Arbe to achieve certain milestone events, Arbe’s perception radar performing as anticipated by Arbe, any
demonstration of Arbe’s perception radar being met in actual traffic conditions, market acceptance of Arbe’s perception radar, Arbe meeting
the conditions to the release of the net proceeds of its convertible note offering from escrow and meeting the covenants, the effect on
the Israeli economy generally and on Arbe’s business resulting from the terrorism and the hostilities in Israel and with its neighboring
countries including the effects of the continuing war with Hamas and any further intensification of hostilities with others, including
Iran and Hezbollah, and the effect of the call-up of a significant portion of Israel’s working population, including Arbe’s employees,
the effect of any potential boycott both of Israeli products and business and of stocks in Israeli companies, the effect of any downgrading
of the Israeli economy and the effect of changes in the exchange rate between the US dollar and the Israeli shekel, and the risk and uncertainties
described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors”
and “Item 5. Operating and Financial Review and Prospects” and in the Company’s Annual Report on Form 20-F for the year ended
December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, as well as other
documents filed by the Company with the SEC. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made, and the Company does not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Information contained on, or that can be accessed
through, Arbe’s website or any other website or any social media is expressly not incorporated by reference into and is not a part of
this press release.
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