RADA ELECTRONIC INDUSTRIES LTD.
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(Name of Issuer)
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Ordinary Shares, NIS 0.03 par value
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(Title of Class of Securities)
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M81863124
(CUSIP Number) |
February 16, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. M81863124
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13D/A
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS:
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DBSI Investments Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) ☐ (b) ☒ |
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3
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SEC Use Only
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER:
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13,423,907 (1)
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8
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SHARED VOTING POWER:
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0
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9
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SOLE DISPOSITIVE POWER:
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13,243,907 (1)
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10
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SHARED DISPOSITIVE POWER:
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180,000 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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13,423,907 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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50.7% (3)
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14
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TYPE OF REPORTING PERSON:
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CO
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CUSIP No. M81863124
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13D/A
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS:
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Barak Dotan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) ☐ (b) ☒ |
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3
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SEC Use Only
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4
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SOURCE OF FUNDS:
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OO
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Israel
|
|
|
|||
|
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
|
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0
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|||
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||||
8
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SHARED VOTING POWER:
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13,423,907 (1)
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9
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SOLE DISPOSITIVE POWER:
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0
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10
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SHARED DISPOSITIVE POWER:
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13,423,907 (1) (2)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
||
13,423,907 (1)
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
|
||
☐
|
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|||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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50.7% (3)
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14
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TYPE OF REPORTING PERSON:
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IN
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CUSIP No. M81863124
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13D/A
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS:
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Yossi Ben Shalom
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) ☐ (b) ☒ |
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|||
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||||
3
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SEC Use Only
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||||
4
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SOURCE OF FUNDS:
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OO
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
|
|
|
||
☐
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|||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
|
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Israel
|
|
|
|||
|
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
|
|
|
0
|
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|||
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|
||||
8
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SHARED VOTING POWER:
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13,423,907 (1)
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||||
9
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SOLE DISPOSITIVE POWER:
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0
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||||
10
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SHARED DISPOSITIVE POWER:
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13,423,907 (1) (2)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
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13,423,907 (1)
|
|
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|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
|
||
☐
|
|
|
|||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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50.7% (3)
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|||
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||||
14
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TYPE OF REPORTING PERSON:
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IN
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Item 1.
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Security And Issuer.
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Item 2.
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Identity and Background
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· |
paragraphs (b)-(c) and (f) of Item 2, concerning DBSI;
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· |
paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s executive officers and directors;
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· |
paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s controlling shareholders;
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· |
paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Barak Dotan; and
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· |
paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Yossi Ben Shalom
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(i) |
5,532,224 remaining Ordinary Shares from among the Initial Shares purchased by DBSI from the Issuer at the Closing;
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(ii) |
531,915, 2,127,660 and 531,915 First Warrant Shares issued to DBSI upon exercise of Warrants on August 29, 2016, November 9, 2016 and January 18, 2017, respectively;
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(iii) |
1,063,829 remaining First Warrant Shares issuable to DBSI upon exercise of additional outstanding Warrants; and
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(iv) |
3,636,364 Second Warrant Shares issuable to DBSI upon exercise of outstanding Warrants.
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Type of Transaction and Date
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Quantity of
Ordinary Shares
Sold/Purchased
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Price
Per
Share
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Total ($)
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|||||||||
Sales:
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February 14, 2017*
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15,500
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$
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1.3039
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$
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20,210
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February 15, 2017*
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100
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$
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1.30
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$
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130
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February 16, 2017*
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20,100
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$
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1.30
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$
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26,130
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February 16, 2017**
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847,100
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$
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1.1901
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$
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1,008,125
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(*) These sales were made on the NASDAQ Stock Exchange under a plan adopted by DBSI in accordance with the safe harbor provided by Rule 10b5-1 under the Exchange Act.
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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1 |
Purchase Agreement, dated as of April 14, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.4 to the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on May 16, 2016 (hereafter, the “Issuer’s 2015 Form 20-F”))
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2 |
Registration Rights Agreement, dated as of April 14, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.5 to the Issuer’s 2015 Form 20-F)
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3 |
Convertible Loan Agreement, dated as of April 14, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.6 to the Issuer’s 2015 Form 20-F)
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4 |
First Amendment to Convertible Loan Agreement, dated as of May 15, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.7 to the Issuer’s 2015 Form 20-F)
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5 |
Warrant to Purchase Ordinary Shares of the Issuer, dated April 14, 2016, issued by the Issuer to DBSI (incorporated by reference to Exhibit 4.8 to the Issuer’s 2015 Form 20-F)
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6 |
English summary of Option to Purchase Ordinary Shares of the Issuer, granted by DBSI to Sphera Capital Ltd. on January 25, 2017*
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7 |
Joint Filing Agreement pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended*
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DBSI INVESTMENTS LTD.
|
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/s/ Barak Dotan
|
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Barak Dotan
|
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Director
|
/s/ Yossi Ben Shalom
|
Yossi Ben Shalom
|
Director
|