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(d)        Criminal Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

 

(e)        Civil Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

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Item 3.

Source and Amount of Funds or Other Consideration.

The information set forth in the corresponding paragraph of the Statement with respect to DBSI (and, indirectly, the Reporting Individuals) is incorporated by reference herein.

 

All calculations of beneficial ownership percentage in this Amendment No. 10 are made on the basis of 31,426,586 Ordinary Shares outstanding as of January 16, 2018, which is based on information provided to DBSI by the Issuer upon DBSI’s inquiry.

 

(a)           DBSI is the beneficial owner of 9,001,634 Ordinary Shares of the Issuer, constituting 28.6% of the issued and outstanding Ordinary Shares of the Issuer. Such number of Ordinary Shares consists of the following:

 

(i)

1,109,951 remaining Ordinary Shares from among the Initial Shares purchased by DBSI from the Issuer at the Closing;

 

(ii)

4,255,319 First Warrant Shares, in the aggregate, issued to DBSI upon exercise of Warrants on August 29, 2016, November 9, 2016, January 18, 2017 and August 17, 2017; and

 

(iii)

3,636,364 Second Warrant Shares, in the aggregate, issued to DBSI upon exercise of Warrants on September 6, 2017, September 24, 2017 October 24, 2017 and January 16, 2018.

 

DBSI possesses sole power to vote and to dispose of all of the foregoing 9,001,634 Ordinary Shares.

 

Messrs. Yossi Ben Shalom and Barak Dotan, by virtue of their relationship with and interests in DBSI, may be deemed to control DBSI and consequently share the beneficial ownership of the foregoing 9,001,634 Ordinary Shares of the Issuer beneficially owned by DBSI, including the right to jointly direct the voting of, and disposition of, such shares.

 

(b)          The Reporting Persons and the other persons identified in Item 2 possess either sole power or shared power to vote and direct the vote, and sole power or shared power to dispose or to direct the disposition of, the Issuer’s Ordinary Shares as described in paragraph (a) above.

 

Type of Transaction and Date	Quantity of Ordinary Shares Sold/Purchased	Price Per Share	Total Price ($)
Sales:
January 9, 2018	-180,000*	$1.19	$214,200
January 16, 2018	-1,600,000**	$2.77	$4,432,000
Purchase of Shares vis Exercise of Warrants:
January 16, 2018	+1,454,546#	$0.55	$800,000
* This was a sale of Initial Shares by DBSI to an affiliate of Sphera Capital following the full exercise by Sphera Capital of the Sphera Capital Option, as a result of which DBSI was required to sell to Sphera Capital (or its affiliates) all 180,000 Ordinary Shares that were subject to that option.   ** This was the sale on the open market of Initial Shares that had been purchased by DBSI from the Issuer at the Closing.   # These are the final Second Warrant Shares issued to DBSI upon the exercise by DBSI of Warrants issued to it at the Closing (no further Warrants are held by DBSI following that exercise).

(d)     Not applicable.

 

(e)     Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Registration Rights

The description in Item 6 of the Statement of the registration rights granted by the Issuer to DBSI under each of the Purchase Agreement and the Registration Rights Agreement is incorporated by reference in response to this Item 6. Pursuant to those registration rights, as described in Amendment No. 1, the Issuer filed a shelf registration statement on Form F-3 with the SEC on June 15, 2016, for the public resale by DBSI of up to 5,299,655 Initial Shares (which constituted 2,649,828 Ordinary Shares following the Reverse Share Split), which was declared effective by the SEC on June 22, 2016. Also pursuant to those registration rights, on March 27, 2017, the Issuer filed an additional shelf registration statement on Form F-3 with the SEC, for the public resale by DBSI of up to 4,351,568 Ordinary Shares, which was declared effective by the SEC on March 31, 2017. Furthermore, on September 1, 2017, the Issuer filed an additional shelf registration statement on Form F-3 with the SEC, for the public resale by DBSI of up to 3,549,071 additional Ordinary Shares, which was declared effective by the SEC on September 13, 2017.

Rights to Acquire Additional Shares

Warrants

The description in Item 6 of the Statement of the Warrants issued by the Issuer to DBSI at the Closing is incorporated by reference in response to this Item 6. In addition, as reported in Items 1 and 5(c) of Amendment No. 1, in Items 1 and 5(c) of Amendment No. 2, in Items 1 and 5(c) of Amendment No. 3,  in Items 1 and 5(c) of Amendment No. 6, in Items 1 and 5(c) of Amendment No. 7, in Items 1 and 5(c) of Amendment No. 8 and in Items 1 and 5(c) of this Amendment No. 10, since the filing of the Statement— on August 29, 2016, November 9, 2016, January 18, 2017, August 17, 2017, September 6, 2017, September 24, 2017, October 24, 2017 and January 16, 2018— DBSI exercised Warrants to purchase 531,915, 2,127,660, 531,915 and 1,063,829 First Warrant Shares and 181,818, 636,364, 1,363,636 and 1,454,546 Second Warrant Shares, respectively. Following the last of those exercises, as of the date of this Amendment No. 10, DBSI no longer holds any Warrants.

Sphera Capital Option

The description of the Sphera Capital Option set forth in Item 6 of Amendment No. 5 is incorporated by reference in response to this Item 6. On January 9, 2018, Sphera Capital fully exercised the Sphera Capital Option, and as required, DBSI sold to an affiliate of Sphera Capital all 180,000 Ordinary Shares that were subject to that option, at a price per share of $1.19, for total consideration of $214,200.

Exhibit No.		Description
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”))
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)
3		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)
4		English summary of Option to Purchase Ordinary Shares of the Issuer, granted by DBSI to Sphera Capital Ltd. on January 25, 2017 (incorporated by reference to Exhibit 6 to Amendment No. 5)
5		Joint Filing Agreement pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended*

 

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Dated: January 22, 2018

 

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