UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PERION NETWORK LTD.
(Exact name of registrant as specified in its charter)
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Israel
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Not applicable
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2 Leonardo Da Vinci Street, 24th Floor
Tel Aviv, Israel 6473309
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
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Rights to Purchase Ordinary Shares, par value NIS 0.03 per share
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: _____ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Item 1. Description of Registrant’s Securities to be Registered.
On April 3, 2025, the Board of Directors of Perion Network Ltd. (the “Company”) approved the issuance by the Company of one special
purchase right (a “Right”), for each ordinary share, par value 0.03 New Israeli Shekels per share, of the Company (“Ordinary Share”) outstanding at the close of business
on April 14, 2025, to the shareholders of record on that date. In connection with the issuance of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of April 3, 2025,
between the Company and Equiniti Trust Company, LLC, as rights agent.
Each Right entitles the registered holder thereof to purchase from the Company one half Ordinary Share at a price of $0.01 per Ordinary Share, subject to adjustment, once the
Rights become exercisable, and subject to the exercise terms and conditions thereof described in the Rights Agreement.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is
incorporated herein by reference to the description set forth in the “Contents” of the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”)
on April 3, 2025 (the “Form 6-K”), and is qualified in its entirety by reference to the full text of the Rights Agreement, which serves as Exhibit 4.1 to the Form 6-K.
Item 2. Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
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PERION NETWORK LTD.
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By:
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/s/ Elad Tzubery
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Name:
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Elad Tzubery
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Title:
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Chief Financial Officer
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Date: April 3, 2025