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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) | $ 1 (1) | 12/22/2023 | P | 23,952 | 12/22/2023 | 12/22/2028 | Ordinary Shares, par value NIS 0.0000769 per share | 23,952 | $ 0.125 (1) | 23,952 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LIEBERMAN GERALD M KIRYAT HADASSAH, MINRAV BUILDING, 5TH FLOOR JERUSALEM, L3 9112002 |
X | |||
| /s/ Dana Yaacov-Garbeli, Attorney-in-fact | 12/27/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Reporting Person entered into a Securities Purchase Agreement with the Issuer on December 20, 2023, pursuant to which, on December 22, 2023, the Reporting Person acquired an aggregate of 23,952 units for a purchase price of $0.835 per unit, each unit consisting of one share of the Issuer's ordinary shares, par value NIS 0.0000769 per share ("Ordinary Shares"), and one warrant, exercisable to purchase an Ordinary Share at an exercise price of $1.00 per share. The purchase price for each unit included $0.125 for the warrant in accordance with Nasdaq rules. |
| (2) | The Reporting Person's aggregate amount of Ordinary Shares in the Reporting Person's previous filings was inadvertently overstated by 11,200 shares. The aggregate amount has been properly adjusted in this Form 4. |
| (3) | These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (5) | These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (6) | These shares are owned by a Trust of which the Reporting Person's grandchild is the beneficiary, and the Reporting Person's spouse is the Trustee. The Reporting Person disclaims beneficial ownership of the securities held by this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |