As filed with the Securities and Exchange Commission on March 9, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHA TAU MEDICAL LTD.
(Exact name of Registrant as specified in its charter)
| State of Israel | Not applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
Kiryat HaMada St. 5 Jerusalem, Israel |
9777605 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Alpha Tau Medical Ltd. 2021 Share Incentive Plan
Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan
(Full Title of the Plan)
Alpha Tau Medical, Inc.
1 Union Street 3rd Floor
Lawrence, MA 01840
(833) 455-3278
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Joshua G. Kiernan Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Tel: (212) 906-1200 |
Shachar Hadar Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Alpha Tau Medical Ltd. (the “Registrant,” “we” or “our”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register (i) 3,520,289 additional ordinary shares, no par value (“Ordinary Shares”), of the Registrant reserved for issuance under the Alpha Tau Medical Ltd. 2021 Share Incentive Plan (the “2021 Plan”) resulting from an automatic annual increase as of January 1, 2026 and (ii) 880,097 additional Ordinary Shares reserved for issuance under the Alpha Tau Medical Ltd. 2021 Employee Share Purchase Plan (the “ESPP”) resulting from an automatic annual increase as of January 1, 2026. Registration Statements of the Registrant on Form S-8 relating to the 2021 Plan and ESPP are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 (File Nos. 333-264169, 333-270406, 333-277733 and 333-285745), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the ESPP, are incorporated herein by reference.
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Item 8. Exhibits.
| Incorporation by Reference | ||||||||||||
| Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date | Filed / Furnished | ||||||
| 4.1 | Amended and Restated Articles of Association of Alpha Tau Medical Ltd. | 20-F | 001-41316 | 1.1 | March 9, 2023 | |||||||
| 4.2 | Specimen Ordinary Share Certificate | F-4 | 333-258915 | 4.5 | January 5, 2022 | |||||||
| 5.1 | Opinion of Meitar | Law Offices. | * | ||||||||||
| 23.1 | Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered accounting firm | * | ||||||||||
| 23.2 | Consent of Meitar | Law Offices (included in Exhibit 5.1). | * | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of the Registration Statement). | * | ||||||||||
| 99.1 | 2021 Share Incentive Plan of Alpha Tau Medical Ltd. | F-4 | 333-258915 | 10.8 | December 1, 2021 | |||||||
| 99.2 | 2021 Employee Share Purchase Plan of Alpha Tau Medical | F-4 | 333-258915 | 10.9 | December 1, 2021 | |||||||
| 107 | Filing Fee Table | * | ||||||||||
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jerusalem, Israel, on March 9, 2026.
| ALPHA TAU MEDICAL LTD. | |||
| By: | /s/ Uzi Sofer | ||
|
Name: |
Uzi Sofer | ||
| Title: | Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Uzi Sofer and Raphi Levy, and each of them, individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | |||
| /s/ Uzi Sofer | Chief Executive Officer & Chairperson | March 9, 2026 | |||
| Uzi Sofer | (Principal Executive Officer) | ||||
| /s/ Raphi Levy | Chief Financial Officer | March 9, 2026 | |||
| Raphi Levy | (Principal Financial Officer and Principal Accounting Officer) | ||||
| /s/ Ruth Alon | Director | March 9, 2026 | |||
| Ruth Alon | |||||
| /s/ Michael Avruch | Director | March 9, 2026 | |||
| Michael Avruch | |||||
| /s/ S. Morry Blumenfeld, Ph.D. | Director | March 9, 2026 | |||
| S. Morry Blumenfeld, Ph.D. | |||||
| /s/ Maya Netser | Director | March 9, 2026 | |||
| Maya Netser | |||||
| /s/ Alan Adler | Director | March 9, 2026 | |||
| Alan Adler | |||||
| /s/ David Milch | Director | March 9, 2026 | |||
|
David Milch
|
|||||
| /s/ Nadav Kidron | Director | March 9, 2026 | |||
| Nadav Kidron |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Alpha Tau Medical Ltd. has signed this registration statement on Form S-8 on March 9, 2026.
| ALPHA TAU MEDICAL INC. | ||
| By: | /s/ Uzi Sofer | |
| Name: | Uzi Sofer | |
| Title: | President and Director | |
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