PRZO ParaZero Technologies Ltd

As filed with the Securities and Exchange Commission on February 19, 2025

Registration No. 333-         

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

ParaZero Technologies Ltd.

(Exact name of registrant as specified in its charter)

 

Not Applicable
(Translation of Registrant’s name into English)

 

State of Israel		3728		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

1 Hatachana Street

Kfar Saba, 4453001, Israel

Tel: +972-50-275-3666

(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

 

ParaZero Technologies Ltd.

Global Share Incentive Plan (2022)

(Full title of the plan)

 

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: (302) 738-6680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

 

David Huberman, Esq. Greenberg Traurig, P.A. One Azrieli Center Round Tower, 30th floor 132 Menachem Begin Rd Tel Aviv 6701101 Telephone: +972 (0) 3.636.6000

Shy Baranov, Adv. Gornitzky & Co. Vitania Tel Aviv Tower 20 HaHarash Street Tel Aviv, 6761310 Telephone: +972 (3) 710.9191

 

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

 

ParaZero Technologies Ltd. (the “Company” or the “Registrant”) previously filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-278268) to register under the Securities Act of 1933, as amended (the “Securities Act”) (i) 366,172 ordinary shares, par value NIS 0.02 per share (the “Ordinary Shares”), of the Registrant issuable upon the exercise of options outstanding under the ParaZero Technologies Ltd. Global Share Incentive Plan (2022) (the “Plan”) and (ii) 243,984 Ordinary Shares of the Registrant reserved for issuance under the Plan. The previously-filed registration statement is referred to herein as the “Prior Registration Statement.”

 

In accordance with General Instruction E to Form S-8, the Company is filing this registration statement on Form S-8 solely to register an additional 2,500,000 Ordinary Shares which may be issued under the Plan over and above the number of Ordinary Shares issuable pursuant to the Plan that were registered under the Prior Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference in their entirety, with the exception of Items 3 and 8 of Part II of such Prior Registration Statement, each of which is amended and restated in its entirety herein.

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 

 

The following documents filed with the Securities and Exchange Commission (the “SEC”) by ParaZero Technologies Ltd. (the “Registrant”) are incorporated herein by reference.

 

(1)

The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 21, 2024;

 

(2)

The Registrant’s Report on Form 6-K filed with the SEC on January 23, 2024, January 26, 2024 (solely with respect to the first, second, and fifth paragraphs of the press release attached as Exhibit 99.1 thereto), February 9, 2024 (solely with respect to the first, second, and third paragraphs of the press release attached as Exhibit 99.1 thereto), February 20, 2024 (solely with respect to the first, second, and sixth paragraphs of the press release attached as Exhibit 99.1 thereto), February 27, 2024 (solely with respect to the first, second, third and fifth paragraphs of the press release attached as Exhibit 99.1 thereto), March 22, 2024, April 24, 2024, April 25, 2024, May 29, 2024, July 3, 2024, July 11, 2024, August 9, 2024, August 12, 2024, August 28, 2024, September 3, 2024, September 5, 2024, September 11, 2024, September 13, 2024, September 24, 2024, October 1, 2024, October 15, 2024, November 5, 2024, November 18, 2024, November 26, 2024, December 3, 2024, December 10, 2024, December 11, 2024, December 12, 2024, December 16, 2024, January 7, 2025, January 10, 2025, January 15, 2025, January 17, 2025, February 3, 2025, February 5, 2025, February 11, 2025, February 13, 2025 and February 18, 2025 (to the extent expressly incorporated by reference into the Registrant’s effective registration statements filed by us under the Securities Act); and

, 

(3)

The description of the registrant’s ordinary shares, par value NIS 0.02 per share, contained in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 21, 2024, including any amendment or report filed with the SEC for the purpose of updating such description.

 

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post- effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

ITEM 8. EXHIBITS

 

See attached Exhibit Index.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Kfar Saba, Israel, on February 19, 2025.

 

	PARAZERO TECHNOLOGIES LTD.
	By:	/s/ Boaz Shetzer
	Name:	Boaz Shetzer
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each of the undersigned officers and directors of ParaZero Technologies Ltd. hereby severally constitutes and appoints Boaz Shetzer and Regev Livne, the true and lawful attorney with full power to them, to sign for the undersigned and in his or her name in the capacities indicated below, any and all amendments, including the post-effective amendments, to this Registration Statement, and generally to do all such things in the undersigned’s name and behalf in such capacities to enable ParaZero Technologies Ltd. to comply with the applicable provisions of the Securities Act of 1933, as amended, and all rules and regulation thereunder, and all requirements of the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms all that said attorneys or any of them shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

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.

 

Signatures		Title		Date
/s/ Boaz Shetzer		Chief Executive Officer		February 19, 2025
Boaz Shetzer		(Principal Executive Officer)
/s/ Regev Livne		Chief Financial Officer		February 19, 2025
Regev Livne		(Principal Financial and Accounting Officer)
/s/ Amitay Weiss		Chairman of the Board of Directors, Director		February 19, 2025
Amitay Weiss
/s/ Moshe Revach		Director		February 19, 2025
Moshe Revach
/s/ Dr. Roy Borochov		Director		February 19, 2025
Dr. Roy Borochov
/s/ Tali Dinar		Director		February 19, 2025
Tali Dinar
/s/ Naama Falach Avrahamy		Director		February 19, 2025
Naama Falach Avrahamy
/s/ Yigal Shtief		Director		February 19, 2025
Yigal Shtief
/s/ Natan Israeli		Director		February 19, 2025
Natan Israeli

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ParaZero Technologies Ltd., has signed this Registration Statement on February 19, 2025.

 

	Puglisi & Associates
	Authorized U.S. Representative
	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

 

 

Exhibit Number		Description of Exhibit
3.1		Amended and Restated Articles of Association of the Registrant (filed as Exhibit 99.1 to our Current Report on Form 6-K furnished to the Securities and Exchange Commission on December 10, 2024, and incorporated herein by reference).
5.1*		Opinion of Gornitzky & Co., Israeli counsel to the Company, as to the legality of the securities being registered
23.1*		Consent of Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm
23.2*		Consent of Gornitzky & Co., Israeli counsel to the Company (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page of this Registration Statement)
99.1		ParaZero Technologies Ltd. Global Share Incentive Plan (2022) (filed as Exhibit 10.2 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on May 24, 2022, and incorporated herein by reference).
107*		Filing Fee Table

 

*	Filed herewith.

 

 

II-4

Exhibit 5.1

 

 

February 19, 2025

 

ParaZero Technologies Ltd.

1 Hatachna St.,

Kfar Saba, Israel 4453001

 

Re:  Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to ParaZero Technologies Ltd., an Israeli company (the “Company”), in connection with its preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Act”), pertaining to the registration of 2,500,000 Ordinary Shares, par value NIS 0.02 per share, of the Company (the “Plan Shares”) which may be issued under the Company’s Global Share Incentive Plan (2022) (the “Plan”).

 

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement; (ii) copy of the articles of association of the Company, as currently in effect; (iii) the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made inquiries of such officers and representatives, as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact relevant to the opinion set forth herein, we did not independently establish or verify such facts and we have relied upon certificates or comparable documents of officers or representatives of the Company. We have further assumed that the documents or copies thereof examined by us are true, complete and up-to-date and have not been amended, supplemented, rescinded, terminated or otherwise modified and that each individual grant under the Plan that has been made prior to the date hereof or will be made after the date hereof was and will be duly authorized by all necessary corporate action.

 

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

 

Based upon the foregoing and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that the Plan Shares have been duly authorized and, when issued and paid for pursuant to the terms of the Plan, the terms of any agreements relating to such issuance and the terms of the awards with respect thereto, will be validly issued, fully paid and nonassessable.

 

This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of any change of law that occurs, or of any facts, circumstances, events or developments of which we become aware, after the date of this opinion letter, even if they would alter, affect or modify the opinion expressed herein.

 

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Gornitzky & Co.
	Gornitzky & Co.

 

 

 

 

 

 

 

Exhibit 23.1

  

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 21, 2024 relating to the financial statements of ParaZero Technologies Ltd., appearing in the Annual Report on Form 20-F of ParaZero Technologies Ltd. for the year ended December 31, 2023.

 

/s/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
February 19, 2025

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-8

(Form Type)

 

ParaZero Technologies Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title(1)		Fee Calculation or Carry Forward Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid		Equity		Ordinary Shares, par value NIS 0.02 per share, reserved for issuance pursuant to the Global Share Incentive Plan (2022)(2)		Rule 457(c) and Rule 457(h)			2,500,000			$	1.355			$	3,387,500.00				0.0001531			$	518.63
		Total Offering Amounts														$	3,387,500.00							$	518.63
		Total Fees Previously Paid																						$	0.00
		Total Fee Offsets																						$	0.00
		Net Fee Due																						$	518.63

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also includes an indeterminate number of additional shares that become issuable under the ParaZero Technologies Ltd. Global Share Incentive Plan (2022) (the “Plan”), as a result of anti-dilution provisions described therein by reason of any dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration leading to an increase in the number of outstanding shares.
(2)	Represents ordinary shares issuable upon vesting or exercise of awards granted under the Plan as well as future award grants under the Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Company’s ordinary shares as quoted on the Nasdaq Capital Market on February 14, 2025.

 

 

 

---