As filed with the Securities and Exchange Commission on June 4, 2026
Registration No. 333-233724
Registration No. 333-236030
Registration No 333- 235368
Registration No. 333-267580
Registration No. 333-274604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS NO. 1
to
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALARUM TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| State of Israel | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
8 Yitzhak Sadeh Street
Tel-Aviv, 6777508 Israel
(Address and telephone number of Registrant’s principal executive offices)
NetNut Networks Inc.
4607 Library Rd Ste 220 #1067
Bethel Park, PA 15102
Tel: 973.506.8810
(Name, address, and telephone number of agent for service)
Copies to:
|
Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 660-3000 |
Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Tel Aviv (Har-Even & Co.) 28 HaArba’a St. HaArba’a Towers North Tower, 14th floor Tel Aviv, Israel 6473925 Tel: +972 74-758-0480 |
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
DEREGISTRATION OF UNSOLD SECURITIES
Alarum Technologies Ltd., a company incorporated under the laws of the State of Israel, or the Registrant, is filing these Post-Effective Amendments, or these Post-Effective Amendments, to the following Registration Statements on Form F-3, or each a Registration Statement and together, the Registration Statements, which have been previously filed by the Registrant with the Securities and Exchange Commission, or the SEC, to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:
| 1. | Registration Statement No. 333-233724 on Form F-3 filed with the SEC on September 12, 2019; |
| 2. | Registration Statement No. 333-236030 on Form F-3 filed with the SEC on January 23, 2020, as amended by Amendment No. 1 thereto filed with the SEC on January 29, 2020, and Amendment No. 2 thereto filed with the SEC on February 20, 2020; | |
| 3. | Registration Statement No. 333- 235368 on Form F-3 filed with the SEC on December 5, 2019; | |
| 4. | Registration Statement No. 333-267580 on Form F-3 filed with the SEC on September 23, 2022, as amended by Amendment No. 1 thereto filed with the SEC on October 28, 2022; and | |
| 5. | Registration Statement No. 333-274604 on Form F-3 filed with the SEC on September 20, 2023. |
The Registrant undertook to cause the Registration Statements to remain effective under the Securities Act of 1933, as amended, or the Securities Act, until the date as required by the registration rights agreement governing each respective Registration Statement, or collectively, the Registration Rights Agreements. As of today, the Registration Rights Agreements have expired and/or derivative securities with respect to such underlying American Depositary Shares, or ADSs, that were issuable upon exercise were registered that were subject thereto have been exercised and/or expired.
In connection with the above, the Registrant has terminated all offerings of its ADSs pursuant to each of the Registration Statements under the Securities Act. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any ADSs which remain unsold at the termination of the offering, the Registrant hereby removes from registration all ADSs registered under the Registration Statements that remain unsold as of the date hereof, if any, and terminates the effectiveness of each of the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of all such securities.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, State of Israel, on June 4, 2026.
| ALARUM TECHNOLOGIES LTD. | |||
| By: | /s/ Shachar Daniel | ||
| Name: | Shachar Daniel | ||
| Title: | Chief Executive Officer | ||
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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