---

We have granted the underwriters an option for a period of 30 days to purchase up to an additional 216,722 ordinary shares. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $1,943,997 and the total proceeds to us, before expenses, will be $30,455,955.

 

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the "Risk Factors" sections, starting on page S-6 of this prospectus supplement, on page 3 of the accompanying prospectus and under Item 3.D. — "Risk Factors" in our most recent Annual Report on Form 20-F, as well as the financial statements and notes thereto, and the other information incorporated by reference herein, before making an investment decision.

Radcom Ltd.

 

Overview

We believe we are a leading provider of Network Functions Virtualization, or NFV, service assurance and customer experience management solutions for communication service providers, or CSPs, who use our solutions to deliver high quality services, reduce churn, manage network performance, analyze traffic and enhance customer care. For more than three years, we have been a leading provider of software-based solutions and cloud native virtualized solutions.

MaveriQ, our cloud native and NFV-based software platform, incorporates cutting-edge technologies and a wealth of knowledge acquired by partnering with many of the industry's leading CSPs for over two decades.  Our carrier-grade solutions support both mobile and fixed networks and scale to terabit data bandwidths to enable big data analytics.  We have a strong track record of innovation, and we were the first-to-market with a software-based probe solution that is cloud native and supports NFV for next-generation software-centric networks.  

Since the AT&T virtualization plan is a major transformation in the industry and since AT&T is a very large scale carrier with a very large network, we have created MaveriQ A+ product releases focused on the needs of the top tier carriers, focused on very large scale deployments, high availability, geographic redundancy and advanced automation of deployments and automatic scaling and resolving errors of virtual probes. The ongoing work we do with AT&T has put us in a unique first mover position where our technology, coupled with the knowledge we have, and continue to gain, is valuable to CSPs migrating to NFV. We believe that the market recognizes that we have a cutting edge and a differentiated product from our competitors. We are leveraging this success in marketing activities and technical evaluations with other CSPs that are planning the migration of their networks to the next-generation NFV architecture.

Our solutions deliver specialized capabilities for virtualized infrastructure and next-generation mobile and fixed networks, such as Long Term Evolution (LTE), LTE-A, Voice over Long Term Evolution (VoLTE), IMS, Voice Over IP (VoIP), WiFi, Voice Over WiFi (VoWiFi), UMTS/GSM and mobile broadband and allow CSPs to monitor and proactively improve quality of experience for their subscribers. The key benefits of our solutions are:

·

advanced software-based architecture that is cloud native and includes a high degree of automation;

 

·

greater ability to install the solution as a virtual network functions for seamless integration into all NFV infrastructures;

 

·

ease and accelerated deployment of new services and migration to NFV;

 

·

improved customer retention;

 

·

reduced subscriber churn rates;

 

·

improved service availability and quality;

 

·

unique ability to correlate session information and provide an end to end view;

 

·

scalability for next-generation services;

 

·

enhanced ability to collect all network packets for a complete and comprehensive view of the network and the customer experience;

 

·

increased operational efficiency and lower costs;

 

·

the inclusion of support for multiple protocols for end-to-end network coverage;

 

·

the existence of both network-wide views and drilldown to an individual subscriber level;

 

·

the support for terabyte networks;

 

·

substantially quicker and smoother deployment of our solution;

 

·

real-time capabilities; and

 

·

end to end view of the customer experience.

Major CSPs are currently evaluating and/or moving parts of their network to support NFV, which moves control of the network into software-based solutions running on standard, non-proprietary third-party hardware. According to Infiniti Research, Inc., the global market for NFV software was valued at $2.43 billion in 2015 and will reach $10.33 billion by 2020, growing at a compound annual growth rate of 33.57%.

However, transitioning to NFV adds significant complexity when it comes to service assurance and customer experience management. Legacy probe and management solutions were not designed for NFV-based architectures. Whereas prior solutions focused on monitoring physical network devices, new solutions must also monitor internal Virtual Machine-to-Virtual Machine (VM-to-VM) communications between various virtualized network functions all hosted on the same server as well as communications between servers.

Our software-based solutions enable CSPs to manage next-generation, NFV-based architectures, in addition to existing physical networks. Our service assurance and customer experience management solutions monitor large volumes of data and support NFV-based network deployments, which are required by the substantial growth the CSPs need to support.

As new and existing customers seek to manage their existing networks while deploying or evaluating NFV-based architectures, we believe we are well positioned with our advanced cloud native and NFV-based solutions and industry track record.

In the last year, we have enhanced and expanded our presence in North America, to accommodate the growing needs of present and potential customers.

Our principal executive offices are located at 24 Raoul Wallenberg Street, Tel Aviv 69719  Israel, and our telephone number is +972 77-774-5000.  Our U.S. office is located at 6 Forest Avenue, Paramus, New Jersey, 07652.

Recent Developments

In September 2017, we entered into a new NFV contract with a world leading top tier CSP for our fully virtualized cloud native MaveriQ solution.  The NFV contract covers assurance for a virtualized network domain, which is the first part of the network which the CSP is moving to NFV. This contract  provides a framework for additional orders by the operator as this operator progresses in its NFV migration plans. The revenue from this contract is dependent on, among other factors, the pace of the migration of traffic and additional network elements to the NFV network by this operator.  We expect that the revenue from this initial phase may contribute over $5 million of revenues in 2018 and can potentially grow above that within the contract's framework.

We are in the final stages of signing a three year contract extension with an existing leading Tier 1 CSP in the APAC region to continue to provide and expand service assurance for their mobile network, and assure their future transformation to NFV. This three-year contract, together with an expansion contract signed earlier in 2017, is for total compensation of approximately $15 million.

·

Our estimated, unaudited revenue for the quarter ended September 30, 2017 was approximately $9.6 million compared to $7.7 million for the quarter ended September 30, 2016.

·

Our estimated unaudited cash and cash equivalents as of September 30, 2017 were approximately $33.6 million compared to $42.9 million as of December 31, 2016.

 

Ordinary shares offered		1,444,814 shares (1,661,536 shares, if the underwriters exercise their option to purchase additional shares in full)
Ordinary shares outstanding prior to the offering		11,717,389 shares
Ordinary shares to be outstanding after this offering		13,162,203 shares (13,378,925 shares, if the underwriters exercise their option to purchase additional shares in full)
Option to purchase additional shares		We have granted the underwriters an option for a period of 30 days after the date of the underwriting agreement to purchase up to 216,722 additional ordinary shares as described in “Underwriting.”
Use of proceeds		We expect the net proceeds from this offering will be approximately $26.2 million (or $30.2 million if the underwriters exercise their option to purchase additional shares in full) after deducting underwriting discounts and commissions, as described in “Underwriting,” and estimated offering expenses payable by us.  We intend to use the net proceeds from this offering for general corporate purposes, which include financing our operations, capital expenditures and corporate development. See “Use of Proceeds” on page S-9 of this prospectus supplement.
Risk factors		This investment involves a high degree of risk.  See "Risk Factors" beginning on page S-6 of this prospectus supplement, on page 3 of the accompanying prospectus and in the documents incorporated by reference herein (including under Item 3.D. — "Risk Factors" in our most recent Annual Report on Form 20-F) for a discussion of the risks you should carefully consider before deciding to invest in our ordinary shares.
NASDAQ Capital Market symbol		"RDCM"

SUMMARY CONSOLIDATED FINANCIAL DATA

 

 

RADCOM Ltd.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(1000s of dollars, except share and per share data)

 

These non-GAAP financial measures are provided to enhance the reader's overall understanding of our financial performance. By excluding non-cash stock-based compensation that has been expensed in accordance with ASC Topic 718, as well as inventory, importation tax and commission write-offs when applicable, our non-GAAP results provide information to both management and investors that is useful in assessing our core operating performance and evaluating and comparing its results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to evaluate financial results and to plan and forecast future periods.  The presentation of this additional information is not meant to be considered a substitute for the corresponding financial measures prepared in accordance with GAAP.

Pursuant to this offering, we will sell 1,444,814 newly issued ordinary shares, or approximately 12.4%, of our outstanding ordinary shares as of June 30, 2017. This sale and any future issuances or sales of a substantial number of ordinary shares in the public market, or the perception that such issuances or sales may occur, could adversely affect the price of our ordinary shares. In the future we may issue additional shares in connection with the exercise of existing options, which are eligible for, or may become eligible for, unrestricted resale. Any sales or registration of such shares in the public market or otherwise could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible, thus limiting our capital resources. The sale of shares issued upon the exercise of options and vesting of restricted share units granted pursuant to our employee stock purchase plan could also further dilute the holdings of our then existing shareholders.

 

---

If the underwriters exercise their option to purchase additional shares in full, and based on a public offering price of $19.50 per share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, the pro forma net tangible book value per share as of June 30, 2017 after this offering would be approximately $5.37 per share, the increase in the pro forma net tangible book value per share attributable to new investors would be approximately $1.82 per share and the dilution to new investors purchasing shares in this offering would be approximately $14.13 per share.

---

Prospectus

 

$50,000,000

 

 

Ordinary Shares

 

We may offer and sell from time to time in one or more offerings up to a total amount of $50,000,000 of our ordinary shares. Each time we sell ordinary shares pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus supplement and related free writing prospectuses may also add, update or change information contained in the prospectus. You should read this prospectus, any applicable prospectus supplement and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in our ordinary shares.

 

Our ordinary shares are traded on the NASDAQ Capital Market under the symbol “RDCM.”

 

Investing in our ordinary shares involves a high degree of risk. Risks associated with an investment in our ordinary shares will be described in any applicable prospectus supplement and are and will be described in certain of our filings with the Securities and Exchange Commission, as described in “Risk Factors” on page 3.

 

The ordinary shares may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, or through a combination of such methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of our ordinary shares with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of our ordinary shares and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on completeness or the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is May 4, 2016.

 

TABLE OF CONTENTS

 

About This Prospectus	1
Prospectus Summary	2
Risk Factors	3
Warning Regarding Forward-Looking Statements	3
Capitalization	4
Reasons for the Offer and Use of Proceeds	4
Price Range of our Ordinary Shares	4
Description of Our Ordinary Shares	5
Plan of Distribution	6
Expenses	7
Legal Matters	8
Experts	8
Where You Can Find More Information and Incorporation of Certain Information By Reference	8
Enforceability of Civil Liabilities	9

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer from time to time up to an aggregate of $50,000,000 of our ordinary shares in one or more offerings. We sometimes refer to our ordinary shares as the “securities” throughout this prospectus.

 

Each time we sell ordinary shares, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering. The prospectus supplement and any related free writing prospectuses may also add, update or change information contained in this prospectus. You should read carefully both this prospectus, the applicable prospectus supplement and any related free writing prospectus together with additional information described below under “Where You Can Find More Information and Incorporation by Reference” before buying the ordinary shares being offered.

 

This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. For further information about us or our ordinary shares, you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More Information and Incorporation by Reference.”

 

You should rely only on the information contained or incorporated by reference in this prospectus, a prospectus supplement and related free writing prospectuses. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

In this prospectus, references to the terms “RADCOM,” “the Company,” “we,” “us,” “our” and similar terms, refer to RADCOM Ltd., unless we state or the context implies otherwise. References to our “ordinary shares” mean our ordinary shares, par value New Israeli Shekels, or NIS, 0.20 per share.

 

PROSPECTUS SUMMARY

 

This summary highlights information contained in the documents incorporated herein by reference. Before making an investment decision, you should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference, carefully, including the sections entitled “Risk Factors” and “Warning Regarding Forward-Looking Statements.”

Overview

 

·

advanced software-based architecture  for rapid deployment and ease  of management;

·

improved customer retention;

·

reduced subscriber churn rates;

·

improved service availability;

·

ability to install the solution as a virtual network function for seamless integration into all NFV infrastructures;

·

collection of all network packets for a complete and comprehensive view of the network and the customer experience;

·

support for multiple protocols for end-to-end network coverage;

·

both network-wide views and drilldown to an individual subscriber level; and

·

support for terabyte networks.

 

 

Our principal executive offices are located at 24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel, and our telephone number is +972-77-7745-060.

 

RISK FACTORS

 

Investing in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus.

 

WARNING REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains and any prospectus supplement may contain, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, will contain forward-looking statements. These forward-looking statements include, but are not limited to, those statements regarding our process of deploying our software-based NFV solution,  our expectations regarding the increasing use of NFV solutions, leveraging our success in discussions with other CSPs, anticipated expenses, capital requirements and our needs for additional financing. In some cases, forward-looking statements are identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to differ materially from those projected. These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. The forward-looking statements contained in this prospectus are subject to risks and uncertainties, including in our most recent Annual Report on Form 20-F, under Item 3.D. – “Risk Factors” and in our other filings with the SEC. You are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as otherwise required by law, we are under no obligation to (and expressly disclaim any such obligation to) update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

 

CAPITALIZATION

 

The following table sets forth cash, cash equivalents and short-term investments and total capitalization as of December 31, 2015. The financial data in the following table should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2015 filed with the SEC on March 29, 2016, which have been incorporated by reference in this prospectus.

 

		As of December 31, 2015 (U.S. Dollars, in thousands)
Cash, cash equivalents and short-term bank deposits		$	8,759
Shareholders’ equity:
Ordinary Shares of NIS 0.20 par value: 20,000,000 shares authorized 8,674,717 shares issued and 8,638,685 shares outstanding.			372
Additional paid-in capital			70,270
Accumulated other comprehensive loss			(2,760	)
Accumulated deficit			(58,019	)
Total shareholders’ equity			9,863
Total capitalization		$	18,622

REASONS FOR THE OFFER AND USE OF PROCEEDS

 

Unless otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the net proceeds from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, capital expenditures and business development. The specific purpose of any individual issuance of securities will be described in the related prospectus supplement.

 

PRICE RANGE OF OUR ORDINARY SHARES

 

The following table sets forth for the periods indicated the high and low sales prices per ordinary share as reported on the NASDAQ Capital Market:

 

Annual Information:		Low				High
2013		$	2.21			$	7.35
2014			4.65				13.23
2015			9.59				14.93
Quarterly Information
First Quarter 2014		$	5.05			$	6.69
Second Quarter 2014			4.65				7.05
Third Quarter 2014			5.09				6.14
Fourth Quarter 2014			5.60				13.23
First Quarter 2015			9.62				11.97
Second Quarter 2015			9.59				10.93
Third Quarter 2015			9.67				11.65
Fourth Quarter 2015			9.60				14.93
Monthly Information:
September 2015		$	10.53			$	11.5
October 2015			9.6				11.2
November 2015			11.07				11.57
December 2015			12.26				14.93
January 2016			11.72				16.63
February 2016			12.89				15.84
March 2016 (through March 24)			13.05				14.69

 

DESCRIPTION OF OUR ORDINARY SHARES

 

The following is a summary description of our ordinary shares under our amended and restated memorandum  of association and articles of association, or Articles of Association. Our share capital is NIS 4,000,466, consisting of 20,000,000 ordinary shares NIS 0.20 par value per share, of which 8,638,685 were outstanding as of December 31, 2015, and 2,330 deferred shares NIS 0.20 par value per share, of which 0 were outstanding as of December 31, 2015. The ordinary shares do not have cumulative voting rights in the election of directors. As a result, the holders of ordinary shares that represent more than 50% of the voting power have the power to elect all the directors. The deferred shares confer upon their holders no rights other than the right to their par value upon liquidation of the Company.

 

Dividends. Our board of directors may declare dividends as it deems justified. Dividends may be paid in assets or shares of capital stock, debentures or debenture stock of us or of other companies.  Our board of directors may decide to distribute our profits among the shareholders.  Dividends that remain unclaimed after seven years will be forfeited and returned to us.  Unless there are shareholders with special dividend rights, any dividend declared will be distributed among the shareholders in proportion to their respective holdings of our shares for which the dividend is being declared. Neither our memorandum of association or our Articles of Association nor the laws of the State of Israel restrict in any way, the ownership or voting of ordinary shares by non-residents of Israel, except with regard to subjects of countries which are in a state of war with Israel who may not be recognized as owners of ordinary shares. If we are wound up, then aside from any special rights of shareholders our remaining assets will be distributed among the shareholders in proportion to their respective holdings. Our Articles of Association allow us to create redeemable shares, although at the present time we do not have any such redeemable shares.

 

Shareholder Meetings. The Company has two types of general shareholder meetings:  the annual general meeting and the extraordinary general meeting.  An annual general meeting must be held once in every calendar year, but not more than 15 months after the last annual general meeting.  We are required to give notice of general meetings (annual or extraordinary) no less than seven days before the general meetings.  We may provide notice of our general meetings by publishing such notice, either (1) on our website and/or (2) in one international wire service and/or (3) in any other common form of electronic dissemination. A quorum in a general meeting consists of two or more holders of ordinary shares (present in person or by proxy), who together hold at least one-third (1/3) of the voting power of the company.  If there is no quorum within an hour of the time set, the meeting , if convened upon requisition under Sections 63(b)(1) or (2), 64 or 65 of the Israeli Companies Law, or the Companies Law, shall be dissolved, but in any other case it shall be postponed until the same day in the next week, at the same time and place, or to any other time and place upon which the Chairman of our board of directors and the majority of the voting power represented at the meeting agree.  Every ordinary share has one vote.  A shareholder may only vote the shares for which all calls have been paid, except in separate general meetings of a particular class.  A shareholder may vote in person or by proxy, or, if the shareholder is a corporate body, by its representative.

 

Amending the Rights of Shareholders. Pursuant to the Israeli Companies Law and the Company's Articles of Association, the Company may change the rights of owners of shares of capital stock only with the approval of a majority of the holders of such class of stock present and voting at a separate general meeting called for such class of stock.  An enlargement of a class of stock is not considered changing the rights of such class of stock or any other class.

Election of Directors. Directors, other than external directors, are elected by the shareholders at the annual general meeting by the vote of the holders of a majority of the voting power represented at such meeting, or appointed by the board of directors.  In the event that any directors are appointed by the board of directors, their appointment is required to be ratified by the shareholders at the next shareholders' meeting following such appointment.  Our shareholders may remove a director from office subject to applicable law.  There is no requirement that a director own any of our capital shares.  Directors may appoint alternative directors in their place, with the exception of external directors, who may appoint an alternate director subject to limited circumstances in the applicable law.

 

External directors are elected for an initial term of three years and may be elected for up to two additional three-year terms (or more) subject to applicable law. External directors may be removed from office only under the limited circumstances set forth in the Israeli Companies Law.

 

 

PLAN OF DISTRIBUTION

 

 

 

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

 

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

 

We may also sell securities directly to one or more purchasers without using underwriters or agents.

 

Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us in the ordinary course of their businesses.

 

In connection with an offering, an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering.

 

Accordingly, to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also affect the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.

 

In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.

 

EXPENSES

 

We are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable, registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of our counsel. We estimate these expenses to be approximately $30,000 which at the present time include the following categories of expenses:

 

SEC registration fee		$	5,035
Legal fees and expenses		$	15,000
Accounting fees and expenses		$	8,000
Miscellaneous expenses		$	1,965
Total		$	30,000

 

 

In addition, we anticipate incurring additional expenses in the future in connection with the offering of our securities pursuant to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.

 

LEGAL MATTERS

 

The validity of the ordinary shares offered in this prospectus will be passed upon for us by Zysman, Aharoni, Gayer & Co., Tel Aviv, Israel. Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, New York, New York, is acting as our counsel in connection with United States securities laws.

 

EXPERTS

 

The consolidated financial statements of Radcom Ltd. appearing in Radcom Ltd's Annual Report (Form 20-F) for the year ended December 31, 2015, have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, (1) our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and (2) transactions in our equity securities by our officers and directors are exempt from Section 16 of the Exchange Act.

 

In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We also furnish reports on Form 6-K containing unaudited financial information for each calendar quarter and other material information that we are required to make public, that we file with, and that is made public by, any stock exchange on which our shares are traded, or that we distribute, or that is required to be distributed by us, to our shareholders.

You can read and copy any materials we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You may also access the information we file electronically with the SEC through our website at http://www. www.radcom.com. The information contained on, or linked from our website or the SEC’s website does not form part of this prospectus.

 

This prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect to us and the ordinary shares offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.

 

 

The following documents filed with or furnished to the SEC by our Company are incorporated by reference in this registration statement:

·

The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015;

·

The description of the Company’s ordinary shares, par value NIS 0.20 per share contained in the Company’s registration statement on Form 8-A filed pursuant to the Exchange Act on September 19, 1997, including any amendment or report filed which updates such description.

 

All subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. 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 prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information contained in this prospectus.

 

We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at RADCOM Ltd., 24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel, attention: Mr. Uri Birenberg, Chief Financial Officer, telephone number: +972-77-7745-060.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated in Israel, almost all of our executive officers and directors and the Israeli experts named herein are nonresidents of the United States, and a substantial portion of our assets and of such persons’ assets are located outside the United States. Service of process upon us and upon our directors and officers and the experts named in his prospectus, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

 

We have been informed by our legal counsel in Israel that it may be difficult to assert United States securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of United States securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If United States law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.

 

Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a final U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that:

·

the judgment is enforceable in the state in which it was given;

·

adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;

·

the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the state of Israel;

·

the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and

·

an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.

 

We have irrevocably appointed our subsidiary, RADCOM Equipment, Inc., as our agent to receive service of process in any action against us in the state and federal courts sitting in the City of New York, Borough of Manhattan arising out of any offering under this registration statement of which this prospectus forms a part, or any purchase or sale of securities in connection therewith. We have not given consent for this agent to accept service of process in connection with any other claim.

---