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22,871,975 Ordinary Shares
This prospectus relates to the resale from time to time of up to 22,871,975 ordinary shares (the “Shares”), par value NIS 2.5 per share (the “ordinary shares”), consisting of 22,871,975 ordinary shares issuable upon the exercise of outstanding warrants (the “Private Warrants”) held by the selling shareholders named herein (the “Selling Shareholders”).
The Selling Shareholders may offer the Shares from time to time directly or through underwriters, broker or dealers and in one or more public or private transactions at market prices prevailing at the time of sale, at fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices, as further described herein. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. If the Shares are sold through underwriters, broker-dealers or agents, the Selling Shareholders or purchasers of the Shares will be responsible for underwriting discounts or commissions or agents’ commissions. The timing and amount of any sale is within the sole discretion of the Selling Shareholders.
We are not selling any ordinary shares and will not receive any proceeds from the sale of the Shares by the Selling Shareholders under this prospectus. Upon the exercise of the Private Warrants for all 22,871,975 of our ordinary shares by payment of cash, however, we will receive aggregate gross proceeds of approximately $10.15 million.
Our ordinary shares are listed on The NASDAQ Capital Market under the symbol “SPCB.” On April 30, 2024, the last reported sale price of our ordinary shares on The Nasdaq Capital Market was $0.2215 per share.
You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find Additional Information,” carefully before you invest in any of our securities.
