INVZW Innoviz Technologies Ltd

		Per Unit				Total
Offering price		$	1.39			$	39,999,999.42
Placement agent fees(1)		$	0.072975			$	2,099,999.97
Proceeds, before expenses, to Innoviz		$	1.317025			$	37,899,999.45

(1)

See “Plan of Distribution” beginning on page S‑35 of this prospectus supplement for more information concerning placement agent compensation. We have engaged WestPark Capital, Inc. (“WestPark” or the “placement agent”) as our placement agent to use its “best efforts” to solicit offers to purchase our securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities.

Sole Placement Agent WestPark Capital, Inc.

PROSPECTUS
	Page
ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE	2
CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS	4
THE COMPANY	6
RISK FACTORS	8
USE OF PROCEEDS	9
DIVIDEND POLICY	10
DESCRIPTION OF ORDINARY SHARES AND EXISTING WARRANTS	11
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	20
DESCRIPTION OF UNITS	21
GLOBAL SECURITIES	22
PLAN OF DISTRIBUTION	25
TAXATION	27
EXPENSES	28
FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS	29
EXPERTS	29
ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR  SERVICE OF PROCESS IN THE UNITED STATES	29
AUTHORIZED REPRESENTATIVE	30

•

the realization of any of the risk factors presented in this prospectus supplement, the accompanying prospectus and in any related free writing prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus supplement or the accompanying prospectus;

•

actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues (including NREs), operating losses, results of operations, level of indebtedness, liquidity or financial condition;

•

availability of capital to fund our contracts and our growth;

•

additions and departures of key personnel;

•

failure to comply with the requirements of Nasdaq;

•

failure to comply with the Sarbanes‑Oxley Act or other laws or regulations;

•

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities including due to the expiration of contractual lock‑up agreements or the exercise of warrants;

•

publication of research reports about us;

•

the performance and market valuations of other similar companies;

•

failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

•

new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us;

•

commencement of, or involvement in, litigation involving us;

•

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

•

speculation in the press or investment community;

•

actual, potential or perceived control, accounting or reporting problems;

•

changes in accounting principles, policies and guidelines; and

•

other events or factors, including those resulting from war, acts of terrorism, infectious diseases, health epidemics and pandemics (including the COVID‑19 public health emergency), natural disasters or responses to these events.

•

our limited operating history and evolving business model makes evaluating our business and future prospects difficult and may increase the risk of your investment;

•

continued pricing pressures, automotive original equipment manufacturers (“OEM”) cost reduction initiatives and the ability of automotive OEMs to re‑source or cancel vehicle or technology programs may result in lower than anticipated margins, or in incremental losses, which may adversely affect our business;

•

we are creating innovative technologies by designing and developing unique components, and the high price of, or low yield in, these components may affect our ability to sell at competitive prices, or may lead to losses;

•

there are significant risks to providing our products as a direct supplier to customers;

•

we expect to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce our profitability or increase our losses and may not generate revenue for our company;

•

we will likely need to obtain additional funds in the future in order to execute our business plan and these funds may not be available to us when we need them, and our business, prospects, financial condition and operating results could be negatively affected;

•

we are substantially dependent on a limited number of customers. The automotive industry is comprised of a relatively small number of players, which makes each design win material for us, and our business could be materially and adversely affected if any of our customers terminate our programs following such wins;

•

designing and manufacturing LiDARs on a mass‑production scale requires meeting stringent quality requirements and we may face significant challenges and complexities in this process;

•

the period of time from a design win to implementation is long and we are subject to the risk of cancellations or postponements of contracts or failure to successfully meet customers’ requirements for start of production (“SOP”);

•

certain of our strategic, development and supply arrangements could be terminated or may not materialize into long-term contract partnership arrangements;

•

we target many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected;

•

we continue to implement strategic initiatives designed to grow our business. These initiatives may prove more costly than we currently anticipate and we may not succeed in increasing our revenues by an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability;

•

the first vehicles deploying our LiDAR technology and software became commercially available to end users in 2024. If any vehicles deploying our LiDAR technology and software are involved in traffic accidents or collisions actually or allegedly resulting from undetected defects, errors, or bugs in our products, or if our products actually or allegedly fail to perform as expected, we may be exposed to product liability, warranty and other claims, in addition to a decline in the market adoption of our products, damage to our reputation with current or prospective customers, or increased regulatory scrutiny of our solutions, which would adversely affect our operating costs, business and prospects;

•

we operate in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than ours; and

•

the other matters described in the section entitled “Risk Factors” beginning on page S‑9 of this prospectus supplement and other risk factors contained in our Annual Report and our subsequent filings with the SEC that we incorporated by reference herein.

•

research and development activities;

•

commercializing our product sales;

•

funding our continuing operations;

•

expanding our production capabilities to produce LiDAR solutions;

•

outsourcing the production of our LiDAR solutions; and

•

producing inventory of our LiDAR solutions.

•

on an actual basis; and

•

on an as adjusted basis to reflect the issuance and sale of units in this offering at the offering price of $1.39 per unit, after deducting the placement agent fees and offering expenses payable by us (and assuming no exercise of any of the warrants offered hereby).

		As of September 30, 2024
		Actual				As adjusted
		(in thousands, except share and per share data)
Cash and cash equivalents, bank deposits, short‑term restricted cash and marketable securities		$	87,735			$	125,031
Total debt		$	—			$	—
Ordinary Shares of no par value: 500,000,000 shares authorized, 168,371,170 shares issued and outstanding, actual; 500,000,000 shares authorized, 197,148,148 shares issued and outstanding, as adjusted			—				—
Additional paid‑in capital			804,077				841,373
Accumulated deficit			(711,449	)			(711,449	)
Total shareholders’ equity		$	92,628			$	129,924
Total capitalization		$	92,628			$	129,924

•

16,231,141 existing warrants outstanding as of December 31, 2024, each entitling its holder to purchase one ordinary share at an initial exercise price equal to $11.50 per share;

•

2,402,178 ordinary shares issuable as earnout share consideration in the event the price of the ordinary shares exceeds $12.50 for any period of ten out of twenty consecutive trading days prior to April 5, 2025;

•

the warrants issued as part of this offering;

•

10,857,287 ordinary shares issuable upon the exercise of options outstanding under our equity incentive plans as of December 31, 2024, at a weighted average exercise price of $4.76 per share;

•

16,859,323 ordinary shares issuable upon the vesting of RSUs outstanding under our equity incentive plans as of December 31, 2024; and

•

1,282,260 ordinary shares reserved for future issuance under our equity incentive plan, which number is prior to the reduction of the ordinary shares subject to any outstanding options or RSUs granted subsequent to December 31, 2024, as well as any future increases in the number of ordinary shares for future issuances under our equity incentive plan.

Offering price per unit						$	1.39
Net tangible book value per share as of September 30, 2024		$	0.55
Increase in net tangible book value per share attributable to this offering			0.11
As adjusted net tangible book value per share after this offering							0.66
Dilution per share to new investors in this offering						$	0.73

•

Amortization of the cost of purchased patents, rights to use a patent, and know‑how, which are used for the development or advancement of the Industrial Enterprise, over an eight‑year period, commencing on the year in which the Industrial Company began to use them;

•

Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies; and

•

Expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

•

The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•

The research and development must be for the promotion of the company; and

•

The research and development is carried out by or on behalf of the company seeking such tax deduction.

•

banks, financial institutions or insurance companies;

•

real estate investment trusts or regulated investment companies;

•

dealers or brokers;

•

traders that elect to mark to market;

•

tax exempt entities or organizations;

•

“individual retirement accounts” and other tax deferred accounts;

•

certain former citizens or long term residents of the United States;

•

persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

•

persons subject to any alternative minimum tax;

•

persons that acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation for the performance of services;

•

persons holding our ordinary shares or warrants as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;

•

partnerships or other pass through entities and persons holding ordinary shares or warrants through partnerships or other pass through entities; or

•

holders that own directly, indirectly or through attribution 10% or more of the total voting power or value of all of our outstanding shares.

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

•

any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares and warrants (or shares of any of our subsidiaries that are Lower-Tier PFICs, as defined and discussed below); and

•

any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares and certain distributions received on shares of any of our subsidiaries that are Lower-Tier PFICs, as defined and discussed below).

•

the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares and warrants;

•

the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

•

the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

•

May not engage in any stabilization activity in connection with our securities; and

•

May not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

•

the judgment was rendered by a court of competent jurisdiction, according to the laws of the state in which the judgment is given;

•

the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted; and

•

the judgment is not contrary to public policy of Israel.

•

the prevailing law of the foreign state in which the judgment is rendered does not allow for the enforcement of judgments of Israeli courts (subject to exceptional cases);

•

the defendant did not have a reasonable opportunity to be heard and to present his or her evidence, in the opinion of the Israeli court;

•

the enforcement of the civil liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel;

•

the judgment was obtained by fraud;

•

the judgment was rendered by a court not competent to render it according to the rules of private international law prevailing in Israel;

•

the judgment conflicts with any other valid judgment in the same matter between the same parties; or

•

an action between the same parties in the same matter was pending in any Israeli court or tribunal at the time at which the lawsuit was instituted in the foreign court.

•

the Company’s Annual Report on Form 20‑F for the fiscal year ended December 31, 2023 filed with the SEC on March 12, 2024.

•

the Company’s Reports on Form 6‑K furnished to the SEC on August 8, 2024 (with respect to (a) the financial information included in the consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows contained in Exhibit 99.1 and (b) Exhibit 99.2 to the Report on Form 6‑K), October 31, 2024, November 7, 2024, November 13, 2024 (with respect to the financial information included in the consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows contained in Exhibit 99.1 to the Report on Form 6‑K), December 17, 2024 and January 3, 2025; and

•

the description of the Company’s ordinary shares contained in the Company’s registration statement on Form 8‑A (File No. 001‑40310), filed with the SEC on April 5, 2021, including any amendments or reports filed for the purpose of updating such description.

•

the Company’s Annual Report on Form 20‑F for the year ended December 31, 2021 filed with the SEC on March 30, 2022 (the “Annual Report”);

•

the Company’s Reports on Form 6-K furnished to the SEC on May 25, 2022, July 15, 2022, August 9, 2022, August 18, 2022 and September 13, 2022; and

•

the description of the Company’s ordinary shares contained in the Company’s registration statement on Form 8‑A (File No. 001‑40310), filed with the SEC on April 5, 2021, including any amendments or reports filed for the purpose of updating such description.

•

we have a limited operating history with a history of losses and we expect losses in future periods may be significant;

•

our limited operating history and evolving business model makes evaluating our business and future prospects difficult and may increase the risk of your investment;

•

we are creating innovative technologies by designing and developing unique components and the high price of or low yield in these components may affect our ability to sell at competitive prices, or may lead to losses;

•

there are significant risks to providing our products as a direct supplier to customers;

•

we expect to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce our profitability or increase our losses and may not generate revenue for our company;

•

we may experience significant delays in the design, production and launch of our LiDAR products for autonomous driving systems, which could harm our business, prospects, financial condition and operating results;

•

we are substantially dependent on our design win with BMW and our relationship with Magna, and our business could be materially and adversely affected if the BMW L3 Program would be terminated;

•

the period from a design win to implementation is long and we are subject to the risks of not achieving design wins, cancellations or postponements of contracts or unsuccessful implementation;

•

we may need to raise additional funds in the future in order to execute our business plan and these funds may not be available to us when we need them; additionally, if we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected;

•

if market adoption of LiDAR for autonomous vehicles does not continue to develop, or develops more slowly than we expect, our business will be adversely affected;

•

we target many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions and if we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected;

•

we continue to implement strategic initiatives designed to grow our business as these initiatives may prove more costly than we currently anticipate and we may not succeed in increasing our revenues by an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability;

•

the markets in which we compete are characterized by rapid technological change, which require us to continue to develop new products and product innovations, and could adversely affect market adoption of our products;

•

certain of our strategic, development and supply arrangements could be terminated or may not materialize into long‑term contract partnership arrangements;

•

we may experience difficulties in managing our growth and expanding our operations;

•

continued pricing pressures, automotive original equipment manufacturers (“OEM”) cost reduction initiatives and the ability of automotive OEMs to re‑source or cancel vehicle or technology programs may result in lower than anticipated margins, or losses, which may adversely affect our business; and

•

the other matters described in the section entitled “Risk Factors” beginning on page 8 of this prospectus and other risk factors contained in our Annual Report and our subsequent filings with the SEC that we incorporated by reference herein.

•

the title and ranking of the debt securities (including the terms of any subordination provisions);

•

the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;

•

any limit on the aggregate principal amount of the debt securities;

•

the date or dates on which the principal of the securities of the series is payable;

•

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

•

the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;

•

the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;

•

any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

•

the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

•

the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

•

whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

•

the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

•

the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

•

the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;

•

if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

•

the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

•

any provisions relating to any security provided for the debt securities;

•

any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

•

any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;

•

any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;

•

the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;

•

any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and

•

whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees.  (Section 2.2)

•

we are the surviving entity or the successor person (if other than Innoviz) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction or the state of Israel and expressly assumes our obligations on the debt securities and under the indenture; and

•

immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.

•

default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);

•

default in the payment of principal of any security of that series at its maturity;

•

default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or Innoviz and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

•

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Innoviz; and

•

any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.  (Section 6.1)

•

that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and

•

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.  (Section 6.7)

•

to cure any ambiguity, defect or inconsistency;

•

to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;

•

to provide for uncertificated securities in addition to or in place of certificated securities;

•

to add guarantees with respect to debt securities of any series or secure debt securities of any series;

•

to surrender any of our rights or powers under the indenture;

•

to add covenants or events of default for the benefit of the holders of debt securities of any series;

•

to comply with the applicable procedures of the applicable depositary;

•

to make any change that does not adversely affect the rights of any holder of debt securities;

•

to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;

•

to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or

•

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.  (Section 9.1)

•

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

•

reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;

•

reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

•

reduce the principal amount of discount securities payable upon acceleration of maturity;

•

waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);

•

make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;

•

make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or

•

waive a redemption payment with respect to any debt security.  (Section 9.3)

•

we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and

•

any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).

•

depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and

•

delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.  (Section 8.4)

•

the number of ordinary shares purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;

•

the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;

•

the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;

•

the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;

•

the terms of any rights to redeem or call the warrants;

•

the date on which the right to exercise the warrants will commence and the date on which the right will expire;

•

United States federal income tax consequences applicable to the warrants; and

•

any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.

•

to vote, consent or receive dividends;

•

receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or

•

exercise any rights as shareholders of Innoviz.

•

the title of the series of units;

•

identification and description of the separate constituent securities comprising the units;

•

the price or prices at which the units will be issued;

•

the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

•

a discussion of certain United States federal income tax considerations applicable to the units; and

•

any other terms of the units and their constituent securities.

•

a limited-purpose trust company organized under the New York Banking Law;

•

a “banking organization” within the meaning of the New York Banking Law;

•

a member of the Federal Reserve System;

•

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•

a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

•

DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;

•

the name of the participating broker‑dealer(s);

•

the specific securities involved;

•

the initial price at which such securities are to be sold;

•

the commissions paid or discounts or concessions allowed to such broker‑dealer(s), where applicable; and

•

other facts material to the transaction.

SEC Registration Fee		$	18,540
FINRA filing fee			*
Legal fees and			*
Accountants’ fees and expenses			*
Printing expenses			*
Transfer agent fees and expenses			*
Miscellaneous			*
Total			*

•

the judgment was rendered by a court of competent jurisdiction, according to the laws of the state in which the judgment is given;

•

the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted; and

•

the judgment is not contrary to public policy of Israel.

•

the prevailing law of the foreign state in which the judgment is rendered does not allow for the enforcement of judgments of Israeli courts (subject to exceptional cases);

•

the defendant did not have a reasonable opportunity to be heard and to present his or her evidence, in the opinion of the Israeli court;

•

the enforcement of the civil liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel;

•

the judgment was obtained by fraud;

•

the judgment was rendered by a court not competent to render it according to the rules of private international law prevailing in Israel;

•

the judgment conflicts with any other valid judgment in the same matter between the same parties; or

•

an action between the same parties in the same matter was pending in any Israeli court or tribunal at the time at which the lawsuit was instituted in the foreign court.

Innoviz Technologies Ltd.

 

28,776,978 Units

 

Each Consisting of One Ordinary Share and

 

Eight Tenths of a Warrant to Purchase One Ordinary Share

 

---

 

 

Sole Placement Agent

WestPark Capital, Inc.

 

Innoviz Technologies (NASDAQ:INVZW)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025

Innoviz Technologies (NASDAQ:INVZW)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025