Zisapels Amend RADCOM Ltd. Stake Filing

TL;DR

Zisapels updated their RADCOM stake filing on 8/1/24 - watch for ownership changes.

AI Summary

Michael Zisapel and Klil Zisapel have amended their Schedule 13D filing for RADCOM Ltd. on August 1, 2024. The filing indicates a change in their beneficial ownership of the company's ordinary shares. Specific details regarding the exact percentage change or new holdings are not explicitly stated in this excerpt, but the amendment signifies an update to their previously reported stake.

Why It Matters

Amendments to Schedule 13D filings signal potential shifts in significant ownership stakes, which can influence stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price volatility and strategic changes.

Key Players & Entities

• Michael Zisapel (person) — Filing person
• Klil Zisapel (person) — Filing person
• RADCOM Ltd. (company) — Issuer
• August 1, 2024 (date) — Date of Event which Requires Filing

FAQ

Filing Documents

• zk2431774.htm (SC 13D/A) — 53KB
• exhibit_99-1.htm (EX-99.`1) — 4KB
• 0001178913-24-002397.txt ( ) — 58KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by Michael Zisapel and Klil Zisapel (the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") on June 13, 2024 (the "Schedule 13D") with respect to the Ordinary Shares, par value NIS 0.20 per share (the " Ordinary Shares "), of RADCOM Ltd. (the " Issuer "), an Israeli company whose principal executive offices are located at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons acquired the securities reported on this Schedule 13D in connection with the illness and subsequent death of their father, Zohar Zisapel, co-founder, member of the Board of Directors and major shareholder of the Issuer, which occurred on May 19, 2023. On May 18, 2023, Zohar Zisapel transferred without consideration 50% of the ownership interests in each of Michael & Klil Holdings (93) Ltd. and Lomsha Ltd. to each of the Reporting Persons, through which the Reporting Persons each hold an indirect ownership interest in an aggregate of 271,074 Ordinary Shares of the Issuer and shared voting and dispositive power with respect to an aggregate of 542,147 Ordinary Shares of the Issuer as the 50% owners of such entities. A probate was issued by the Israeli Registrar for Matters of Succession on August 4, 2023, according to which Zohar Zisapel's assets were divided 50% to Mr. Zisapel and 50% to Ms. Zisapel. Following the completion of certain transfer requirements, the Reporting Persons now own an aggregate of 2,802,301 Ordinary Shares of the Issuer effective as of August 1, 2024 (including options to acquire 39,597 Ordinary Shares exercisable currently or within 60 days of August 6, 2024). No funds or other consideration was used by the Reporting Persons to acquire the shares subject hereof, and no funds or other consideration were borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the shares subject hereof. CUSIP No. M8186511 1 SCHEDULE 13D/A Page 5 of 6

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Zisapel beneficially owns 1,390,993 Ordinary Shares of the Issuer, consisting of (i) 1,100,121 Ordinary Shares held directly by Mr. Zisapel, and (ii) 271,074 Ordinary Shares that are held indirectly by Mr. Zisapel through his 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) options to acquire 19,798 Ordinary Shares exercisable within 60 days. Based on 15,307,732 Ordinary Shares of the Issuer issued and outstanding as of December 31, 2023, the Ordinary Shares beneficially owned by Mr. Zisapel represent approximately 9.09% of the Ordinary Shares of the Issuer issued and outstanding. Ms. Zisapel beneficially owns 1,390,995 Ordinary Shares of the Issuer, consisting of (i) 1,100,122 Ordinary Shares held directly by Ms. Zisapel and (ii) 271,074 Ordinary Shares that are held indirectly by Ms. Zisapel through her 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) options to acquire 19,799 Ordinary Shares exercisable within 60 days. Based on 15,307,732 Ordinary Shares of the Issuer issued and outstanding as of December 31, 2023, the Ordinary Shares beneficially owned by Ms. Zisapel represent approximately 9.09% of the Ordinary Shares of the Issuer issued and outstanding. (b) Mr. Zisapel has sole voting and dispositive power over 1,641,320 Ordinary Shares mutually held by the Reporting Persons in security bank accounts and registered at the transfer agent (including options) and has shared voting and dispositive power over an aggregate of 542,147 Ordinary Shares owned by Lomsha Ltd and Michael & Klil Holdings (93) Ltd., in each of which Mr. Zisapel owns a 50% interest. Ms. Zisapel has sole voting and dispositive power over 1,641,322 Ordinary Shares mutually held by the Reporting Persons in security bank accounts and registered at the transfer agent, and has shared vot

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Joint Filing Agreement CUSIP No. M8186511 1 SCHEDULE 13D/A Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 6, 2024 /s/ Michael Zisapel Michael Zisapel /s/ Klil Zisapel Klil Zisapel

View Full Filing

View this SC 13D/A filing on SEC EDGAR