RADCOM Ltd. Sees Ownership Filing Update

TL;DR

Zisapel family filing SC 13D for RADCOM Ltd. - ownership change incoming.

AI Summary

On June 13, 2024, Klil Zisapel filed a Schedule 13D for RADCOM Ltd., reporting changes in beneficial ownership. The filing indicates a shift in control or significant stake, with Michael Zisapel also listed as a filer. The specific details of the ownership change and the exact percentage or number of shares involved are not immediately clear from the provided text but suggest a material event for the company.

Why It Matters

This filing indicates a potential change in the control or significant beneficial ownership of RADCOM Ltd., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant changes in a company's ownership structure, which can lead to increased volatility and uncertainty.

Key Players & Entities

• RADCOM Ltd. (company) — Subject Company
• Klil Zisapel (person) — Filing Person
• Michael Zisapel (person) — Filing Person
• Fox Rothschild LLP (company) — Legal Counsel

FAQ

Filing Documents

• tm2416066d1_sc13d.htm (SC 13D) — 48KB
• tm2416066d1_ex99-1.htm (EX-99.1) — 3KB
• 0001104659-24-071115.txt ( ) — 52KB

SECURITY

ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates 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.

IDENTITY

ITEM 2. IDENTITY AND BACKGROUND (a)This together with Mr. Zisapel, the “ Reporting Persons ”) as joint filers pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The Reporting Persons are brother and sister. (b)Mr. Zisapel maintains his residence at Hahazav 9, Ramat Efal, Ramat Gan 5290517, Israel. Ms. Zisapel maintains her residence at Vitkin 3, Apartment 5, Tel-Aviv 6347403, Israel. (c)Mr. Zisapel is a physician at Tel Aviv Sourasky Medical Center. The business address of Mr. Zisapel is 24 Raoul Wallenberg Street, Tel-Aviv, 6971920 Israel. Ms. Zisapel is a writer. The business address of Ms. Zisapel is Vitkin 3, Apartment 5, Tel-Aviv 6347403, Israel. (d)During the past five years, neither Mr. Zisapel nor Ms. Zisapel has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e)During the past five years, neither Mr. Zisapel nor Ms. Zisapel has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. (f)Mr. Zisapel and Ms. Zisapel are each citizens and residents of Israel.

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. Accordingly, since August 4, 2023, the Reporting Persons were entitled to an aggregate of 1,042,801 Ordinary Shares of the Issuer effective February 1, 2024, and are entitled to receive an aggregate of an additional 1,157,443 Ordinary Shares of the Issuer upon completion of certain transfer requirements. CUSIP No. M8186511 1 SCHEDULE 13D Page 5 of 7 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.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons have no present intention or plans or proposals which relate to or could result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything to the contrary contained herein, each Reporting Persons reserves the right, depending on all relevant factors, to change his or her intention with respect to any and all of the matters referred to above.

INTEREST

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Zisapel beneficially owns 670,473 Ordinary Shares of the Issuer, consisting of (i) 399,399 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. 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 4.38% of the Ordinary Shares of the Issuer issued and outstanding. Ms. Zisapel beneficially owns 670,473 Ordinary Shares of the Issuer, consisting of (i) 399,399 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. 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 4.38% of the Ordinary Shares of the Issuer issued and outstanding. (b) Mr. Zisapel has sole voting and dispositive power over 1,042,801 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, 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 1,042,801 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, 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 Ms. Zisapel owns a 50% interest. CUSIP No. M8186511 1 SCHEDULE 13D Page 6 of 7 (c) The Reporting Perso

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER To the knowledge of the Reporting Persons, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) between the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.

MATERIAL

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Joint Filing Agreement CUSIP No. M8186511 1 SCHEDULE 13D Page 7 of 7 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: June 13, 2024 /s/ Michael Zisapel Michael Zisapel /s/ Klil Zisapel Klil Zisapel

View Full Filing

View this SC 13D filing on SEC EDGAR