Perion Network : FORM S-8-REGISTRATION STATEMENT

As filed with the United States Securities and Exchange Commission

on May 2 ,2024

Registration No. 333- _____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

	PERION NETWORK LTD.
	(Exact name of registrant as specified in its charter)
State of Israel	Not Applicable
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)
	26 HaRokmim Street
	Holon 5885849, Israel
	Tel: (+972) (54) 787-6785
	(Address of Principal Executive Offices)(Zip Code)
	Perion Network Ltd. Equity Incentive Plan
	(Full Title of the Plans)

Intercept Interactive Inc. d/b/a Undertone

One World Trade Center, 77th Floor, Suite A, New York, NY

New York, NY 10007

Phone: [phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
Dr. Shachar Hadar, Adv.	Michael Kaplan
Elad Ziv, Adv.
Meitar | Law Offices	Partner, Davis Polk & Wardwell LLP
16 Abba Hillel Road	450 Lexington Avenue
Ramat Gan 5250608, Israel	New York, NY 10017
Tel: [phone]	United States
Fax: [phone]	[phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this "Registration Statement") registers an additional 1,000,000 Ordinary Shares of Perion Network Ltd. (the "Registrant") for issuance under the Perion Network Ltd. Equity Incentive Plan, as amended and restated effective as of November 8, 2022 (the "Plan"), and any additional Ordinary Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act").

The Registrant initially filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") on May 10, 2006 (File No. 333-133968) (the "Original S-8"). The Company then filed additional Registration Statements on Form S-8 to register an additional number of shares under the Plan (collectively with the Original S-8, the "Prior Registration Statements") on the following dates (with the Commission file numbers indicated below): June 30, 2008 (File No. 333-152010), January 20, 2011 (File No. 333-171781), May 20, 2013 (File No. 333- 188714), November 18, 2013 (File No. 333-192376), December 31, 2013 (File No. 333-193145), April 27, 2015 (File No. 333-203641), December 1, 2015 (File No. 333-208278), March 7, 2017 (File No. 333-216494), March 16, 2020 (File No. 333-237196), November 4, 2020 (File No. 333-249846), January 20, 2022 (File No. 333-262260), August 17, 2022 (File No. 333-266928) and June 28, 2023 (File No. 333-272972).

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements related to the Plan are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

1. The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on April 8, 2024;
2. The Registrant's reports of Foreign Private Issuer on Form 6-K furnished to the Commission on January 17, 2024, January 18, 2024, February 7, 2024, February 20, 2024, and March 11, 2024;
3. All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 2023; and
4. The description of the Registrant's Ordinary Shares set forth in Exhibit 2.1to the Registrant's Annual Report on Form 20-F, filed with the Commission on April 8, 2024, and any amendment or report filed for the purpose of further updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Reports of Foreign Private Issuer on Form 6-K subsequently furnished by the Registrant to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing or furnishing (as applicable) of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein 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 Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits to this Registration Statement on Form S-8 are filed together herewith or incorporated herein by reference.

	EXHIBIT INDEX
Exhibit
Number	Exhibit
5.1*	Opinion of Meitar | Law Offices as to the legality of the Registrant's Ordinary Shares.
23.1*	Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global.
23.3*	Consent of Meitar | Law Offices (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of this Registration Statement).

1. Perion 2003 Israeli Share Option Plan and U.S. Addendum(1)
2. Perion Equity Incentive Plan, as amended on November 8, 2022(2)

107*	Filing Fee Calculation

• Filed herewith.

1. Previously filed with the SEC on April 29, 2013 as an exhibit to the Registrant's annual report on Form 20-F, and incorporated herein by reference.
2. Previously filed with the SEC as an exhibit to the Registrant's Annual Report on Form 20-F filed with the Commission on March 15, 2023, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Holon, Israel, on this 2nd day of May, 2024.

Perion Network Ltd.

By:	/s/ Tal Jacobson
Name:	Tal Jacobson
Title:	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Tal Jacobson and Maoz Sigron, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on May 2,

2024.

Name	Title
/s/ Eyal Kaplan	Chairman of the Board of Directors
Eyal Kaplan
/s/ Tal Jacobson	Chief Executive Officer and Director
Tal Jacobson	(Principal Executive Officer)
/s/ Maoz Sigron	Chief Financial Officer
Maoz Sigron	(Principal Financial Officer and Principal Accounting Officer)
/s/ Michal Drayman	Director
Michal Drayman
/s/ Amir Guy	Director
Amir Guy
/s/ Rami Schwartz	Director
Rami Schwartz
/s/ Michael Vorhaus	Director
Michael Vorhaus
/s/ Joy Marcus	Director
Joy Marcus
	SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Perion Network Ltd., has signed this registration statement on May 2, 2024.

Intercept Interactive Inc.

D/B/A Undertone

By:	/s/ Tal Jacobson
Name:	Tal Jacobson
Title:	Director

Exhibit 5.1

Ramat Gan, May 2, 2024

Perion Network Ltd.

26 Ha-Rokmim Street, Holon 5885849 Israel

RE: Registration on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel to Perion Network Ltd., an Israeli company (the "Company"), in connection with its filing of a registration statement on Form S-8 on or about May 2, 2024 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,000,000 of the Company's ordinary shares, par value NIS 0.03 per share (the "Ordinary Shares"), which may be issued under the Company's Equity Incentive Plan (the "Plan").

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company's (i) Amended and Restated Memorandum of Association of the Company (the "Memorandum"), (ii) Amended and Restated Articles of Association (the "Articles" and together with the Memorandum, the "Charter Documents"), (iii) the Plan, (iv) resolutions of the Company's board of directors (the "Board") and (v) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, confirmed as photostatic copies and the authenticity of the originals of such latter documents.

We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Board and shareholders, which have been provided to us, are true and accurate and prepared in accordance with the Charter Documents and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company). We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non- assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Meitar | Law OfficesMeitar | Law Offices

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement pertaining to the Equity Incentive Plan of Perion Network Ltd. of our reports dated April 8, 2024, with respect to the consolidated financial statements of Perion Network Ltd. and the effectiveness of internal control over financial reporting of Perion Network Ltd., included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ KOST FORER GABBAY & KASIERERA member of EY Global

Tel Aviv, Israel

May 2, 2024

							Exhibit 107
			CALCULATION OF FEE TABLE
				FORM S-8
				(Form Type)
			PERION NETWORK LTD.
			(Exact Name of Registrant as Specified in its Charter)
			Table 1: Newly Registered Securities
Security Type	Security Class	Fee Calculation Rule	Amount Registered(1)	Proposed	Maximum Aggregate Offering	Fee Rate	Amount of Registration
	Title			Maximum Offering	Price		Fee
				Price Per Unit(2)
Equity	Ordinary	457(c) and 457(h)	1,000,000	$11.66	$11,660,000	0.00014760	$1,721.02
	Shares, par
	value NIS 0.03
	per share
Total Offering					$11,660,000		$1,721.02
Amounts
Total Fee Offsets							-
(3)
Net Fee Due							$1,721.02

1. This Registration Statement on Form S-8 (this "Registration Statement") covers an additional 1,000,000 Ordinary Shares, par value NIS 0.03 per share ("Ordinary Shares") of Perion Network Ltd. (the "Company" or "Registrant") authorized under the Perion Network Ltd. Equity Incentive Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional Ordinary Shares, which become issuable under the Plan, by reason of any share dividend, share split, recapitalization or other similar transaction.
2. For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed Maximum Offering Price Per Share with respect to the Plan is based upon the average of the high and low prices of the Registrant's ordinary shares, as reported on the Nasdaq Capital Market on April 25, 2024, which date is within five business days prior to the filing of this Registration Statement.
3. There are no fee offsets.