Form S-8 ParaZero Technologies
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E-mailAs filed with the Securities and Exchange Commission on March 2, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ParaZero Technologies Ltd.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| State of Israel | 3728 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1 Hatachana Street
Kfar Saba, 4453001, Israel
Tel: +972-50-275-3666
(Address, including zip code, and telephone number,
including
area code, of Registrant’s principal executive offices)
ParaZero Technologies Ltd.
Global Share Incentive Plan (2022)
(Full title of the plan)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
|
David Huberman, Esq. Michael Soumas, Esq. Greenberg Traurig, P.A. One Azrieli Center Round Tower, 30th floor 132 Menachem Begin Rd Tel Aviv 6701101 Telephone: +972 (0) 3.636.6000 |
Shy Baranov, Adv. Gornitzky & Co. Vitania Tel Aviv Tower 20 HaHarash Street Tel Aviv, 6761310 Telephone: +972 (3) 710.9191 |
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 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
ParaZero Technologies Ltd. (the “Company” or the “Registrant”) initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-278268) to register under the Securities Act of 1933, as amended (the “Securities Act”) (i) 366,172 ordinary shares, par value NIS 0.02 per share (the “Ordinary Shares”), of the Registrant issuable upon the exercise of options outstanding under the ParaZero Technologies Ltd. Global Share Incentive Plan (2022) (the “Plan”) and (ii) 243,984 Ordinary Shares of the Registrant reserved for issuance under the Plan. In February 2025, the Company filed another registration statement on Form S-8 (SEC File No. 333-285054) with the Commission in connection with the registration of an additional 2,500,000 Ordinary Shares issuable under the Plan. The previously-filed registration statements are referred to herein as the “Prior Registration Statements.”
In accordance with General Instruction E to Form S-8, the Company is filing this registration statement on Form S-8 solely to register an additional 2,500,000 Ordinary Shares which may be issued under the Plan over and above the number of Ordinary Shares issuable pursuant to the Plan that were registered under the Prior Registration Statements. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference in their entirety, with the exception of Items 3 and 8 of Part II of such Prior Registration Statements, each of which is amended and restated in its entirety herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the “SEC”) by ParaZero Technologies Ltd. (the “Registrant”) are incorporated herein by reference.
| (1) | The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 21, 2025; |
,
| (3) | The description of the registrant’s ordinary shares, par value NIS 0.02 per share, included in the registration statement on Form 8-A filed on July 26, 2023 (File No. 001-41760) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post- effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
ITEM 8. EXHIBITS
See attached Exhibit Index.
II-1
Pursuant to the requirements of the Securities Act, 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 Kfar Saba, Israel, on March 2, 2026.
| PARAZERO TECHNOLOGIES LTD. | ||
| By: | /s/ Ariel Alon | |
| Name: | Ariel Alon | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
Each of the undersigned officers and directors of ParaZero Technologies Ltd. hereby severally constitutes and appoints Ariel Alon and Regev Livne, the true and lawful attorney with full power to them, to sign for the undersigned and in his or her name in the capacities indicated below, any and all amendments, including the post-effective amendments, to this Registration Statement, and generally to do all such things in the undersigned’s name and behalf in such capacities to enable ParaZero Technologies Ltd. to comply with the applicable provisions of the Securities Act of 1933, as amended, and all rules and regulation thereunder, and all requirements of the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms all that said attorneys or any of them shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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 and on the dates indicated.
| Signatures | Title | Date | ||
| /s/ Ariel Alon | Chief Executive Officer | March 2, 2026 | ||
| Ariel Alon | (Principal Executive Officer) | |||
| /s/ Regev Livne | Chief Financial Officer | March 2, 2026 | ||
| Regev Livne | (Principal Financial and Accounting Officer) | |||
| /s/ Amitay Weiss | Chairman of the Board of Directors, Director | March 2, 2026 | ||
| Amitay Weiss | ||||
| /s/ Moshe Revach | Director | March 2, 2026 | ||
| Moshe Revach | ||||
| /s/ Tali Dinar | Director | March 2, 2026 | ||
| Tali Dinar | ||||
| /s/ Yigal Shtief | Director | March 2, 2026 | ||
| Yigal Shtief | ||||
| /s/ Natan Israeli | Director | March 2, 2026 | ||
| Natan Israeli |
II-2
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ParaZero Technologies Ltd., has signed this Registration Statement on March 2, 2026.
| Puglisi & Associates | ||
| Authorized U.S. Representative | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
II-3
EXHIBIT INDEX
| * | Filed herewith. |
II-4
ATTACHMENTS / EXHIBITS
U.S. APPENDIX TO PARAZERO TECHNOLOGIES LTD. GLOBAL SHARE INCENTIVE PLAN (2022)
ISRAELI APPENDIX TO PARAZERO TECHNOLOGIES LTD. GLOBAL SHARE INCENTIVE PLAN (2022)
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