SCHEDULE 13D/A: Zisapel Heirs Divest Significant RadCom Shares Following Inheritance

Michael and Klil Zisapel, heirs of RadCom Ltd. co-founder Zohar Zisapel, have reported a series of share sales totaling over 160,000 ordinary shares following their inheritance of a substantial stake in the company.

Summary

• Michael Zisapel and Klil Zisapel are the reporting persons for this Schedule 13D amendment.
• Their beneficial ownership in RadCom Ltd. stems from the inheritance of shares following the death of their father, Zohar Zisapel, a co-founder, board member, and major shareholder of the Issuer, on May 19, 2023.
• On May 18, 2023, Zohar Zisapel transferred 50% ownership interests in Michael & Klil Holdings (93) Ltd. and Lomsha Ltd. to each reporting person without consideration, through which they indirectly held 271,074 Ordinary Shares each, with shared voting and dispositive power over an aggregate of 542,147 shares.
• An Israeli probate issued on August 4, 2023, formally divided Zohar Zisapel's assets 50% to Michael and 50% to Klil.
• Effective February 10, 2025, the reporting persons collectively own an aggregate of 2,440,147 Ordinary Shares of RadCom Ltd., which includes options to acquire 39,597 Ordinary Shares exercisable currently or within 60 days of that date.
• No funds or other consideration were used by the Reporting Persons to acquire these shares.
• As of November 26, 2024, based on 15,881,940 Ordinary Shares outstanding, Michael Zisapel beneficially owns 1,209,907 Ordinary Shares, representing approximately 7.6% of the Issuer's outstanding shares.
• Klil Zisapel beneficially owns 1,209,908 Ordinary Shares, also representing approximately 7.6% of the Issuer's outstanding shares.
• Since the previous 13-D Amendment filed on January 20, 2025, the Reporting Persons have sold a total of 164,777 Ordinary Shares of RadCom Ltd. in multiple transactions between January 21, 2025, and February 6, 2025, at prices ranging from $12.76 to $14.88 per share.

Sentiment

Score: 4

Explanation: The filing primarily reports a factual change in beneficial ownership due to inheritance and subsequent share sales by the new owners. While the sales could be perceived negatively by some investors, they are a natural consequence of asset management by heirs and not necessarily indicative of company performance issues. The document itself is neutral regarding the company's operational or financial outlook.

Negatives

• Significant share sales by major beneficial owners (Michael and Klil Zisapel) totaling 164,777 shares between January 21, 2025, and February 6, 2025.
• These sales occurred at various price points, potentially indicating a strategy to liquidate a portion of the inherited assets rather than a strong long-term conviction in the stock at current levels.

Future Outlook

NA

Industry Context

NA

Management Changes

Legal Proceedings

• During the past five years, neither Mr. Zisapel nor Ms. Zisapel has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
• 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.

Related Party Transactions

• On May 18, 2023, Zohar Zisapel transferred 50% of the ownership interests in Michael & Klil Holdings (93) Ltd. and Lomsha Ltd. to each of the Reporting Persons (his children), without consideration.
• Following a probate issued on August 4, 2023, Zohar Zisapel's assets were divided 50% to Mr. Zisapel and 50% to Ms. Zisapel, formalizing the inheritance of RadCom shares.

Stakeholder Impact

• Shareholders: The reported sales of a significant number of shares by major beneficial owners could potentially create downward pressure on the stock price or be interpreted as a lack of long-term commitment from these specific large shareholders, which might influence investor sentiment.

Key Dates

Recommendation

Keywords

RadCom Ltd, Schedule 13D, beneficial ownership, share sales, insider selling, Zisapel, inheritance, SEC filing, ordinary shares, corporate governance