NUVOQ / Holdco Nuvo Group D.G Ltd - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

January 28, 2022

RW 1 nuvogrouprw.htm RW January 28, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Kevin Kuhar Jane Park Christopher Edwards Re: Nuvo Group Ltd. Registration Statement on Form S-1, originally filed November 23, 2021 (File No. 333- 261300), as amended. Ladies and Gentlemen: Pursuant to Rule 477 prom

As filed with the Securities and Exchange Commission on December 15, 2021.

As filed with the Securities and Exchange Commission on December 15, 2021. Registration No. 333-261300 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVO GROUP LTD. (Exact Name of Registrant as Specified in its Charter) State of Israel 3841 27-0282727 (State or Other Jurisdiction of Incorp

Form of Indemnification Agreement.

Exhibit 10.21 indemnification agreement THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 20, is entered into by and between Nuvo Group Ltd., an Israeli company whose address is 94 Yigal Alon Street, Tel-Aviv, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”). WHEREAS, Indemnitee i

Memorandum of Understanding, dated September 22, 2021, by and between Nuvo Group Ltd. and 1EQ Inc., d/b/a Babyscripts.

Exhibit 10.22 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. MEMORANDUM OF UNDERSTANDING Nuvo and Babyscripts Dated: September , 2021 (“Effective Date”) Item Description Background on Nuvo NUVO Group Ltd. (“Nuvo”) has developed propr

Form of Underwriting Agreement.

Exhibit 1.1 NUVO GROUP LTD. [●] Ordinary Shares (no par value per share) Underwriting Agreement December [●], 2021 Berenberg Capital Markets LLC c/o Berenberg Capital Markets LLC 1251 Avenue of the Americas, 53rd Floor New York, NY 10020 Ladies and Gentlemen: Nuvo Group Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underw

Form of Axxion Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Private Placement Warrant Purchase Agreement.

Exhibit 10.8 Warrant Purchase AGREEMENT This Warrant Purchase Agreement is dated as of December , 2021 (this “Agreement”) by and between Nuvo Group Ltd., a company organized under the laws of the State of Israel (the “Company”), and the purchaser whose name and address is set forth on the signature page hereto (the “Purchaser”). WHEREAS, the Company desires to sell to the Purchaser, and the Purcha

As filed with the Securities and Exchange Commission on December 13, 2021.

As filed with the Securities and Exchange Commission on December 13, 2021. Registration No. 333-261300 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVO GROUP LTD. (Exact Name of Registrant as Specified in its Charter) State of Israel 3841 27-0282727 (State or Other Jurisdiction of Incorp

Second Amended and Restated Articles of Association, as in effect prior to the consummation of this offering.

Exhibit 3.1 Adopted as of January 28, 2021 THE COMPANIES LAW - 1999 A COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Nuvo Group Ltd Company No. 513849000 Preliminary 1. Definitions. 1.1. Capitalized terms used in these Articles shall bear the meanings ascribed to such terms as set forth in this Article 1, unless inconsistent with the context: Term Definition “Affiliate”

Employment Agreement, dated February 8, 2018, by and between the Company and Debra Bass.

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 8th, 2018 (the “Signature Date”), is entered into by and between Nuvo Group USA, Inc., a Delaware corporation (“Company”) and Debra Bass, an individual, with a mailing address of 168 Monroe Avenue, Belle Mead, New Jersey 08502 (“Executive”). RECITALS: WHEREAS, Company is the wholly-owned subsidiary

Amendment to Employment Agreement, dated June 18, 2019, by and between the Company and Oren Oz.

Exhibit 10.3 NUVO GROUP LTD. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Executed on this June 18, 2019 THIS AMENDMENT NO. 1 (the “Amendment”) to the Employment Agreement dated May 4, 2017 (the “Employment Agreement”) by and between Nuvo Group Ltd., with offices at 94 Yigal Alon St., Tel Aviv-Yafo, Israel, 6789139 (the “Company”) and Oren Oz, I.D. No 03-827060-9 residing at Emek Zvulun 10, Modiin, Isr

Form of Third Amended and Restated Articles of Association, to be in effect upon the consummation of this offering.

Exhibit 3.2 THE COMPANIES LAW, 1999 A LIMITED LIABILITY COMPANY AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF NUVO GROUP LTD. As Adopted on Preliminary 1. Definitions; Interpretation. (a) In these Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite them, respectively, unless the subject or context requires otherwise. “Articles” shall mean these A

Amendment No. 2 to Employment Agreement, dated December 10, 2019, by and between the Company and Debra Bass.

Exhibit 10.7 December 10, 2019 Ms. Debra Bass 168 Monroe Avenue Belle Mead, NJ 08502 USA Dear Debra, Re: Amendment to Employment Agreement We are writing to you in connection with that certain Employment Agreement executed by you and Nuvo- Group USA, Inc. on February 8, 2018, as supplemented on March 29, 2018 (the “Employment Agreement”). The purpose of this letter is to amend certain provisions c

Employment Agreement, dated July 13, 2021, by and between the Company and Kelly Londy.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 13, 2021 (the “Effective Date”) is by and between Nuvo Group USA, Inc. (the “Company”), and Kelly Londy (the “Executive”) (individually, each a “Party” and collectively, the “Parties”). WHEREAS, in recognition of the Executive’s experience and abilities, the Company desires to assure itself of the

2021 Share Incentive Plan.

Exhibit 10.19 Nuvo Group Ltd. 2021 Share Incentive Plan Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2021 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service Providers of Nuvo Group Ltd., an Israeli company (together with any succe

Data Transfer and Revenue Sharing Agreement, dated September 24, 2019, by and between Nuvo Group Ltd. and Hadasit Medical Research Services & Development, Ltd.

Exhibit 10.18 FINAL VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. DATA TRANSFER AND REVENUE SHARING AGREEMENT This DATA TRANSFER and revenue sharing Agreement (the “Agreement”) is made as of September 24, 2019, by and among

Framework Product Design and Production Agreement, dated October 18, 2015, by and among the Company, Orange S.r.l. and Starry Limited.

Exhibit 10.12 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. - PAGE 1 - FRAMEWORK PRODUCT DESIGN AND PRODUCTION AGREEMENT This Framework Product Design and Production Agreement (this “Agreement”) is made on 18 October, 2015 (“Effecti

2015 Share Incentive Plan.

Exhibit 10.10 Nuvo Group Ltd. Company No. 513849000 2015 Share Incentive Plan Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2015 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service Providers of Nuvo Group Ltd., an Israeli company (t

Employment Agreement, dated August 26, 2019, by and between the Company and Eran Schindler.

Exhibit 10.4 EMPLOYMENT AGREEMENT Executed on this 26 day of August 2019 This Employment Agreement (the “Agreement”) is entered into by and between Nuvo Group Ltd., C.N. 51- 384900-0., with offices at 94 Yigal Alon Street, Building 1, 26th Floor, Tel Aviv, Israel 6789155 (the “Company”) and Eran Schindler, I.D. No. 059581363 of 14 Fishman, Tel-Aviv, Israel (the “Executive”). EMPLOYMENT AND COMPENS

Master Services Agreement, dated February 12, 2021, by and between Nuvo Group USA Inc. and SEKO Worldwide, LLC.

Exhibit 10.14 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. SEKO LOGISTICS MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this “Agreement”), is made and entered into this 12thday of February, 2021 (the “Effective Date”),

Terms and Conditions of Customer Purchase Orders, dated August 8, 2018, by and between the Company and Flextronics Medical Sales and Marketing, Ltd.

Exhibit 10.13 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. Flextronics Medical Sales and Marketing Ltd. (“Flex”) Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius Effective Date: August 8th, 2018 Name of Customer: Nuvo Group

Employment Agreement, dated May 4, 2017, by and between the Company and Oren Oz.

Exhibit 10.2 EMPLOYMENT AGREEMENT Executed on this 4 day of May 2017 This Employment Agreement (this “Agreement”) is entered by and between Nuvo Group Ltd., with offices at 11 Menachem Begin St., Rogovin Tidhar Tower, 30th Floor, Ramat Gan, Israel 52681 (the “Company”) and Oren Oz, I.D. No. 03-827060-9 of Emek Zvulun 10 Modiin, Israel; email: [email protected] (the “Manager”). WHEREAS, the Manag

Data Transfer and Use Agreement, dated February 4, 2021, by and between Nuvo Group Ltd. and University of Utah.

Exhibit 10.17 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. FDP Data Transfer and Use Agreement (“Agreement”) Provider: University of Utah Recipient: NUVO-GROUP LTD. Provider Scientist Name: [***] Email: [***] Recipient Name: [***]

Master Agreement, dated December 15, 2020, by and among Nuvo Group USA Inc., Regional Women’s Health Management, LLC, Axia Indiana Management, Inc. and Axia Ohio Management, Inc.

Exhibit 10.15 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. MASTER AGREEMENT THIS MASTER AGREEMENT is made as of December 15th, 2020 (“Effective Date”) by and among: (i) Nuvo Group USA Inc. (“Nuvo”), a company incorporated under the

Amendment No. 1 to Employment Agreement, dated March 29, 2018, by and between the Company and Debra Bass.

Exhibit 10.6 March 29th, 2018 Ms. Debra Bass 168 Monroe Avenue Belle Mead, NJ 08502 Letter Agreement re. Employment Agreement Dear Debra, We are writing to you in connection with that certain employment agreement that both Nuvo-Group USA, Inc. (“Nuvo”) and you executed on February 8th, 2018 (the “Employment Agreement”). The purpose of this letter agreement is to clarify and amend certain provision

Binding Letter Agreement, dated November 1, 2020, by and between Nuvo Group USA, Inc. and a Pacific medical institution.

Exhibit 10.16 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]. November 1, 2020 [***] [***] [***] Attention: [***] Dear [***]: The purpose of this binding letter agreement (the “Agreement”), effective January 14, 2021 (the “Effective D

Advisory Services Agreement, dated August 17, 2020, by and between the Company and Dr. Stephen Klasko.

Exhibit 10.11 ADVISORY SERVICES AGREEMENT This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated August 17th, 2020 (the “Effective Date”), is between Nuvo Group Ltd., a company organized under the laws of the State of Israel, with an address at Yigal Alon 94, Alon Tower 1, Tel Aviv 6789155 Israel (the “Company” or “Nuvo”), and Stephen Klasko, M.D., an individual, with a mailing address at 512

Power of Attorney (included on signature page).

S-1 1 nuvogroups1.htm S-1 As filed with the Securities and Exchange Commission on November 23, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVO GROUP LTD. (Exact Name of Registrant as Specified in its Charter) State of Israel 3841 27-0282727 (State or Other Jurisdiction of Incor

Form of Compensation Policy, to be adopted in connection with the consummation of this offering.

Exhibit 10.9 COMPENSATION POLICY NUVO GROUP LTD. Compensation Policy for Executive Officers and Directors (As Adopted on November 2021) A. Overview and Objectives 1. Introduction This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Nuvo Group Ltd. (“Nuvo” or the “Company”), in accordance with the requirements of the Compa

2021 Employee Share Purchase Plan.

Exhibit 10.20 Nuvo Group Ltd. 2021 EMPLOYEE SHARE PURCHASE PLAN Article I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a share ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify a

As confidentially submitted to the Securities and Exchange Commission on October 1, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

As confidentially submitted to the Securities and Exchange Commission on October 1, 2021.

As confidentially submitted to the Securities and Exchange Commission on August 11, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

As confidentially submitted to the Securities and Exchange Commission on August 11, 2021.

As confidentially submitted to the Securities and Exchange Commission on May 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on May 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UND