On March 13, 2019, Formula Systems (1985) Ltd. (“Formula”) published with the Tel Aviv Stock Exchange (the “TASE”) and the Israel Securities Authority (the “ISA”) an investor presentation that it will be using in connection with its marketing efforts for Formula’s new series of secured debentures—Series C Debentures— that may potentially be issued by Formula in Israel. A copy of the investor presentation is appended as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (a “Form 6-K”).
A description of the potential offering of the Series C Debentures in Israel was contained in Formula’s Form 6-K that it furnished to the U.S. Securities and Exchange Commission on March 11, 2019, which description is incorporated by reference herein.
No U.S. Offering
This Report of Foreign Private Issuer on Form 6-K (including the investor presentation appended as Exhibit 99.1 hereto) is not an offer of securities for sale in the United States. Any securities— including the Series C Debentures to be potentially offered— may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from the registration requirements thereunder. Any offering of securities pursuant to the shelf prospectus and any supplemental shelf offering report that may be published by Formula in Israel will be made only in Israel to residents of Israel, will not be registered under the Securities Act and will not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from registration under the Securities Act.