As filed with the Securities and Exchange Commission on March 26, 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
Kornit
Digital Ltd.
(Exact name of registrant as specified in its charter)
| Israel | Not Applicable | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
12 Ha’ Amal Street, Afek Park, Rosh-Ha’Ayin, Israel |
4809246 | |
| (Address of principal executive offices) | (Zip Code) |
Kornit Digital Ltd. 2025 Share Incentive Plan
(Full Title of the Plan)
Kornit Digital North America Inc.
480
South Dean Street
Englewood, NJ 07631, USA
(Name and address of agent for service)
(201) 608-5750
(Telephone number, including area code, of agent for service)
Copies of communications to:
Assaf
Zipori Kornit Digital Ltd. 12 Ha’Amal Street, Afek Park, Rosh-Ha’Ayin 4809246, Israel Tel: +972-3-908-5800 |
Aviv Avidan-Shalit, Adv. Jonathan M. Nathan, Adv. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel Tel: +972-3-610-3100 |
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 of 1934, as amended.
| 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
This Registration Statement on Form S-8 (this “Registration Statement”) registers the offer, issuance and sale of a total of up to an additional 1,500,000 ordinary shares, par value New Israeli Shekel (“NIS”) 0.01 per share (“Ordinary Shares”), of Kornit Digital Ltd. (“Kornit,” the “Company,” the “Registrant,” “our company,” “we” or “us”) to Kornit’s and/or its subsidiaries’ employees, directors, officers, consultants, advisors and any other persons or entities who provide services to them under the Kornit Digital Ltd. 2025 Share Incentive Plan, as amended (the “2025 Plan”). All of these Ordinary Shares are available for issuance pursuant to potential future grants under the 2025 Plan.
Pursuant to Instruction E of Form S-8, the contents of the Company’s registration statement on Form S-8, Commission File No. 333-286158, filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2025, covering offers, issuances and sales of Ordinary Shares under the 2025 Plan, are incorporated herein by reference, and made a part of this Registration Statement, except as amended or supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information concerning the 2025 Plan required by Item 1 of this Registration Statement, and the statement of availability of registrant information and other information required by Item 2 of Form S-8, will be sent or given to persons eligible to participate in the 2025 Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). We will maintain a file of such documents in accordance with the provisions of Rule 428 and, upon request, will furnish to the Securities and Exchange Commission (the “Commission”) or its staff a copy or copies of documents included in such file. Pursuant to the instructions to Form S-8, these documents are not required to be and are not being filed either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute part of a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this prospectus) and the other documents required to be delivered to participants in the 2025 Plan pursuant to Rule 428(b) under the Securities Act, will be available without charge to participants in the 2025 Plan upon written or oral request by contacting:
Kornit Digital Ltd.
12 Ha’ Amal Street, Afek Park,
Rosh-Ha’Ayin 4809246, Israel
Telephone: +972-3-908-5800
Attention: Yair Gerber, Deputy General Counsel
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference herein the following documents (or portions thereof) that we have filed with or furnished to the Commission:
| (a) | Our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on March 26, 2026 (the “2025 Form 20-F”); |
| (b) | Our Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on February 11, 2026 (only the U.S. GAAP financial information contained in the (i) consolidated balance sheets, (ii) consolidated statements of operations and (iii) consolidated statements of cash flows included in the press release attached as Exhibit 99.1 thereto); and |
| (c) | The description of our Ordinary Shares under “Item 1. Description of Registrant’s Securities to be Registered” in our company’s registration statement on Form 8-A (Commission File No. 001-36903), filed with the Commission on March 31, 2015, as updated by Exhibit 2.2 to the 2025 Form 20-F, and any amendment or report filed for the purpose of further updating that description. |
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The information contained in the section entitled “Item 6. Indemnification of Directors and Officers” of the Company's Registration Statement on Form S-8 (Commission File No. 333-286158), filed with the Commission on March 27, 2025, is incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
| * | Filed herewith |
| (1) | Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-286158), filed with the Commission on March 27, 2025. |
| (2) | Incorporated by reference to Exhibit 99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on August 12, 2021. |
| (3) | Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-202291), filed with the Commission on March 10, 2015. |
Item 9. Undertakings.
| (a) | The Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the stimateed maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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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 Rosh-Ha’Ayin, Israel, on this 26th day of March, 2026.
| Kornit Digital Ltd. | |||
| By: | /s/ Assaf Zipori | ||
| Name: | Assaf Zipori | ||
| Title: | Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Kornit Digital Ltd., an Israeli corporation, do hereby constitute and appoint Ronen Samuel, Chief Executive Officer, and Assaf Zipori, Chief Financial Officer, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
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IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ronen Samuel | Chief Executive Officer (Principal | March 26, 2026 | ||
| Ronen Samuel | Executive Officer) | |||
| /s/ Assaf Zipori | Chief Financial Officer (Principal Financial and | March 26, 2026 | ||
| Assaf Zipori | Accounting Officer) | |||
| /s/ Yuval Cohen | Chairman of the Board | March 26, 2026 | ||
| Yuval Cohen | ||||
| /s/ Ofer Ben-Zur | Director | March 26, 2026 | ||
| Ofer Ben-Zur | ||||
| /s/ Stephen Nigro | Director | March 26, 2026 | ||
| Stephen Nigro | ||||
| /s/ Naama Halevi Davidov | Director | March 26, 2026 | ||
| Naama Halevi Davidov | ||||
| /s/ Gabi Seligsohn | Director | March 26, 2026 | ||
| Gabi Seligsohn | ||||
| /s/ Dov Ofer | Director | March 26, 2026 | ||
| Dov Ofer |
AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES:
| Kornit Digital North America, Inc. | ||
| By: | /s/ Ilan Shlomo Elad | |
| Name: | Ilan Shlomo Elad | |
| Title: | President | |
Date: March 26, 2026
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Exhibit 4.1.2
Kornit Digital Ltd.
2025 SHARE INCENTIVE
PLAN
Amendment No. 1
Section 5.1 of the Kornit Digital Ltd. 2025 Share Incentive Plan is hereby amended and restated in its entirety as follows:
“5.1. The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (which includes Shares that were available under the Prior Plans and were not subject to outstanding awards as of the Effective Date of this Plan, and were therefore transferred over to this Plan) (the “Pool”) shall be the sum of (a) 3,553,090 Shares, plus (b) any Shares underlying awards under the Prior Plan(s) as of the Effective Date which, following the Effective Date, become available for issuance under the Plan pursuant to Section 5.2 below, in all events subject to adjustment as provided in Section 14.1. The Board may, at its discretion, reduce the number of Shares that may be issued pursuant to Awards under this Plan, at any time (provided that such reduction does not derogate from any issuance of Shares in respect of Awards then outstanding).”
Exhibit 5.1
Kornit Digital Ltd.
12 Ha’Amal Street
Rosh Ha’Ayin 4809246, Israel
March 26, 2026
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel to Kornit Digital Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) covering up to 1,500,000 ordinary shares of the Company, par value New Israeli Shekel 0.01 per share (the “Shares”), that are or may become available for issuance under the Kornit Digital Ltd. 2025 Share Incentive Plan, as amended (the “Plan”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, as amended, the Registration Statement, the Company’s Articles of Association (as amended), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the Company and others and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.
In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate. 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 Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association (as amended) and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company).
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, when issued and paid for, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter 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 Offices | |
| Meitar | Law Offices |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2025 Share Incentive Plan of Kornit Digital Ltd. of our reports dated March 26, 2026, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Kornit Digital Ltd., included in its Annual Report (Form 20-F) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
| Tel-Aviv, Israel | /s/ KOST FORER GABBAY & KASIERER |
| March 26, 2026 | A Member of EY Global |
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||
| (1) | $ | $ | $ | ||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | Amount registered consists of 1,500,000 ordinary shares available for issuance pursuant to potential future grants under the 2025 Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional ordinary shares that become issuable under the Kornit Digital Ltd. 2025 Share Incentive Plan to prevent dilution resulting from any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of outstanding ordinary shares. |