Perion Network — Share Issue/Capital Change 2025

May 20, 2025

Registration No.. 333333-- _____________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,, D..C.. 2200554499

FORM S--88

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 11993333

PERION NETWORK LTD..

((Exact name of registrant as specified in its charter))

State of Israel Not Applicable ((State or Other Jurisdiction of Incorporation or Organization))

((I..R..S.. Employer Identification Number))

22 Leonardo Da Vinci Street,, 2244th Floor Tel Aviv 66447733330099,, Israel Tel:: ((++997722)) ((33))9988--11000000 ((Address of Principal Executive Offices))((Zip Code))

Perion Network Ltd.. 22002244 Share Incentive Plan ((Full Title of the Plans))

Intercept Interactive Inc.. d//b//a Perion One World Trade Center,, 7777th Floor,, Suite A,, New York,, NY New York,, NY 1100000077 Phone:: ((221122)) 668855--88000000

((Name,, address,, including zip code,, and telephone number,, including area code,, of agent for service))

Yael Shofar,, Adv.. Perion Network Ltd.. 22 Leonardo Da Vinci St..,, 2244th Floor Tel Aviv 66447733330099,, Israel Tel:: ++997722 ((33)) 339988--11000000

Copies to:: Dr.. Shachar Hadar,, Adv.. Elad Ziv,, Adv.. Meitar | Law Offices 1166 Abba Hillel Road Ramat Gan 55225500660088,, Israel Tel:: ++997722 ((33)) 661100--33110000 Fax:: ++997722 ((33)) 661100--33111111

Michael Kaplan Davis Polk && Wardwell LLP 445500 Lexington Avenue New York,, NY 1100001177 United States ++11 221122 445500 44000000

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 1122b --22 of the Securities Exchange Act of 11993344,, as amended ((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 77((a))((22))((B)) of the Securities Act.. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S --88,, this registration statement on Form S --88 ((this "Registration Statement")) is being filed with the Securities and Exchange Commission ((the "Commission")) for the purpose of registering an additional 11,,335555,,770044 Ordinary Shares,, consisting of ((i)) 11,,225500,,000000 Ordinary Shares under the Plan ((as defined below)),, and ((ii)) 110055,,770044 Ordinary Shares of Perion Network Ltd.. ((the "Registrant")),, that were previously registered but not issued under the Registrant 's Equity Incentive Plan ((a previous incentive plan of the Registrant)),, for issuance under the Perion Network Ltd.. 22002244 Share Incentive Plan ((the "Plan")),, and any additional Ordinary Shares that become issuable under the Plan by reason of any share dividend,, share split,, or other similar transaction pursuant to Rule 441166((a)) under the Securities Act of 11993333,, as amended ((the "Securities Act"))..

The Registrant initially filed a Registration Statement on Form S--88 with the Commission on December 2233,, 22002244 ((File No.. 333333--228844001111)) ((the "Prior Registration Statement"))..

Pursuant to General Instruction E to Form S --88,, the contents of the Prior Registration Statement related to the Plan are incorporated by reference herein and made a part of this Registration Statement,, except as amended hereby..

PART I

INFORMATION REQUIRED IN THE SECTION 1100((a)) PROSPECTUS

The information specified in Item 11 and Item 22 of Part I of Form S --88 is omitted from this Registration Statement in accordance with the provisions of Rule 442288 under the Securities Act,, and the introductory note to Part I of the Form S --88 Instructions.. The documents containing the information specified in Part I of Form S --88 will be delivered to the participants in the Plan,, as specified by Rule 442288((b))((11)) under the Securities Act..

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 33.. INCORPORATION OF DOCUMENTS BY REFERENCE..

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission::

• ((a)) The Registrant's Annual Report on Form 2200--F for the fiscal year ended December 3311,, 22002244,, filed with the Commission on March 2255,, 22002255;;
• ((b)) The Registrant's reports of Foreign Private Issuer on Form 66--K furnished to the Commission on April 33,, 22002255,, April 1166,, 22002255,, and May 1133,, 22002255 ((with respect to the GAAP financial statements tables contained in the press release attached thereto));;
• ((c)) All reports filed pursuant to Section 1133((a)) or 1155((d)) of the Securities Exchange Act of 11993344,, as amended ((the "Exchange Act")) since December 3311,, 22002244;; and
• ((d)) The description of the Registrant's Ordinary Shares set forth in Exhibit 22..11 to the Registrant''s Annual Report on Form 2200--F,, filed with the Commission on April 88,, 22002244,, and any amendment or report filed for the purpose of further updating that description..

All documents subsequently filed by the Registrant pursuant to Sections 1133((a)),, 1133((c)),, 1144 or 1155((d)) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post--effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,, and any Reports of Foreign Private Issuer on Form 66--K subsequently furnished by the Registrant to the Commission during such period ((or portions thereof)) that are identified in such forms as being incorporated into this Registration Statement,, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing or furnishing ((as applicable)) of such documents.. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement.. Any such statement so modified or superseded shall not be deemed,, except as so modified or superseded,, to constitute a part of this Registration Statement..

Item 55.. Interests of Named Experts and Counsel..

Not applicable..

ITEM 88.. EXHIBITS..

The following exhibits to this Registration Statement on Form S--88 are filed together herewith or incorporated herein by reference..

EXHIBIT INDEX

Exhibit Number	Exhibit
5511**	Opinion of Meitar Law Offices as to the legality of the Registrant's Ordinary Shares being registered
223311**	Consent of Kost,, Forer,, Gabbay and Kasierer,, a member of Ernst && Young Global
223322 **	Consent of Meitar Law Offices ((included in Exhibit 5511))
224411**	Power of Attorney ((included on the signature page of this Registration Statement))
999911	Perion Network Ltd 22002244 Share Incentive Plan ((11))
110077**	Filing Fee Calculation Table

** Filed herewith..

((11)) Previously filed with the SEC on December 2233,, 22002244 as an exhibit to the Registrant's Registration Statement on Form S--88 and incorporated herein by reference..

SIGNATURES

Pursuant to the requirements of the Securities Act of 11993333,, as amended,, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S--88,, and has duly caused this Registration Statement to be signed on its behalf by the undersigned,, thereunto duly authorized,, in the City of Tel Aviv,, Israel,, on this 2200th day of May,, 22002255..

Perion Network Ltd..

By:: //s// Tal Jacobson Name:: Tal Jacobson Title:: Chief Executive Officer

POWER OF ATTORNEY

We,, the undersigned directors and//or officers of the Registrant,, hereby severally constitute and appoint Tal Jacobson and Elad Tzubery,, and each of them singly,, our true and lawful attorneys,, with full power to any of them,, and to each of them singly,, to sign for us and in our names in the capacities indicated below the registration statement on Form S--88 filed herewith,, and any and all amendments to said registration statement,, and any registration statement filed pursuant to Rule 446622((b)) under the Securities Act,, and to file or cause to be filed the same,, with all exhibits thereto and other documents in connection therewith,, with the Commission,, granting unto said attorneys,, and each of them,, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,, as fully to all intents and purposes as each of them might or could do in person,, and hereby ratifying and confirming all that said attorneys,, and each of them,, or their substitute or substitutes,, shall do or cause to be done by virtue of this Power of Attorney..

Pursuant to the requirements of the Securities Act of 11993333,, as amended,, this Registration Statement has been signed by the following persons in the capacities indicated on May 2200,,

22002255..

Name	Title
//s// Eyal Kaplan Eyal Kaplan	Chairman of the Board of Directors
//s// Tal Jacobson Tal Jacobson	Chief Executive Officer and Director ((Principal Executive Officer))
//s// Elad Tzubery Elad Tzubery	Chief Financial Officer ((Principal Financial Officer and Principal Accounting Officer))
//s// Michal Drayman Michal Drayman	Director
//s// Amir Guy Amir Guy	Director
//s// Rami Schwartz Rami Schwartz	Director
//s// Michael Vorhaus Michael Vorhaus	Director
//s// Joy Marcus Joy Marcus	Director

SIGNATURE OF AUTHORIZED U..S.. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 11993333,, as amended,, the undersigned,, the duly authorized representative in the United States of Perion Network Ltd..,, has signed this registration statement on May 2200,, 22002255..

Intercept Interactive Inc.. D//B//A Perion

By:: //s// Tal Jacobson

Name:: Tal Jacobson Title:: Director

Exhibit 55..11

Ramat Gan,, May 2200,, 22002255

Perion Network Ltd.. 22 Leonardo Da Vinci St..,, 2244th Floor,, Tel Aviv 66447733330099,, Israel Israel

RE:: Registration on Form S--88

Ladies and Gentlemen::

We have acted as Israeli counsel to Perion Network Ltd..,, an Israeli company ((the "Company")),, in connection with its filing of a registration statement on Form S--88 on or about May 2200,, 22002255 ((the "Registration Statement")),, under the Securities Act of 11993333,, as amended ((the "Securities Act")),, relating to the registration of 11,,335555,,770044 of the Company 's ordinary shares,, par value NIS 00..0033 per share ((the "Ordinary Shares")),, which may be issued under the Company's 22002244 Share Incentive Plan ((the "Plan"))..

In our capacity as counsel to the Company,, we have examined originals or copies,, certified or otherwise identified to our satisfaction,, of the Company 's ((i)) Amended and Restated Memorandum of Association of the Company ((the "Memorandum")),, ((ii)) Amended and Restated Articles of Association ((the "Articles" and together with the Memorandum,, the "Charter Documents")),, ((iii)) the Plan,, ((iv)) resolutions of the Company's board of directors ((the "Board")) and ((v)) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion..

In such examination,, we have assumed the genuineness of all signatures,, the legal capacity of natural persons,, the authenticity of all documents submitted to us as originals,, the conformity with the original documents of all documents submitted to us as copies,, confirmed as photostatic copies and the authenticity of the originals of such latter documents..

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 Board and shareholders,, which have been provided to us,, are true and accurate and prepared in accordance with the Charter Documents and all applicable laws.. In addition,, we have assumed that the Company will receive the full consideration for the Ordinary Shares ((which may consist,, in part or in full,, of services performed for the Company)).. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel..

On the basis of the foregoing,, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement,, when issued and paid for in accordance with the Plan,, pursuant to agreements with respect to the Plan and,, as the case may be,, pursuant to the terms of the awards that may be granted under the Plan,, will be validly issued,, fully paid and non- assessable..

We hereby consent to the filing of this opinion 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 77 of the Securities Act,, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 550099 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 2233..11

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement ((Form S --88)) pertaining to the Perion Network Ltd.. 22002244 Share Incentive Plan of our reports dated March 2255,, 22002255,, with respect to the consolidated financial statements of Perion Network Ltd.. and the effectiveness of internal control over financial reporting of Perion Network Ltd.. included in its Annual Report ((Form 2200--F)) for the year ended December 3311,, 22002244,, filed with the Securities and Exchange Commission..

//S// KOST FORER GABBAY && KASIERER A member of EY Global Tel Aviv,, Israel May 2200,, 22002255

CALCULATION OF FEE TABLE

FORM S--88 ((Form Type))

PERION NETWORK LTD.. ((Exact Name of Registrant as Specified in its Charter))

Table 11:: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered((11))	Proposed Maximum Offering Price Per Unit((22))	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares,, par value NIS 000033 per share	445577((c)) and 445577((h))	11,,335555,,770044	\$\$1100448855	\$\$1144,,221144,,5555664444	000000001155331100	\$\$22,,1177662255
Total Offering Amounts							\$\$22,,1177662255
Total Fee Offsets							N//A
Net Fee Due							\$\$22,,1177662255

((11)) Pursuant to Rule 441166((a)) under the Securities Act of 11993333,, as amended ((the "Securities Act")),, this Registration Statement on Form S--88 shall also cover any additional Ordinary Shares,, which become issuable under the 22002244 Share Incentive Plan of Perion Network Ltd.. ((the "Company" or the "Registrant")),, by reason of any share dividend,, share split,, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Company..

((22)) Pursuant to Rule 445577((c)) and Rule 445577((h)) under the Securities Act,, solely for the purpose of computing the registration fee,, based on the average of the high and low prices reported for an Ordinary Share on the Nasdaq Global Select Market on May 1133,, 22002255..