RADCOM LTD — Major Shareholding Notification 2025

Feb 10, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A 9999999996-24-027859 0002026830 XXXXXXXX LIVE 3 Ordinary Shares par value NIS 0.20 per shares 02/06/2025 false 0001016838 M81865111 RadCom Ltd 24 RAOUL WALLENBERG STREET TEL-AVIV L3 6971920 MICHAEL ZISAPEL 972-54-7369030 24 RAOUL WALLENBERG STREET BUILDING C, 9TH FLOOR TEL-AVIV L3 6971920 0002026830 Zisapel Michael a OO L3 1857868 542147 1857868 542147 1209907 N 7.6 IN (7,8,9,10,11,13) See Item 5. (7,9,11) Includes options to acquire 19,798 Ordinary Shares exercisable currently or within 60 days of February 10, 2025 Y KLIL ZISAPEL a OO L3 1857869 542147 1857869 542147 1209908 N 7.6 IN (7,8,9,10,11,13) See Item 5. (7,9,11) Includes options to acquire 19,799 Ordinary Shares exercisable currently or within 60 days of February 10, 2025 Ordinary Shares par value NIS 0.20 per shares RadCom Ltd 24 RAOUL WALLENBERG STREET TEL-AVIV L3 6971920 1. Michael Zisapel 2. Klil Zisapel 24 Raoul Wallenberg Street, Building C, Tel Aviv 6971920 Israel 1. Mr. Zisapel is a physician at Tel Aviv Sourasky Medical Center. The business address of Mr. Zisapel is 24 Raoul Wallenberg Street, Tel-Aviv, 6971920 Israel. 2. Ms. Zisapel is a writer. The business address of Ms. Zisapel is Vitkin 3, Apartment 5, Tel-Aviv 6347403, Israel. 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. Mr. Zisapel and Ms. Zisapel are each citizens and residents of Israel. The Reporting Persons acquired the securities reported on this Schedule 13D in connection with the illness and subsequent death of their father, Zohar Zisapel, co-founder, member of the Board of Directors and major shareholder of the Issuer, which occurred on May 19, 2023. On May 18, 2023, Zohar Zisapel transferred without consideration 50% of the ownership interests in each of Michael & Klil Holdings (93) Ltd. and Lomsha Ltd. to each of the Reporting Persons, through which the Reporting Persons each hold an indirect ownership interest in an aggregate of 271,074 Ordinary Shares of the Issuer and shared voting and dispositive power with respect to an aggregate of 542,147 Ordinary Shares of the Issuer as the 50% owners of such entities. A probate was issued by the Israeli Registrar for Matters of Succession on August 4, 2023, according to which Zohar Zisapel's assets were divided 50% to Mr. Zisapel and 50% to Ms. Zisapel. Following the completion of certain transfer requirements, the Reporting Persons now own an aggregate of 2,440,147 Ordinary Shares of the Issuer effective as of February 10, 2025 (including options to acquire 39,597 Ordinary Shares exercisable currently or within 60 days of February 10, 2025). No funds or other consideration was used by the Reporting Persons to acquire the shares subject hereof, and no funds or other consideration were borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the shares subject hereof. Mr. Zisapel beneficially owns 1,209,907 Ordinary Shares of the Issuer, consisting of (i) 919,035 Ordinary Shares held directly by Mr. Zisapel, and (ii) 271,074 Ordinary Shares that are held indirectly by Mr. Zisapel through his 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) options to acquire 19,798 Ordinary Shares exercisable within 60 days. Based on 15,881,940 Ordinary Shares of the Issuer issued and outstanding as of November 26, 2024, the Ordinary Shares beneficially owned by Mr. Zisapel represent approximately 7.6% of the Ordinary Shares of the Issuer issued and outstanding. Ms. Zisapel beneficially owns 1,209,908 Ordinary Shares of the Issuer, consisting of (i) 919,035 Ordinary Shares held directly by Ms. Zisapel and (ii) 271,074 Ordinary Shares that are held indirectly by Ms. Zisapel through her 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) options to acquire 19,799 Ordinary Shares exercisable within 60 days. Based on 15,881,940 Ordinary Shares of the Issuer issued and outstanding as of November 26, 2024, the Ordinary Shares beneficially owned by Ms. Zisapel represent approximately 7.6% of the Ordinary Shares of the Issuer issued and outstanding. Mr. Zisapel has sole voting and dispositive power over 1,857,868 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, and has shared voting and dispositive power over an aggregate of 542,147 Ordinary Shares owned by Lomsha Ltd and Michael & Klil Holdings (93) Ltd., in each of which Mr. Zisapel owns a 50% interest. Ms. Zisapel has sole voting and dispositive power over 1,857,867 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, and has shared voting and dispositive power over an aggregate of 542,147 Ordinary Shares owned by Lomsha Ltd and Michael & Klil Holdings (93) Ltd., in each of which Ms. Zisapel owns a 50% interest. From the date of the previous 13-D Amendment filed, dated January 20, 2025, the Reporting Persons have affected the following transactions in the Ordinary Shares of the Issuer: Date of Transaction: January 21, 2025 Number of Shares: 600 Price Per Share: $13.87 Type of Transaction: Sale Date of Transaction: January 22, 2025 Number of Shares : 13,267 Price Per Share: $13.93 Type of Transaction: Sale Date of Transaction: January 23, 2025 Number of Shares : 1,777 Price Per Share: $13.68 Type of Transaction: Sale Date of Transaction: January 24, 2025 Number of Shares : 20,000 Price Per Share: $13.25 Type of Transaction: Sale Date of Transaction: January 28, 2025 Number of Shares : 20,000 Price Per Share: $12.76 Type of Transaction: Sale Date of Transaction: January 29, 2025 Number of Shares : 20,000 Price Per Share: $12.86 Type of Transaction: Sale Date of Transaction: January 30, 2025 Number of Shares : 11,079 Price Per Share: $13.02 Type of Transaction: Sale Date of Transaction: January 31, 2025 Number of Shares : 14,637 Price Per Share: $13.06 Type of Transaction: Sale Date of Transaction: February 4, 2025 Number of Shares : 3,417 Price Per Share: $12.97 Type of Transaction: Sale Date of Transaction: February 5, 2025 Number of Shares : 40,000 Price Per Share: $14.45 Type of Transaction: Sale Date of Transaction: February 6, 2025 Number of Shares : 40,000 Price Per Share: $14.88 Type of Transaction: Sale 99.1 Joint Filing Agreement Zisapel Michael /s/ Zisapel Michael Zisapel Michael 02/10/2025 KLIL ZISAPEL /s/ Klil Zisapel Klil Zisapel 02/10/2025