Business Context and Reporting Period
This Form 6-K filing by Safe-T Group Ltd. (not Alarum Technologies Ltd.) is dated May 1, 2019. The report serves as a correction to a previously filed proxy statement for an Extraordinary General Meeting of Shareholders scheduled for May 16, 2019. The filing addresses a calculation error in Proposal No. 10 regarding shareholder holdings following the NetNut Transaction and CLA Transaction.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on correcting share ownership percentages and share counts for specific shareholders and lenders.
Material Changes Versus Prior Period
The material change is the correction of a table in the April 11, 2019 proxy statement. The corrected data reflects the following shareholding structures:
- Non-diluted basis: Total shares are 176,276,590. DiviNetworks Ltd. holds 26.6% (46,853,455 shares).
- Maximum Earn-Out and Debenture Shares: Total shares are 384,184,379. Alpha Capital Anstalt holds 22.4% (86,136,638 shares) and Anson Investments Master Fund LP holds 22.0% (84,309,553 shares).
- Fully diluted basis: Total shares are 735,589,066. Alpha Capital Anstalt holds 32.7% (240,439,668 shares) and Anson Investments Master Fund LP holds 32.4% (238,612,583 shares).
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary on operations. It clarifies that the text of the proposed resolution remains as originally presented. The footnotes highlight specific risks and contingencies related to share ownership calculations:
- Blocker Provisions: Limitations on warrant exercise and debenture conversion if ownership exceeds 4.99% or 9.99% thresholds.
- Anti-dilution Protections: Conversion prices may reset if securities are issued below the current price (minimum $0.40 per ADS), potentially issuing up to 509,848,485 additional shares to specific holders.
- Most Favored Nation Rights: Rights to participate in subsequent financings on better terms.
Important Facts for Investor Verification
- Verify the corrected share ownership percentages for Alpha Capital Anstalt and Anson Investments Master Fund LP under fully diluted scenarios (32.7% and 32.4%, respectively).
- Confirm the impact of anti-dilution provisions and blocker provisions on the potential issuance of up to 509,848,485 additional shares.
- Note that the filing corrects a calculation error in a proxy statement and does not contain operational financial results.
- Ensure the registrant name is identified as Safe-T Group Ltd., not Alarum Technologies Ltd.