Business Context and Reporting Period
This Form 6-K filing by Safe-T Group Ltd. (not Alarum Technologies Ltd.) covers the month of December 2019, specifically dated December 23, 2019. The filing announces the pricing of a registered direct offering and the partial exercise of a greenshoe option for convertible debentures.
Key Financial Metrics and Capital Structure
- Registered Direct Offering: Issuance of 269,272 American Depositary Shares (ADSs) at $3.15 per ADS and 260,281 pre-funded warrants at $3.15 each (including a $0.001 exercise price).
- Concurrent Warrants: Issuance of unregistered warrants to purchase 529,553 ADSs with a five-and-a-half-year term, exercisable after six months at $3.30 per ADS.
- Gross Proceeds: The registered direct offering is expected to generate approximately $1,667,829.
- Greenshoe Exercise: Investors exercised an option to purchase additional convertible debentures with an aggregate principal amount of $1,332,171.
- Debt Terms: The new debentures carry an 18-month term, 8% annual interest payable quarterly (in cash or ADSs), and a conversion price of $8.00 per ADS.
Material Changes and Transactions
The primary material change is the dilution of existing shareholders through the issuance of new ADSs and warrants, alongside an increase in debt obligations via the greenshoe debentures. The filing notes a "most favored nation" right for investors, allowing them to convert into subsequent financings on a dollar-for-dollar basis if better terms are offered.
Outlook, Risks, and Contingencies
- Closing Date: Both the registered direct offering and the greenshoe debenture transaction are expected to close on or about December 27, 2019, subject to customary conditions.
- Forward-Looking Statements: Management emphasizes that actual results may differ due to uncertainties, including the failure of closing conditions to be satisfied.
- Risk Factors: Investors are directed to the "Risk Factors" section of the Company's Form 20-F filed on March 26, 2019, for a comprehensive list of risks.
Investor Verification Checklist
- Verify the final closing of the offering and the receipt of gross proceeds on or before December 27, 2019.
- Confirm the exact number of ADSs issued and the final dilution impact on existing shareholders.
- Review the terms of the "most favored nation" clause to understand potential future conversion rights for debenture holders.
- Check subsequent filings for any updates on the company's liquidity position post-closing.