Alarum Technologies Ltd. current report, Q4 FY2019

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Business Context and Reporting Period

This Form 6-K filing by Safe-T Group Ltd. (not Alarum Technologies Ltd.) covers the month of November 2019. The registrant is a foreign private issuer based in Herzliya, Israel, reporting on the pricing of a public offering and the partial exercise of a greenshoe option.

Key Financial Metrics and Capital Structure

  • Public Offering Proceeds: Gross proceeds of approximately $3.5 million from an underwritten public offering.
  • Offering Structure:
    • 131,400 Units (1 ADS + 1 Warrant) sold at $7.00 per unit.
    • 368,500 Pre-Funded Units (Pre-Funded Warrant + Warrant) sold at $7.00 per unit.
  • Warrant Terms: Warrants allow purchase of 1.5 ADSs per warrant at an exercise price of $7.70 per ADS, exercisable immediately, expiring in five years.
  • Greenshoe Debentures: $500,000 principal amount issued to Alpha Capital Anstalt.
  • Debt Terms: 18-month term, 8% annual interest payable quarterly (cash or ADSs), convertible at $8.00 per ADS.

Material Changes

The filing announces two material capital events occurring in late October 2019 with expected closings in early November 2019:

  1. Completion of a $3.5 million equity offering involving ADSs and warrants.
  2. Partial exercise of a greenshoe option resulting in $500,000 of new convertible debt.

The filing text does not provide comparative financial metrics (revenue, profit, cash flow) for the period or prior periods.

Outlook, Risks, and Contingencies

Management Commentary: The company expects the offering and greenshoe transaction to close on or about November 5, 2019, subject to customary closing conditions.

Risks and Contingencies:

  • Closing is contingent on satisfying conditions in the securities purchase agreements.
  • Forward-looking statements regarding timing and use of proceeds are subject to uncertainties.
  • Investors are directed to risk factors in the Form 20-F filed on March 26, 2019.

Investor Verification Checklist

  • Confirm the actual closing date of the $3.5 million offering and the $500,000 greenshoe debentures.
  • Verify the net proceeds after deducting underwriting discounts and offering expenses.
  • Review the Form 20-F (filed March 26, 2019) for detailed risk factors and historical financial performance.
  • Monitor the exercise of the Pre-Funded Warrants and the conversion of the Greenshoe Debentures.