Business Context and Reporting Period
This Form 6-K filing by Safe-T Group Ltd. (also referenced as Alarum Technologies Ltd. in metadata) covers the month of August 2019. The report details a warrant repricing agreement and a partial exercise of a greenshoe option with Anson Investments Master Fund LP.
Key Financial Metrics and Transaction Details
- Warrant Repricing: The exercise price for 100,392 warrants was reduced from $1.38 to $0.9961 per American Depositary Share (ADS). In exchange, the holder agreed to exercise all repriced warrants in full.
- Greenshoe Exercise: Anson Investments exercised a portion of its greenshoe option to purchase convertible debentures with a principal amount of $400,000.
- Debt Terms: The new debentures carry an 18-month term and bear interest at 8% per annum, payable quarterly in cash or ADSs.
- Conversion Terms: The debentures are convertible at $0.9961 per ADS, subject to a reset mechanism if securities are issued below this price (with a floor of $0.40 per ADS).
The filing does not provide specific revenue, profit, cash flow, or liquidity metrics for the period.
Material Changes
The primary material change is the reduction of the warrant exercise price to $0.9961, which is approximately 28% lower than the original $1.38 price. Additionally, the company incurred new debt obligations of $400,000 through the partial greenshoe exercise.
Outlook, Risks, and Management Commentary
The greenshoe transaction is expected to close on or about September 4, 2019. The filing notes a risk of dilution if the conversion price of the debentures is reset due to future issuances of securities below the current conversion price, though a floor of $0.40 per ADS applies. No other management commentary or forward-looking guidance is provided in this specific filing.
Investor Verification Checklist
- Verify the total number of shares issued upon the full exercise of the 100,392 repriced warrants.
- Confirm the closing date and funding receipt for the $400,000 greenshoe debentures.
- Review the company's current cash position to assess the ability to service the 8% quarterly interest payments on the new debentures.
- Monitor future capital raises to determine if the $0.40 conversion price floor on the debentures will be triggered.