Business Context and Reporting Period
This Form 6-K filing by Safe-T Group Ltd. (not Alarum Technologies Ltd.) covers the month of November 2022, with a report date of November 25, 2022. The registrant is a foreign private issuer headquartered in Herzliya, Israel, reporting pursuant to Rule 13a-16 under the Securities Exchange Act of 1934.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and capital market activities rather than financial performance results.
Material Changes and Corporate Actions
- ATM Sales Agreement: On November 25, 2022, the company entered into an "at-the-market" (ATM) Sales Agreement with ThinkEquity LLC. This agreement allows the company to offer and sell American Depositary Shares (ADSs), where each ADS represents ten ordinary shares, through ThinkEquity as the sales agent.
- Commission Structure: The company will pay ThinkEquity a commission of 3.0% of the aggregate gross proceeds from each sale of ADSs.
- Authorized Share Capital Reduction: The filing references an Amended and Restated Articles of Association reflecting a reduction in authorized share capital from 3,000,000,000 ordinary shares to 75,000,000 ordinary shares, approved by shareholders on September 19, 2021.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on future outlook, or specific risk factors beyond standard legal disclaimers. The ATM agreement is non-binding regarding the volume of shares to be sold; the company is not obligated to sell any ADSs, and the sales agent is only required to use commercially reasonable efforts. Sales are subject to customary closing conditions and Nasdaq Capital Market rules.
Key Facts for Investor Verification
- Verify the current market price of Safe-T Group Ltd. ADSs to assess the potential dilution impact of the new ATM facility.
- Confirm the total number of ADSs sold under this agreement in subsequent filings, as the initial filing only establishes the framework.
- Review the company's cash position in the most recent 20-F or 10-K to understand the necessity of this capital raise mechanism.
- Note the significant reduction in authorized share capital (from 3 billion to 75 million shares) and ensure this aligns with current outstanding share counts.