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6-K 1 zk2432169.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024 (Report No. 2)
Commission File Number: 001-41544

SATIXFY COMMUNICATIONS LTD.
(Translation of registrant’s name into English)

12 Hamada Street, Rehovot 7670314
Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐



CONTENTS

Amendment to Master Purchase Agreement

On October 17, 2024, SatixFy UK Limited, a wholly owned subsidiary of SatixFy Communications Ltd. (the “Company”), and MacDonald, Dettwiler and Associates Corporation, an affiliate of MDA Space and Robotics Limited Ltd. (“MDA”) entered into an amendment (the “Amendment”) to the Master Purchase Agreement (the “MPA”), originally entered into on October 31, 2023, by and between SatixFy UK Limited and MDA. The Amendment increases the scope of the original MPA and modifies the terms of the pre-purchase payments and certain product delivery conditions.

Pursuant to the Amendment, MDA will pay $5 million of pre-purchase funds upon signature of the Amendment that were previously tied to an outstanding milestone under the original MPA. Furthermore, an additional $3 million of pre-purchase fund payments have been added to the MPA that are contingent on the achievement of two new milestones.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated herein by reference.

The MPA was previously announced on the Company Report of Foreign Private Issuer Form 6-K dated November 1, 2023.

Press Release

On October 23, 2024, the Company issued a press release titled “SatixFy signs agreements worth $10 million, of which, including $5 million in new agreements and a $5 million prepayment associated with an existing contract with MDA Space,” a copy of which is furnished as Exhibit 99.1 with this Report of Foreign Private Issuer on Form 6-K

Incorporation by Reference

This Report of Foreign Private Issuer on Form 6-K (other than the third and fourth paragraphs of Exhibit 99.1 furnished herewith) is incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration No. 333-279869) and Form S-8 (Registration Nos. 333-268005 and 333-275902), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX
 
Exhibit No.
  
Description



^
Certain information contained in this Exhibit has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the Company treats as private or confidential.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SATIXFY COMMUNICATIONS LTD.
 
 
 
 
 
Date: October 23, 2024
By:
 /s/ Oren Harari
 
 
 
Name  
Oren Harari
 
 
 
Title:
Interim Chief Financial Officer
 


EX-10.1 2 exhibit_10-1.htm EXHIBIT 10.1
Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT
IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE
OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS
THROUGHOUT THIS EXHIBIT.

Amendment #1
Master Purchase Agreement

This amendment #1 (the “Amendment #1”) to the Master Purchase Agreement (the “Agreement”) is entered into on 17 October  by and between:

MacDONALD, DETTWILER AND ASSOCIATES CORPORATION, a company duly incorporated under the laws of Canada, having offices at 21025 Trans-Canada Highway, Sainte-Anne-de-Bellevue, Québec, Canada   H9X 3R2 (the “Buyer”)

AND

SATIXFY UK LIMITED, a private limited company governed by the laws of England and Wales with company registration number 09966402, having its office at Spectrum Point, 279 Farnborough Rd, Farnborough GU14 7LS, United Kingdom, on its behalf and on behalf of its Affiliates (as defined herein below) (the "Seller")

(Buyer and Seller may also be referred to in this Amendment individually as a “Party” or collectively as the “Parties”)

WHEREAS the Parties entered into the Agreement with an effective date of 31 October 2023 (the “MPA” or “Agreement”);;

WHEREAS Buyer has agreed to provide Seller an additional Pre-Purchase amount as stated herein;

NOW THEREFORE, for good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows:


 1.
Section 5.07 Pre-Purchase Amounts is amended by replacing the following:

“Seller shall promptly deliver [***] to Buyer, [***]. Buyer will increase the Pre-Purchase Amount by an additional Five Million United States Dollars ($5,000,000) if Seller delivers to Buyer [***].”

with the following:

“Following execution of Amendment #1 to the Agreement, Buyer will increase the Pre-Purchase Amount by an additional Five Million United States Dollars ($5,000,000 USD).  Buyer shall make the payment of the additional $5,000,000 within ten (10) business days of receiving Seller’s invoice.   In addition, Buyer will further increase the Pre-Purchase Amount by an additional Two Million United States Dollars ($2,000,000 USD) after the successful completion  of [***] and an additional One Million United States Dollars ($1,000,000 USD) following receipt of [***].  Buyer shall make the payment of the additional $2,000,000 and $1,000,000 within forty (45) days of receiving Seller’s respective invoice.”


 2.
Entire Agreement

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between the Amendment and the Agreement or any earlier amendment, the terms of the Amendment will prevail.



 3.
Counterparts

This Amendment may be executed in counterparts, each of which will be considered an original and all of which will constitute one and the same agreement. Receipt of an originally executed counterpart signature page by facsimile or an electronic reproduction of an originally executed counterpart signature page by electronic mail is effective execution and delivery of the Amendment.

The Parties, by their duly authorized representatives, hereby enter into this Amendment as of the Effective Date.

MacDonald, Dettwiler and Associates
Corporation

  
SATIXFY UK LIMITED
Signature
  
Signature
By
  
By
Title
  
Title
Date
  
Date

EX-99.1 3 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1



SatixFy signs agreements worth $10 million, including $5
million in new agreements and a $5 million prepayment
associated with an existing contract with MDA Space
 
Rehovot, Israel, October 23, 2024. SatixFy Communications Ltd. (“SatixFy”) (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that it has signed new agreements in aggregate valued at $5 million, alongside an immediate prepayment of a previously announced $5 million associated with an amendment to an existing contract with MDA Space Ltd (“MDA Space”) (TSX: MDA), a provider of advanced technology and services to the rapidly expanding global space industry. Agreements signed further the significant collaboration between the two companies initiated in October 2023.
 
Under an amendment to the original Master Purchase Agreement (the “MPA Amendment”), signed in October 2023, a total of $3 million was added to the scope of the original agreement, alongside an immediate prepayment of $5 million that was previously announced but not yet paid. Additionally, an Authorization to Proceed (“ATP”) agreement was signed between SatixFy and MDA Space, which is structured around two milestone payments totaling $2 million in the aggregate and setting out the terms for future purchase orders.
 
Nir Barkan, Chief Executive Officer of SatixFy, commented, “MDA Space continues to be a very strong partner of SatixFy. We are very proud that our business continues to grow and expand with them, building on the $60 million transaction signed with them in October of last year. These new agreements could allow us to present significant double digit revenue growth rates next year.”
 
Added Mr. Barkan: “Above all, these agreements reinforce the strategic value of our technology to MDA Space and fortifies our position as a key technology provider of both space-grade chips and software for next-generation digital satellite payloads. Our expanding partnership with MDA Space demonstrates the growing demand for our solutions. It represents another milestone in our long-term growth strategy, positioning our space-grade chips as the core technology driving global communications in many of the next-generation Low Earth Orbit (“LEO”) and Geostationary Orbit (“GEO”) satellite constellations set to launch in the coming years.”
 
About Satixfy
 
SatixFy develops end-to-end next-generation satellite communications systems, including satellite multi beam digital antennas, user terminals and modems, based on powerful chipsets that it develops in house.
 
SatixFy’s products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X. SatixFy’s innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy’s advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, using LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more.
 
SatixFy is headquartered in Rehovot, Israel with additional offices in the U.S., U.K. and Bulgaria. For more information, please visit www.SatixFy.com.

 
Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, SatixFy is using forward looking statement in this press release when it discusses the execution of the MPA Amendment; the future payments under the MPA Amendment based on meeting specific milestones; the future payments under the ATP agreement; SatixFy’s growth and expansion; the expansion of the global space industry; SatixFy’s potential revenue growth; the strategic value of SatixFy’s technology to MDA Space; SatixFy’s position as a key technology provider of both space-grade chips and software for next-generation digital satellite payloads; the growing demand for SatixFy’s solutions; SatixFy’s long-term growth strategy; and SatixFy’s space-grade chips position as the core technology driving global communications in the next-generation LEO and GEO satellite constellations set to launch in the coming years. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among others: SatixFy’s planned level of revenues and capital expenditures; SatixFy’s available cash and its ability to obtain additional funding; SatixFy’s ability to market and sell its products; legal and regulatory developments in the United States and other countries; SatixFy’s ability to maintain its relationships with suppliers, distributors and other partners; SatixFy’s ability to maintain or protect the validity of its patents and other intellectual property; political, economic and military instability in the Middle East, specifically in Israel; as well as those factors set forth in the Risk Factors section of SatixFy’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 29, 2024, as amended, and other documents filed with or furnished to the SEC which are available on the SEC’s website, www.sec.gov. SatixFy undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
 
Contacts
 
Investor Contact:
Kenny Green & Ehud Helft, EK Global IR, satixfy@ekglobal.com
 
Media Contact:
Aviv Sax Nahamoni, info@satixfy.com
 
SAT-COM
 
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