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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: September 2023
Commission file number: 001-38610
ALARUM TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
30 Haarba’a Street Tel-Aviv (P.O. Box 174)
Tel-Aviv, 6473926 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
As previously reported, on August 8, 2022, Alarum Technologies Ltd. (the “Registrant” or the “Company”) signed a strategic funding agreement with ORB Spring Ltd. (“ORB”) for up to $4 million, to support the growth of its consumer privacy solutions and its customer acquisition program (the “ORB Agreement”). Also as previously reported, on October 27, 2022, the Company amended the ORB Agreement to provide for the cancellation of funding milestones as well as the removal of any discretion previously granted to ORB in connection with the additional $2 million funding out of the $4 million facility.
On July 6, 2023, the Company issued a press release and furnished a Report on Form 6-K with the Securities and Exchange Commission, in which the Company reported, inter alia, a plan to scale down operations in the Company’s Consumer Internet Access business in order to focus on revenue that yields high return on investment and profitability.
On September 7, 2023 (the “Effective Date”), and as part of the measures towards achieving said scale down, the Company and ORB agreed to further amend the ORB Agreement (the “ORB Amendment”). The ORB Amendment provides for the following: (i) ORB agreed to cancel and waive all rights in connection with the warrants issued to ORB as part of the ORB Agreement, as amended (a total of warrants to purchase 5,006,386 ordinary shares of the Company in aggregate, and collectively, the “Warrants”, which equal 30.4% of the Company’s total currently outstanding warrants and options and 8.9% of the Company’s current fully diluted capital), which include: (a) Series A Warrant to purchase 2,068,966 ordinary shares of the Company, (b) Series B Warrant to purchase 344,828 ordinary shares of the Company, (c) Amended and Restated Series C Warrant to purchase 2,222,222 ordinary shares of the Company, and (d) Amended and Restated Series D Warrant to purchase 370,370 ordinary shares of the Company; (ii) a waiver by ORB to any entitlement to a percentage, portion, or share of revenue in connection with the principal facility amount withdrawn by the Company, which amounts to an aggregate total of $2.555 million as of the Effective Date (the “Principal Facility”), of which $1.517 million is currently outstanding, following repayments to-date in total of $1.038 million. Following final repayment of the Principal Facility, the Company is entitled to all revenue resulting and generated from the Company’s Consumer Internet Access business; and (iii) the repayment schedule of the Principal Facility is extended from 24 to 30 months, at the Company’s discretion.
In consideration for said amendments of the ORB Agreement, ORB shall be entitled to a total of $500,000 (the “Consideration”), payable within 30 days following the Effective Date.
The foregoing summary of the ORB Amendment does not purport to be complete and is qualified in its entirety by reference to the ORB Amendment attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K, and is incorporated herein by reference into the registration statements on Form S-8 (File Nos. 333-233510, 333-239249, 333-250138, 333-258744 and 333-267586) and Form F-3 (File Nos. 333-233724, 333-235368, 333-236030, 333-233976, 333-237629, 333-253983 and 333-267580) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description | |
| 10.1* | Amendment to Agreement, dated September 7, 2023, by and between Alarum Technologies Ltd. and ORB Spring Ltd. |
| * | Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the Registrant 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.
|
Alarum Technologies Ltd. |
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| Date: September 11, 2023 | By | /s/ Hagit Gal |
| Name: | Hagit Gal | |
| Title: | Corporate Legal Counsel | |
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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 SAFE-T GROUP LTD. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.
AMENDMENT TO AGREEMENT
This amendment to the Agreement (the “Amendment”) is made on September 7, 2023 (the “Effective Date”), by and between Alarum Technology Ltd. (formerly, Safe-T Group Ltd.) (“Company”), and ORB Spring Ltd. (“Partner”), parties to the agreement made and entered into on August 8, 2022, as amended (the “Agreement”). Capitalized terms not defined herein shall, unless otherwise indicated herein, have the meanings ascribed to such terms in the Agreement.
WHEREAS, on July 3, 2023, the Company provided the Partner with notice pursuant to Section 1.3 of the Agreement regarding full stop of any further withdrawal of payments under the Facility (the “Notice”), and
WHEREAS, Partner is the holder of (a) Series A warrant to purchase 2,068,966 Ordinary shares of the Company, (b) Series B warrant to purchase 344,828 Ordinary shares of the Company, (c) Amended and Restated Series C Warrant to purchase 2,222,222 Ordinary shares of the Company, and (d) Amended and Restated Series D Warrant to purchase 370,370 Ordinary shares of the Company (collectively, the “Warrants”)
WHEREAS, the Parties wish to agree upon the effect of such Notice with respect to the terms and/or conditions of the Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
| 1. | In consideration of the promises made in this Amendment: |
| a. | Partner agrees that any and all rights to future revenue share pursuant to Section 1.2 of the agreement, whether existing or potential, arising from the subject matter of this agreement, shall be waived by the Partner signing below. This waiver includes, but is not limited to, any entitlement to a percentage, portion, or share of revenue in connection with the Principal Facility, which for avoidance of doubt, amounts to a total of US$2.555 million as of the date of the Notice. It is hereby clarified and agreed that Partner shall not be entitled to any other payments in connection with the Principal Facility, except for such payments up to repayment in full of the remaining Actual Tranches up to the total amount of the Principal Facility. |
| b. | The Measure Date for each of the remaining Actual Tranches as set forth pursuant to Section 2.3 of the Agreement, and Schedule 1.2 (as amended) is hereby extended from twenty-four (24) months to thirty (30) months for each remaining Actual Tranche. A revised Schedule 1.2 is attached hereto as Exhibit A. Notwithstanding the forgoing, the Company may elect, at its sole discretion, to settle any Actual Tranche on the original twenty-four (24) months anniversary. |
| c. | The Company and Partner have agreed to cancel all outstanding Warrants. All of the Warrants held by Partner will be automatically terminated as of the Effective Date with no further action required by either the Company or Partner. The partner agrees to waive, and hereby waives, any and all rights that he may have pursuant to the Warrants, including, without limitation, any notice requirements or other provisions contained in any agreements relating to the Warrants. Partner hereby acknowledges and agrees that the consideration specified in Section 2 below represents full and final satisfaction of all of the Company’s obligations to Partner in respect of the Warrants. Effective upon the termination of the Warrants, the Warrants will have no further force or effect and the Company will not have any further obligations to Partner with respect to the Warrants. |
| 2. | Consideration. In exchange for the execution of this Amendment, each of the Company and the Partner acknowledges and agrees that the consideration for the amendments pursuant to Section (1) herein amounts to a total of US$500,000.00 (the “Consideration”). Partner shall be entitled to the Consideration within 30 days from the execution of this Amendment. |
| 3. | 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 this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
| By: | /s/ Shachar Daniel | |||
| /s/ Shai Avnit | By: | /s/ Barak Avitbul | ||
| Name: | Shachar Daniel, CEO | Name: | Barak Avitbul | |
| Name: | Shai Avnit, CFO | Title: | CEO |
Agreed and acknowledged:
| By: | /s/ Barak Avitbul | |
| Barak Avibul |
Exhibit A
Revised Schedule 1.2
| Tranche # | Tranche Payment Date |
Tranche Designated Amount |
Customers Deemed Acquired Utilizing the Tranche (Subject to Section 2.2 of the Agreement) |
The lapse of period pursuant to Section 2.1 |
||||||
| 1 | [***] | [***] | [***] | [***] | ||||||
| 2 | [***] | [***] | [***] | [***] | ||||||
| 3 | [***] | [***] | [***] | [***] | ||||||
| 4 | [***] | [***] | [***] | [***] | ||||||
| 5 | [***] | [***] | [***] | [***] | ||||||
| 6 | [***] | [***] | [***] | [***] | ||||||
| 7 | [***] | [***] | [***] | [***] | ||||||
| 8 | [***] | [***] | [***] | [***] | ||||||
| 9 | [***] | [***] | [***] | [***] | ||||||
| Total | $ | 2,555,555 | ||||||||
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