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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
MOBILICOM LIMITED
Commission File Number 001-41427
(Translation of registrant’s name into English)
1 Rakefet Street
Shoham, Israel 6083705
(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
This Report of Foreign Private Issuer on Form 6-K consists of the Registrant’s (i) Interim Condensed Financial Statements as of June 30, 2025, which is attached hereto as Exhibit 99.1, (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025, which is attached hereto as Exhibit 99.2 and (iii) press release issued on September 9, 2024, titled “Mobilicom Reports Financial and Operational Results for the Six Months Ended June 30, 2025”, which is attached hereto as Exhibit 99.3.
This Report on Form 6-K, including Exhibit 99.1, Exhibit 99.2, and the first paragraph, the sections titled “Financial Highlights for the Six Months Ended June 30, 2025”, “H1 2025 and Recent Operational Highlights”, “Forward Looking Statements”, “Use of Non-IFRS Financial Information” and the Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income, Reconciliation table of EBITDA to Loss after income tax expenses and Unaudited Interim Condensed Consolidated Statements of Financial Position tables in the press release attached as Exhibit 99.3, is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-284265) and Form F-3 (File No. 333-274929), 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 INDEX
| Exhibit No. | ||
| 99.1 | Mobilicom Ltd.’s Interim Consolidated Condensed Financial Statements as of June 30, 2025. | |
| 99.2 | Mobilicom Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025. | |
| 99.3 | Press release titled: “Mobilicom Reports Financial and Operational Results for the Six Months Ended June 30, 2025.” | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
| MOBILICOM LIMITED | |||
| Date: August 12, 2025 | By: | /s/ Oren Elkayam | |
| Name: | Oren Elkayam | ||
| Title: | Chairman | ||
3
Exhibit 99.1
![]() |
Mobilicom Limited
Unaudited interim condensed consolidated financial statements as of June 30, 2025
|
Mobilicom Limited Contents |
![]() |
| Mobilicom Limited | ![]() |
| Unaudited interim condensed consolidated statement of profit or loss and other comprehensive income | |
|
For the half-year ended June 30, 2025 (In US dollars, except for EPS data) |
| Note | June 30, 2025 |
June 30, 2024 |
|||||||||
| $ | $ | ||||||||||
| Unaudited | Unaudited | ||||||||||
| Revenue | 4 | 1,450,561 | 1,804,765 | ||||||||
| Cost of sales | (653,381 | ) | (802,151 | ) | |||||||
| Research and development grants | 101,493 | 45,977 | |||||||||
| Foreign exchange gains | 1,2 | 136,518 | |||||||||
| Interest received | 108,054 | 123,388 | |||||||||
| Net gain on fair value movement of warrants | 6 | 2,517,148 | 1,292,371 | ||||||||
| Total other income | 2,726,695 | 1,598,254 | |||||||||
| Expenses | |||||||||||
| Selling and marketing expenses | (903,353 | ) | (924,449 | ) | |||||||
| Research and development | (1,376,180 | ) | (1,047,126 | ) | |||||||
| General and administration expenses | (1,150,596 | ) | (1,127,117 | ) | |||||||
| Foreign exchange losses | 1,2 | (49,114 | ) | ||||||||
| Finance costs | (90,258 | ) | (1,099,051 | ) | |||||||
| Loss before income tax expense | (45,626 | ) | (1,596,875 | ) | |||||||
| Income tax expense | (23,120 | ) | (57,000 | ) | |||||||
| Net loss | (68,746 | ) | (1,653,875 | ) | |||||||
| Other comprehensive income/ (loss) | |||||||||||
| Items that will not be reclassified subsequently to profit or loss | |||||||||||
| Re-measurement of defined benefit plans | 2,8 | (5,747 | ) | 3,098 | |||||||
| Items that may be reclassified subsequently to profit or loss | |||||||||||
| Foreign currency translation | 2,8 | 215,220 | (173,688 | ) | |||||||
| Other comprehensive income/ (loss) for the half-year, net of tax | 209,473 | (170,590 | ) | ||||||||
| Total comprehensive income/ (loss) for the half-year attributable to the owners of Mobilicom Limited | 140,727 | (1,824,465 | ) | ||||||||
| Cents | Cents | ||||||||||
| Basic and diluted earnings/(losses) per share | 10 | (0.11 | ) | ||||||||
| * | less than $0.01 cents |
The above unaudited interim condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes The above unaudited interim condensed consolidated statement of financial position should be read in conjunction with the accompanying notes
| Mobilicom Limited | ![]() |
| Unaudited interim condensed consolidated statement of financial position | |
|
As at June 30, 2025 (In US dollars, except for EPS data) |
| Note | June 30 2025 |
December 31 2024 |
|||||||||
| $ | $ | ||||||||||
| Unaudited | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 6,833,201 | 8,589,282 | |||||||||
| Restricted cash | 103,733 | 97,108 | |||||||||
| Trade receivables | 347,092 | 752,584 | |||||||||
| Other receivables | 315,859 | 196,641 | |||||||||
| Inventories, net | 971,450 | 892,882 | |||||||||
| Total current assets | 8,571,335 | 10,528,497 | |||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment, net | 82,404 | 81,420 | |||||||||
| Right-of-use assets | 528,774 | 232,868 | |||||||||
| Total non-current assets | 611,178 | 314,288 | |||||||||
| Total assets | 9,182,513 | 10,842,785 | |||||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Trade payables | 185,455 | 274,380 | |||||||||
| Other payables | 843,917 | 959,274 | |||||||||
| Lease liabilities | 5 | 205,426 | 211,265 | ||||||||
| Total current liabilities | 1,234,798 | 1,444,919 | |||||||||
| Non-current liabilities | |||||||||||
| Governmental liabilities on grants received | 14,558 | 12,468 | |||||||||
| Employee benefits | 220,224 | 200,604 | |||||||||
| Lease liabilities | 5 | 319,571 | 16,028 | ||||||||
| Warrants financial liability | 6 | 2,623,773 | 5,140,921 | ||||||||
| Total non-current liabilities | 3,178,126 | 5,370,021 | |||||||||
| Total liabilities | 4,412,924 | 6,814,940 | |||||||||
| Net assets | 4,769,589 | 4,027,845 | |||||||||
| Equity | |||||||||||
| Issued capital | 7 | 34,993,134 | 34,837,206 | ||||||||
| Reserves | 8 | 236,603 | (417,959 | ) | |||||||
| Accumulated losses | (30,460,148 | ) | (30,391,402 | ) | |||||||
| Total equity | 4,769,589 | 4,027,845 | |||||||||
| Mobilicom Limited | ![]() |
| Unaudited interim condensed consolidated statement of changes in equity | |
|
For the half-year ended June 30, 2025 (In US dollars, except for EPS data) |
| Issued | Share based payments | Foreign currency translation | Remeasurement | Accumulated | Total | |||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | equity | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||||||||
| Balance at January 1, 2024 | 31,035,121 | 1,233,434 | (2,054,227) | (90,686) | (22,381,044) | 7,742,598 | ||||||||||||||||||
| Net Loss | (1,653,875 | ) | (1,653,875 | ) | ||||||||||||||||||||
| Other comprehensive income/ (loss) for the half-year, net of tax | (173,688 | ) | 3,098 | (170,590 | ) | |||||||||||||||||||
| Total comprehensive income /(loss) for the half-year | (173,688 | ) | 3,098 | (1,653,875 | ) | (1,824,465 | ) | |||||||||||||||||
| Share-based payments | 428,066 | 428,066 | ||||||||||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||
Contributions of equity, net of transaction costs |
1,816,817 | 1,816,817 | ||||||||||||||||||||||
| Expiry of options | 26,369 | (26,369 | ) | - | ||||||||||||||||||||
| Balance at June 30, 2024 | 32,878,307 | 1,635,131 | (2,227,915 | ) | (87,588 | ) | (24,034,919 | ) | 8,163,016 | |||||||||||||||
The above unaudited interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes
| Mobilicom Limited | ![]() |
| Unaudited interim condensed consolidated statement of changes in equity | |
|
For the half-year ended June 30, 2025 (In US dollars, except for EPS data) |
| Issued | Share based payments | Foreign currency translation | Remeasurement | Accumulated | Total | |||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | equity | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||||||||
| Balance at January 1, 2025 | 34,837,206 | 1,817,397 | (2,162,530 | ) | (72,826 | ) | (30,391,402 | ) | 4,027,845 | |||||||||||||||
| Net loss | - | (68,746 | ) | (68,746 | ) | |||||||||||||||||||
| Other comprehensive income/ (loss) for the half-year, net of tax | 215,220 | (5,747 | ) | 209,473 | ||||||||||||||||||||
| Total comprehensive income/ (loss) for the half-year | 215,220 | (5,747 | ) | (68,746 | ) | 140,727 | ||||||||||||||||||
| Share-based payments | 541,197 | 541,197 | ||||||||||||||||||||||
| Contributions of equity, net of transaction Costs (note 7) |
21,607 | 21,607 | ||||||||||||||||||||||
| Shares issued under service agreement (note 7) | 100,000 | - | - | - | - | 100,000 | ||||||||||||||||||
| Capital raising costs | (61,787 | ) | (61,787 | ) | ||||||||||||||||||||
| Expiry of options | 96,108 | (96,108 | ) | |||||||||||||||||||||
| Balance at June 30, 2025 | 34,993,134 | 2,262,486 | (1,947,310 | ) | (78,573 | ) | (30,460,148 | ) | 4,769,589 | |||||||||||||||
The above unaudited interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes
| Mobilicom Limited | ![]() |
| Unaudited interim condensed consolidated statement of cash flows | |
|
For the half-year ended June 30, 2025 (In US dollars, except for EPS data) |
|
June 30 2025 |
June 30 2024 |
|||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Cash flows from operating activities | ||||||||
| Receipts from customers | 1,856,054 | 2,281,896 | ||||||
| Payments to suppliers and employees | (3,630,402 | ) | (3,524,972 | ) | ||||
| Interest received | 108,054 | 123,388 | ||||||
| Interest paid on lease liabilities | (6,897 | ) | (15,747 | ) | ||||
| Government grants received | 101,493 | 45,977 | ||||||
| Net cash used in operating activities | (1,571,698 | ) | (1,089,458 | ) | ||||
| Cash flows from investing activities | ||||||||
| Payments for property, plant and equipment | (13,565 | ) | (19,458 | ) | ||||
| Net cash used in investing activities | (13,565 | ) | (19,458 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from shares issuance | 21,607 | 2,949,909 | ||||||
| Capital raising costs | (61,787 | ) | (436,203 | ) | ||||
| Repayment of lease liabilities | (124,013 | ) | (115,163 | ) | ||||
| Net cash provided by / (used in) financing activities | (164,193 | ) | 2,398,543 | |||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | (1,749,456 | ) | 1,289,627 | |||||
| Cash and cash equivalents and restricted cash at the beginning of the financial half-year | 8,686,390 | 8,444,709 | ||||||
| Cash and cash equivalents and restricted cash at the end of the financial half-year | 6,936,934 | 9,734,336 | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Recognition of right-of-use assets against lease liabilities | 396,218 | |||||||
The above unaudited interim condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes The consolidated condensed interim unaudited financial statements cover Mobilicom Limited (the “Company”) as a group consisting of the Company and the entities it controlled at the end of, or during, the half year ended June 30, 2025 (collectively, the “Group”).
| Mobilicom Limited | ![]() |
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 1. General information
On January 1, 2024, the Company transitioned from the Australian dollar (“AUD”) as its presentation currency to the U.S. dollar (‘USD”) as its presentation currency. The change was accounted as a change of accounting policy on a retrospective basis in the Company’s annual report for the year ended December 31, 2024. In addition, commencing January 1, 2024, the Company transitioned from AUD as its functional currency to USD as its functional currency.
The functional currency of the Company’s subsidiary, Mobilicom Ltd (“Mobilicom Israel”), is Israeli New Shekels (“NIS”) and the functional currency of the Company’s subsidiary, Mobilicom Inc., is United States dollars (“USD”).
During the period ended June 30, 2025, the Company exercised the option to renew the lease for its principal executive offices for additional lease period of 24 months starting February 2026 and recognized $396,218 under for right-of-use assets and lease liabilities.
The Company is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
| Registered office | Principal place of business | |
| C/- JM Corporate Services | 1 Rakefet Street | |
| Level 21, 459 Collins Street | Shoham, Israel 6083705 | |
| Melbourne, Victoria, 3000 | ||
| Australia |
The company’s principal activities are design, develop and deliver of cybersecurity and smart robust solutions for drone, robotics and autonomous platforms.
The Company is an end-to-end provider of cybersecurity and robust solutions for drones, robotics & autonomous platforms. As a high-tech company it designs, develops, and delivers robust solutions focused primarily on targeting global drone, robotics and autonomous system manufacturers. The Company holds patented technology & unique know-how for Mobile Mesh networking. It has a large, field proven portfolio of commercialized products used in a variety of applications. The Company is growing a global customer base with sales to high profile customers including corporates, governments, and military departments. The Company’s competitive advantages include outstanding security capabilities and performance in harsh environmental conditions. The Company’s large solution portfolio is being deployed worldwide, seeing the Company derive revenue from hardware, software sales& licensing fees
In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts. In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. While the vast majority of the employees of the Company are situated in Israel, as of the date of the authorization of the financial statements by the directors, none of the Company’s members of management nor employees are in active military reserve duty. The Company’s product, research and development and business development activities remain on track.
The consolidated condensed interim unaudited financial statements were authorised for issue, in accordance with a resolution of directors, on August 12, 2025.
| Mobilicom Limited | ![]() |
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 2. Material accounting policy information
These consolidated condensed interim unaudited financial statements for the interim half-year reporting period ended June 30, 2025, have been prepared in accordance with International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”).
These consolidated condensed interim unaudited financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these consolidated condensed interim unaudited financial statements are to be read in conjunction with the annual report for the year ended December 31, 2024, and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Australian Corporations Act 2001.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
Liquidity
These unaudited interim condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As of June 30, 2025, the Company has not achieved positive cash flow from operations and generated $30,460,148 of accumulated losses since inception. The Company estimates that it has adequate financial resources for the foreseeable future based on its current cash and trade receivable balances and its ongoing operations. Until the Company can generate significant recurring revenues, profit and cash flow provided by operating activity it expects to satisfy future cash needs through debt or equity financing as well as governmental grants. In the event that the Company requires additional financing, it may not be able to raise such financing on terms acceptable to it or at all.
Note 3. Operating segments
The company operates in one segment. Management does not segregate its business for internal reporting. The company’s chief operating decision makers (“CODM”) evaluate the performance of the business based on financial data consistent with the presentation in the accompanying financial statements. The company concluded that its unified business is conducted globally and accordingly represents one operating segment.
| Mobilicom Limited | ![]() |
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 4. Revenue
| June 30, 2025 |
June 30, 2024 |
|||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Sales of goods | 1,450,561 | 1,804,765 | ||||||
Revenue from contracts with customers
Revenue from the sale of goods is recognized at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.
Income by geography
| For the period ended June 30, 2025 |
For the period ended June 30, 2024 |
|||||||
| % of total income |
% of total income |
|||||||
| Israel | 30 | % | 65 | % | ||||
| U.S. & Canada | 50 | % | 30 | % | ||||
| Rest of the world | 20 | % | 5 | % | ||||
Note 5. Lease liabilities
| June 30, 2025 |
December 31, 2024 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Current | 205,426 | 211,265 | ||||||
| Non-current | 319,571 | 16,028 | ||||||
| Lease liability | 524,997 | 227,293 | ||||||
| Mobilicom Limited | ![]() |
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 6. Current liabilities - Warrants financial liability
| June 30, 2025 |
December 31, 2024 |
|||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Warrants at fair value | 2,623,773 | 5,140,921 | ||||||
The Company accounts for warrants issued to investors in conjunction with IFRS 9 “Financial Instruments” accounting standards issued by IASB.
| (a) | On August 25, 2022, the Company completed its U.S. listing on the Nasdaq via the issuance of 3,220,338 American Depository Shares (“ADSs”), each ADS representing two hundred seventy five ordinary shares of the Company, no par value, and the accompanying 3,220,338 tradable pre-funded warrants for a total consideration of $13,299,996. Each ADS represents 275 ordinary shares, no par value, of the Company. One tradable pre-funded warrant gives the holder the right to purchase one ADS. Each tradable pre-funded warrants exercised to one ADS at an exercise price of $5.00, has 5-year term, and can be exercised any time before expiry date August 24, 2027. |
In addition, on August 25, 2022, in connection with the U.S listing, the Company granted a total of 161,017 representative warrants each exercised to one ADS at an exercise price of $5.16. The representative warrants have 5-year term, and they can be exercised any time before their expiry date August 25, 2027. The representative warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.
The tradable pre-funded warrant and representative warrant are referred herein together as “August 2022 Warrants”. The August 2022 Warrants represent financial liabilities at fair value through profit or loss.
On June 30, 2023, the Company reassessed the valuation methodology applied to the valuation of the August 2022 Warrants, in conjunction with an independent valuation from a third party. The August 2022 Warrants are trading on Nasdaq and based on current market activity, it was deemed to be in an active market. The directors believe the quoted share price of the MOBBW security trading on the Nasdaq represents a more accurate valuation of the August 2022 Warrants based on the guidance of IFRS 13 Fair Value Measurement where the fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities. This has resulted in a change of valuation (moving from Level 2 fair value measurement type to Level 1) that was applied on December 31, 2022, as a change in accounting estimates
The following assumptions were based on observable market conditions that existed at December 31, 2024 and June 30, 2025:
| Assumption | At December 31, 2024 | At June 30, 2025 | ||||||||||||||
| Fair value hierarchy | Level 1 | Level 1 | Level 1 | Level 1 | ||||||||||||
| Exercise price | $ | 5.0 | $ | 5.16 | $ | 5.0 | $ | 5.16 | ||||||||
| Warrant price | $ | 0.800 | $ | 0.800 | $ | 0.370 | $ | 0.370 | ||||||||
| Fair value per warrant | $ | 0.800 | $ | 0.800 | $ | 0.370 | $ | 0.370 | ||||||||
For the half-year ended June 30, 2025, the Company recorded fair value gain, net of translation adjustments of $1,259,897 under the unaudited interim condensed consolidated statement of profit or loss and other comprehensive income as a result of the change in the fair value of August 2022 Warrants.
| (b) |
On January
30, 2024, the Company completed a registered direct offering via the issuance of 486,871 ADSs at an offering price of $1.55 per ADS and
1,416,354 pre-funded warrants at an offering price of $1.5499 for total consideration of $2,949,857. One pre-funded warrant is exercisable
to one ADS upon payment of the remaining $0.0001 per warrant. |
| Mobilicom Limited | ![]() |
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 6. Current liabilities - Warrants financial liability (continued)
During April 2024 and December 2024, 520,078 pre-funded warrants were exercised into 520,078 ADS for a total of $52, and 896,276 pre-funded warrants were exercised into 895,842 ADS on a cashless basis In addition, on January 30, 2024, in a concurrent private placement, the Company issued to the investors in the registered direct offering warrants to purchase up to an aggregate of 1,903,225 ADS at an exercise price of $1.55 per ADS. The warrants have 5-year term, and they can be exercised any time before expiry date January 30, 2029. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.
In addition, on January 30, 2024, in connection with the registered direct offering, the Company granted a total 95,161 placement agent warrants each exercisable to one ADS at an exercise price of $1.55. The placement agent warrants have 5-year term, and they can be exercised any time before expiry date January 30, 2029. The placement agent warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.
During December 2024, 761,290 private placement warrants were exercised for a total of $1,180,000
The pre-funded warrant, private placement warrants, and placement agent warrant are referred herein together as “January 2024 Warrants”. The January 2024 Warrants represent financial liabilities at fair value through profit or loss.
The following assumptions were based on observable market conditions that existed at issued date and of June 30, 2025:
| At December 31, 2024 | At June 30, 2025 | |||||||||||
| Assumption Fair value hierarchy |
Pre-funded Level 2 |
Regular Level 2 |
Regular Level 2 |
|||||||||
| Historical volatility | 92.0 | % | 92.0 | % | 112.7 | % | ||||||
| Exercise price | $ | 0.000 | $ | 1.550 | $ | 1.550 | ||||||
| Share price | $ | 3.810 | $ | 3.810 | $ | 2.520 | ||||||
| Risk-free interest rate | 4.4 | % | 4.4 | % | 3.7 | % | ||||||
| Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
| Fair value per warrant | $ | 3.810 | $ | 2.260 | $ | 1.244 | ||||||
For the half-year ended June 30, 2025, the Company recorded fair value gain, net of translation adjustments of $1,257,251 under the unaudited interim condensed consolidated statement of profit or loss and other comprehensive income as a result of the change in the fair value of January 2024 Warrants.
A summary of changes in August 2022 Warrants and January 2024 Warrants issued by the Company during the year ended June 30, 2025, is as follows:
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Balance as of December 31, 2024 | $ | 2,345,084 | $ | 2,795,837 | $ | 5,140,921 | ||||||||||
| Fair value gain recognized in unaudited interim condensed consolidated statement of profit or loss and other comprehensive income | (1,259,897 | ) | (1,257,251 | ) | (2,517,148 | ) | ||||||||||
| Warrant liability as of June 30, 2025 | $ | 1,085,187 | $ | 1,538,586 | $ | 2,623,773 | ||||||||||
| Mobilicom Limited |
|
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 7. Equity - issued capital
| Consolidated | ||||||||||||||||
| June 30, 2025 |
December 31, 2024 | June 30, 2025 |
December 31, 2024 |
|||||||||||||
| Shares | Shares | $ | $ | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Ordinary shares - fully paid | 2,072,377,143 | 2,059,298,968 | 34,993,134 | 34,837,206 | ||||||||||||
Movements in spare share capital
| Details | Date | Shares | Issue price | $ | |||||||||||
| Balance | December 31, 2024 | 2,059,298,968 | 34,837,206 | ||||||||||||
| Issue of ATM sale transactions shares, net of sales agent fees (*) | February 2025 | 2,078,175 | $ | 0.01 | 21,607 | ||||||||||
| Issue of shares under service agreement (**) | February 4, 2025 | 11,000,000 | $ | 0.01 | 100,000 | ||||||||||
| Capital raising costs | (61,787 | ) | |||||||||||||
| Expiry of options | 96,108 | ||||||||||||||
| Balance | June 30, 2025 | 2,072,377,143 | 34,993,134 | ||||||||||||
| (*) | On February 3, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent ADSs having an aggregate offering price of up to $10 million. |
As of June 30, 2025, the Company sold 7,557 ADSs under the Sales Agreement, at an average sales price of $2.95, for gross proceeds of $22,275, net of sales cash commission of $668.
| (**) | On November 1, 2022, the Company entered investor relations service agreement (“IR Agreement”) pursuant to which part of the compensation was to be paid as equity. On February 4, 2025 (the “Approval Date”), in connection with the IR Agreement’s compensation terms, the board of directors of the Company approved the issuance of 11,000,000 ordinary shares, representing 40,000 ADSs, representing a total value of $100,000 based on the closing share price of the Company’s ADSs on the Approval Date of $2.50 per ADS. |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
| Mobilicom Limited |
|
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 7. Equity - issued capital (continued)
Employee Incentive Options and Restricted Share Units (“RSUs”)
On February 15, 2025, the board of directors of the Company approved grant of 72,250,000 unlisted options and 35,750,000 RSUs to employees, directors and consultants of the Company.
The options have an exercise price of $0.005 and expire on February 15, 2030.
34,000,000 options vests over a period of 3 years from vesting start dates. 38,250,000 options vests over a period of 4 years from vesting start dates.
The fair value of the options was $0.0085. The fair value was estimated using the Black-Scholes option pricing model with the following assumptions: share price – $0.010; exercise price – $0.005; expected life - 5 years; annualized volatility – 117.4%; dividend yield - 0%; risk free rate – 3.97%.
For the period ended June 30, 2025, the Company recognized share based payments related with February 15, 2025, options grant in total of $104,144.
The RSUs have no exercise price and no expiry date. The RSUs vests over a period of 3 years from date of grant.
For the period ended June 30, 2025, the Company recognized share based payments related with February 15, 2025, RSUs grant in total of $60,064.
On June 26, 2025, the board of directors of the Company approved grant of 248,684,700 RSUs to directors of the Company. The RSUs have no exercise price and no expiry date.
124,342,350 RSUs vests on July 20, 2025. 124,342,350 vests over multiple vesting events till December 31, 2025.
For the period ended June 30, 2025, the Company recognized share based payments related with June 26, 2025, RSUs grant in total of $ 245,298.
Note 8. Equity - reserves
| June 30, 2025 |
December 31, 2024 |
|||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Foreign currency reserve | (1,947,310 | ) | (2,162,530 | ) | ||||
| Re-measurements reserve | (78,573 | ) | (72,826 | ) | ||||
| (2,025,883 | ) | (2,235,356 | ) | |||||
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the condensed interim financial statements of foreign operations to Australian dollars.
Re-measurement reserve
The reserve is used for remeasurements comprising actuarial gains and losses on the net defined benefit liability.
| Mobilicom Limited |
|
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 8. Equity - reserves (continued)
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
| Re-measurement | Foreign currency | |||||||||||
| Consolidated | reserve | reserve | Total | |||||||||
| $ | $ | $ | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| Balance on December 31, 2024 | (72,826 | ) | (2,162,530 | ) | (2,235,356 | ) | ||||||
| Foreign currency translation | 215,220 | 215,220 | ||||||||||
| Re-measurement of defined benefits plans | (5,747 | ) | (5,747 | ) | ||||||||
| Balance on June 30, 2025 | (78,573 | ) | (1,947,310 | ) | (2,025,883 | ) | ||||||
Note 9. Subsequent events
| (a) | As part of its planning to deregister as a public company in Australia and transition from trading American Depositary Shares (ADSs) to trading its ordinary shares on Nasdaq, the Company is required to strengthen its equity position in order to meet applicable regulatory and listing requirements. During July 2025, the Company sold 677,215 ADS under the Sales Agreement, at an average sale price of $3.71, for gross proceeds of $2,511,299, net of sales cash commission of $75,339. |
| (b) | On July 20, 2025, the board of directors of the Company approved vesting acceleration for the outstanding unvested options balance at the dates of resignation of two non-executive directors (“Ex-NED”) (the first Ex-NED resigned on June 1, 2025, and the second Ex-NED resigned on June 7, 2025). Each of the Ex-NEDs held 18,560 unvested options at the date of resignation. Additionally, the board of directors approved a period extension to exercise the Ex-NEDs vested options from 60 days after resignation (as per the Company’s Employee Securities Incentive Plan terms) to 12 months after resignation. |
| Mobilicom Limited |
|
| Notes to the unaudited interim condensed consolidated financial statements | |
|
June 30, 2025 (In US dollars, except for EPS data) |
Note 10. Earnings per share
| June 30, 2025 |
June 30, 2024 |
|||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Net loss | (68,746 | ) | (1,653,875 | ) | ||||
| Number | Number | |||||||
| Weighted average number of ordinary shares used in calculating basic and diluted earnings/(losses) per share | 2,069,708,742 | 1,555,961,075 | ||||||
| Cents | Cents | |||||||
| Basic and diluted earnings/(losses) per share | (0.11 | ) | ||||||
| * | less than $0.01 cents |
The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion under IASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity is loss generating.
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following selected financial data and discussion of the Company’s operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K and the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission, or the SEC, on March 27, 2025, or the Annual Report. The Company’s financial statements are prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and reported in U.S. dollars. The Company maintain its accounting books and records in U.S. dollars and its functional currency is the U.S. dollar. Certain amounts presented herein may not sum due to rounding. Unless the context requires otherwise, references in this report to “Mobilicom,” the “Company,” “we,” “us” and “our” refer to Mobilicom Limited, an Australian corporation, and to Mobilicom Ltd., the Company’s Israeli subsidiary. “$,” “US$,” “U.S. dollars” and “USD” mean United States dollars, “AUD$” or “AUD” means Australian dollars and “NIS” means New Israeli Shekel.
Cautionary Statement Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to the Company’s objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of the Company’s products, and all statements (other than statements of historical facts) that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our ability to implement our growth strategies; | |
| ● | our competitive advantages; | |
| ● | the development of new products and services; | |
| ● | our ability to obtain and maintain financing on acceptable terms; | |
| ● | the impact of competition; | |
| ● | changes in laws, rules and regulations; | |
| ● | our ability to maintain our software licenses and product certifications; | |
| ● | general market, political, and economic conditions in the countries in which we operate; | |
| ● | our ability to maintain good business relationships with our customers, suppliers and other strategic partners; | |
| ● | our ability to protect intellectual property; | |
| ● | our ability to retain key personnel; | |
| ● | the absence of material adverse changes in the industry or global economy; |
The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s Annual Report and the other risk factors discussed from time to time by the Company in reports filed or furnished to the SEC.
Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
General
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with its consolidated financial statements and the related notes included in the Annual Report as well as the Company’s unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2025, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon the Company’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. On January 1, 2024, the Company transitioned from AUD as its presentation currency to USD as its presentation currency. The change was accounted as a change of accounting policy on a retrospective basis in the annual report for the year ended December 31, 2024. In addition, commencing January 1, 2024, the Company transitioned from AUD to USD as its functional currency.
Overview
We are an end-to-end provider of cybersecurity and robust solutions for drones, robotics and autonomous platforms. As a high-tech company we design, develop, and deliver robust solutions focused primarily on targeting global drone, robotics and autonomous system manufacturers. We hold patented technology and unique know-how for Mobile Mesh networking solution. We have a large, field-proven portfolio of commercialized products used in a variety of applications. We are growing a global customer base with sales to high profile customers including corporates, governments, and military departments. We believe that our competitive advantages include outstanding security capabilities and performance in harsh environmental conditions. Our large solution portfolio is being deployed worldwide, as we derive revenue from hardware, software sales and licensing fees.
Operating Results
Comparison of the periods ended June 30, 2025 and 2024
Revenue and Other income
| For the six months ended June 30, |
Increase/ | |||||||||||
| Revenue | 2025 | 2024 | Decrease | |||||||||
| Revenue | $ | 1,450,561 | $ | 1,804,765 | $ | (354,204 | ) | |||||
| Other income: | ||||||||||||
| Research and development grants | 101,493 | 45,977 | 55,516 | |||||||||
| Interest income | 108,054 | 123,388 | (15,334 | ) | ||||||||
| Foreign exchange gains | - | 136,518 | (136,518 | ) | ||||||||
| Fair value gains from financial liability | 2,517,148 | 1,292,371 | 1,224,777 | |||||||||
| Total Revenue and Other income | $ | 4,177,256 | $ | 3,403,019 | $ | 774,237 | ||||||
Revenue
Revenues for the six months period ended June 30, 2025, were $1,450,561 compared to $1,804,765 for the six months period ended June 30, 2024, a decrease of $354,204 or 20%. The decrease is primarily related to the timing of customer orders. Few orders we expected to come earlier in the first half of 2025 were delayed, resulting in their inclusion in the backlog. The Company’s backlog totaled $1,576,302 as of June 30, 2025. The Company’s revenue for the six months ended June 30, 2025 combined with its backlog as of June 30, 2025 is already near the Company’s full year revenue for the fiscal year ended December 31, 2024, which the Company believes provides strong momentum for the Company in the second half of 2025 with potential for new deliveries and additional sales.
Research and development grants
Grants received under research and development supported programs for the period ended June 30, 2025, were $101,493, compared to $45,977 for the period ended June 30, 2024, an increase of $55,516 or 121%. The increase resulted primarily from the timing of submission of supported programs’ performance reports. The Company continues to seek additional supported programs.
Interest income
Interest income from short-term bank deposits, for the period ended June 30, 2025, was $108,054, compared to $123,388 for the period ended June 30, 2024, a decrease of $15,334 or 12%. Short-term deposits are attributed to the outstanding cash balances, within each of the comparable periods, mainly from proceeds received from the Company’s January 2024 registered direct offering and August 2022 initial public offering.
Foreign Exchange gains
Foreign exchange gains were $nil for the period ended June 30, 2025, compared to $136,518 for the period ended June 30, 2024, a decrease of $136,518 or 100%. Foreign exchange gains are mainly due to the effect of changes in currency exchange rates between the USD, the New Israeli Shekel (NIS) and the AUD.
Fair value gains from financial liability
Fair value gains from financial liability were $2,517,148 for the period ended June 30, 2025, compared to $1,292,371 for the period ended June 30, 2024, an increase of $1,224,777 or 95%. Fair value gains from financial liability are attributed to revaluation gain between measured periods related with the warrants issued in the Company’s January 2024 registered direct offering and August 2022 initial public offering.
Cost of Goods Sold and Gross Profit
| For the six months ended June 30, |
Increase/ | |||||||||||
| 2025 | 2024 | Decrease | ||||||||||
| Revenue | $ | 1,450,561 | $ | 1,804,765 | $ | (354,204 | ) | |||||
| Cost of Goods Sold | (653,381 | ) | (802,151 | ) | 148,770 | |||||||
| Gross Profit | $ | 797,180 | $ | 1,002,614 | $ | (205,434 | ) | |||||
The Company gross margins for the period ended June 30, 2025, was 55% compared to 56% for the period ended June 30, 2024. The minor decrease is mostly due to change in prices of certain components and materials.
Expenses
| For the six months ended June 30, |
Increase/ | |||||||||||
| 2025 | 2024 | Decrease | ||||||||||
| Expenses: | ||||||||||||
| Sales and Marketing | $ | 903,353 | $ | 924,449 | $ | (21,096 | ) | |||||
| Research and Development | 1,376,180 | 1,047,126 | 329,054 | |||||||||
| General and Administrative | 1,150,596 | 1,127,117 | 23,479 | |||||||||
| Foreign exchange losses | 49,114 | - | 49,114 | |||||||||
| Finance costs | 90,258 | 1,099,051 | (1,008,793 | ) | ||||||||
| Total expenses | $ | 3,569,501 | $ | 4,197,743 | $ | (628,242 | ) | |||||
Sales and Marketing expenses.
Sales and marketing expenses were $903,353 for the period ended June 30, 2025, compared to $924,449 for the period ended June 30, 2024, a decrease of $21,096 or 2%. The decrease is primarily due to a decrease in general marketing costs.
Research and Development expenses.
Research and development expenses were $1,376,180 for the period ended June 30, 2025, compared to $1,047,126 for the period ended June 30, 2024, an increase of $ 329,054 or 31%. The increase is mainly attributed to changes in share-based compensation costs, and continued investment in new projects and products, and additional features to current Company’s products.
General and Administrative expenses.
General and administrative expenses were $1,150,596 for the period ended June 30, 2025, compared to $1,127,117 for the period ended June 30, 2024, an increase of $23,479 or 2%. The increase was primarily attributable to increase in professional services costs and changes in share-based compensation expenses.
Foreign Exchange losses
Foreign exchange losses were $49,114 for the period ended June 30, 2025, compared to $nil for the period ended June 30, 2024, an increase of $49,114 or 100%. Foreign exchange gains are mainly due to the effect of changes in currency exchange rates between the USD, the New Israeli Shekel (NIS) and the AUD
Financial costs.
Financial costs were $90,258 for the period ended June 30, 2025, compared to $1,099,051 for the period ended June 30, 2024, a decrease of $1,008,793 or 92%. Financial costs for the period ended June 30, 2025, are primarily related to interest paid under the Company’s lease agreements. Financial costs for the period ended June 30, 2024, are primarily related to valuation of warrants issued under private placement in January 2024, in connection with January 2024 registered direct offering.
Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. A comprehensive discussion of the Company’s critical accounting judgments, estimates and assumptions is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in the Annual Report, as well as the Company’s unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2025, included elsewhere in this Report Form 6-K.
Liquidity and Capital Resources
As of June 30, 2025, the Company has not achieved positive cash flow from operations and generated $30.4 million of accumulated losses since inception.
The Company has financed its operations to date primarily from its January 2024 $2.95 million registered direct offering, its August 2022 $13.3 million initial public offering on Nasdaq Capital Market, public offerings on the ASX, and sales of the Company’s products.
As of June 30, 2025, the Company had cash and cash equivalents and restricted cash of $6.9 million. Additionally, the Company also recognized a total of $662,951 as receivables. The Company estimates that it has adequate financial resources for at least 12 months from the date of this report, based on its current cash and receivables balances and its current ongoing operations. The unaudited interim condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.
In addition, its operating plans may change as a result of many factors that may currently be unknown to it, and it may need to seek additional funds in the future. the Company’s future capital requirements will depend on many factors, including:
| ● | the progress and costs of its research and development activities; |
| ● | the costs of manufacturing its products; |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
| ● | the costs of its expanding sales and marketing activities, as well as the potential costs of contracting with third parties to provide marketing and distribution services for it or for building such capacities internally; and |
| ● | the magnitude of its general and administrative expenses. |
Until the Company can generate significant recurring revenues, profit and cash flow provided by operating activity it expects to satisfy future cash needs through debt or equity financing as well as governmental grants. In the event that it requires additional financing, it may not be able to raise such financing on terms acceptable to it or at all. If the Company is unable to raise additional capital or generate cash flows necessary to expand its operations and invest in continued innovation, the Company may not be able to compete successfully, which would harm its business, results of operations, and financial condition.
Cash Flows
| For the six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,571,698 | ) | $ | (1,089,458 | ) | ||
| Net cash used in investing activities | (13,565 | ) | (19,458 | ) | ||||
| Net cash provided by / (used in) financing activities | (164,193 | ) | 2,398,543 | |||||
| Increase (decrease) in cash and cash equivalents and restricted cash | (1,749,456 | ) | 1,289,627 | |||||
| Cash and cash equivalents and restricted cash, at the beginning of the period | 8,686,390 | 8,444,709 | ||||||
| Cash and cash equivalents and restricted cash, at the end of the period | 6,936,934 | 9,734,336 | ||||||
Net cash used in operating activities
For the periods ended June 30, 2025, and 2024, net cash used in operating activities was $1,571,698 and $1,089,458, respectively. The change between the periods is primarily due to a decrease in receipts from customers and an increase in payments to suppliers and employees.
Net cash used in investing activities
For the periods ended June 30, 2025, and 2024, the net cash used in investing activities was $13,565 and $19,458, respectively.
Net cash provided by financing activities
For the period ended June 30, 2025, the net cash used for financing activities was $164,193. Net cash used for is primarily attributed to repayment of lease liabilities. For the period ended June 30, 2024, the net cash provided by financing activities was $2,398,543. Net cash provided by is primarily attributed to proceeds from share issuances in the January 2024 registered direct offering, less capital raise costs.
Subsequent events
As part of our planning to deregister as a public company in Australia and transition from trading American Depositary Shares (ADSs) to trading our ordinary shares on Nasdaq, we are required to strengthen our equity position in order to meet applicable regulatory and listing requirements. During July 2025, we sold 677,215 ADS under the Sales Agreement, at an average sale price of $3.71, for gross proceeds of $ 2,511,299, net of sales cash commission of $ 75,339.
On July 20, 2025, our board of directors approved vesting acceleration for the outstanding unvested options balance at the dates of resignation of two non-executive directors (“Ex-NED”) (the first Ex-NED resigned on June 1, 2025, and the second Ex-NED resigned on June 7, 2025). Each of the Ex-NEDs held 18,560 unvested options at the date of resignation. Additionally, the board of directors approved a period extension to exercise the Ex-NEDs vested options from 60 days after resignation (as per the Company’s Employee Securities Incentive Plan terms) to 12 months after resignation.
Risks Factors
Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Report on Form 6-K, including our unaudited condensed consolidated financial statements and accompanying notes, and the additional information in the other reports we file with the Securities and Exchange Commission along with the risks described in our Annual Report on Form 20-F filed with the SEC on March 27, 2025. These risks may result in material harm to our business and our financial condition and results of operations. In this event, the market price of our ordinary shares may decline and you could lose part or all of your investment. We have described below those risks that reflect substantive changes from, or additions to, the risks described in our Annual Report.
Political, economic and military instability in Israel may impede our ability to operate and harm our financial results.
Although we are an Australian company, our fully owned subsidiary and main operational, including our principal research and development facilities and sole manufacturing facility, and certain of our key employees, officers and directors are located in Israel. Accordingly, political, geopolitical, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring Arab countries, Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could negatively affect business conditions in Israel in general and our business in particular, and adversely affect our product development, operations and results of operations. Ongoing and revived hostilities or other Israeli political or economic factors, such as, an interruption of operations at the Tel Aviv airport or the nautical routes, could prevent or delay shipments of our components or products.
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.
Since the commencement of these events, there have been continued hostilities along Israel’s northern border with the Hezbollah terror organization, with Iran, the Houthis in Yemen and on other fronts with various extremist groups in the region, such as various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld. It is possible that hostilities with Iran, Hezbollah, the Houthis and terrorist groups in Syria will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities. Iran, who launched direct attacks on Israel in April 2024 and October 2024 involving drones and missiles, is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. The Israeli military has since conducted additional operations against Iranian assets. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. As a result, a broader regional conflict involving additional state and non-state actors remains a significant risk. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our ADSs. An escalation of tensions or violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.
Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our product research and development and business development activities remain on track. However, the intensity and duration of Israel’s current war against Hamas, Hezbollah, the Houthis, and Iran, and is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the ceasefire declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our Ordinary Shares, and could make it more difficult for us to raise capital. Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary, in order to meet our business partners face to face. Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. Similarly, Israeli companies are limited in conducting business with entities from several countries. For instance, in 2008, the Israeli legislature passed a law forbidding any investments in entities that transact business with Iran.
Our insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.
Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.
Exhibit 99.3

Mobilicom Reports Financial and Operational Results for the Six Months Ended June 30, 2025
Momentum accelerates with $1.5 million in revenue for H1 2025 and an order backlog of $1.6 million as of June 30, bringing the combined total to $3.1 million — already approaching full-year 2024 revenue, as new sales continue to ramp in the second half of 2025
Growth driven by transition of key Tier-1 customers into mass production as U.S. sets policy to advance adoption of drones, defense manufacturers prepare for DoD Programs of Record, continued conflicts in the Middle East and increased European defense spending
Selection of Mobilicom’s cybersecure systems into the DoD’s prestigious Blue UAS Framework is fast tracking additional sales to Tier-1 defense contractors
Palo Alto, California, August__, 2025 (GLOBE NEWSWIRE) – Mobilicom Limited (Nasdaq: MOB, MOBBW), a provider of cybersecurity and robust solutions for drones and robotics, today announced financial results for the six months ended June 30, 2025, as well as recent business and operational highlights.
“During the first half of 2025, we saw a ramp up in orders as Tier-1 customers geared up for production for anticipated U.S. Department of Defense (DoD) programs of record, as evidenced by our most recent $1.4 million order and our $1.6 million backlog, which we expect to fulfill during the second half of the year,” stated Mobilicom CEO and Founder Oren Elkayam. “Our SkyHopper’s addition to the DoD BlueUAS Framework was a major achievement earlier this year and is very well timed with the broader drone-focused defense spending patterns emerging in the U.S., Europe, and Asia, all of which are fast tracking sales to DoD and allied militaries. Additionally, we expect to see accelerated adoption of our OS3 cybersecurity software into AI-driven next-generation drones and robotics through key industry partnerships, several of we established during the first half of 2025.”
“We believe that Mobilicom remains very well positioned to continue to capture market share, supported by a strong balance sheet and narrowing burn rate,” Elkayam concluded.
H1 2025 and Recent Operational Highlights
| ● | Recently secured a $1.4 million orders from a Tier-1 customer, one of the U.S.’s largest manufacturers of small-sized drones, for Mobilicom’s BlueUAS-listed SkyHopper PRO. Customer shifting into mass production to meet U.S. Department of Defense (DoD) demand |
| ● | Selected by one of the world’s largest loitering munitions manufacturers for Mobilicom’s cybersecure MCU-30 Mobile MESH product for integration into its latest perimeter protection drone fleets |
| ● | Secured initial production scale orders from a Tier-1 Asian conglomerate and manufacturer of robotics platforms that are sold to customers in the military and industrial markets |
| ● | Selected by U.S. DoD’s Defense Innovation Unit (DIU) added three Mobilicom SkyHopper products to the Blue UAS Framework, a prestigious short-list of approved products eligible for procurement by the DoD |
| ● | Entered a cooperation agreement with Palladyne AI to offer a bundled solution of Mobilicom’s OS3 cybersecurity with Palladyne AI’s Pilot autonomy software for UAVs and Palladyne’s IQ autonomy software for industrial robots and cobots |
| ● | Launched with ARK Electronics joint integrated cybersecure solution for drones and robotics platforms combining Mobilicom’s BlueUAS-listed SkyHopper PRO and advanced OS3 cybersecurity with ARK’s made-in-USA, BlueUAS listed, powered by NVIDIA |
| ● | Partnered with Aitech Systems to deliver aerospace and defense-grade solutions for next-generation autonomous AI-driven UAS platforms that combine Mobilicom’s OS3 with Aitech’s NVIDIA AI-driven autonomous computers |
| ● | Selected for a $390,000 innovation program to develop Enhanced Electronic Warfare communications systems that protect UAVs against advanced wideband jamming; Upon full development, the new innovation would be offered as an upgrade to further fortify Mobilicom’s ICE software suite when embedded on its SkyHopper family of products |
Financial Highlights for the Six Months Ended June 30, 2025
| ● | Revenues were $1.5 million for the six months ended June 30, 2025 |
| ● | Confirmed order backlog of $1.6 million as of June 30, 2025, in addition to momentum in new orders expected to be received and fulfilled in the second half of 2025 |
| ● | Gross margin remained consistently high at 55%, reflecting strong high-end IP-based technology and effective components and supply chain management |
| ● | Operating net cash burns continue to narrow to approximately $262,000 per month during the first half of the year as a result of continued efficiencies in operating expenses |
| ● | $7 million cash position as of June 30, 2025 and a low monthly burn rate affords Mobilicom a long cash runway to implement its strategic plans |
| ● | Clean balance sheet with no debt, no loans, no credit lines and no convertible debt |
| ● | EBITDA was $(1.9) million compared to $(1.5) million for the six months ended June 30, 2024 |
About Mobilicom
Mobilicom is a leading provider of cybersecure robust solutions for the rapidly growing defense and commercial drones and robotics market. Mobilicom’s large portfolio of field-proven technologies includes cybersecurity, software, hardware, and professional services that power, connect, guide, and secure drones and robotics. Through deployments across the globe with over 50 customers, including the world’s largest drone manufacturers, Mobilicom’s end-to-end solutions are used in mission-critical functions.
For investors, please use https://ir.mobilicom.com/
For company, please use www.mobilicom.com
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. For example, the Company is using forward-looking statements when it discusses its expectations that its order backlog will be filled in the second half of the year and momentum in new orders, its beliefs with respect to drone-focused defense spending patterns emerging in the U.S., Europe, and Asia, allof which are fast tracking sales to the DoD and militaries, its expectation expect to see accelerated adoption of its OS3 cybersecurity software into AI-driven next-generation drones and robotics through key industry partnerships and its belief that it remains very well positioned to continue to capture market share. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Mobilicom Limited’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements contained in this announcement are made as of this date, and Mobilicom Limited undertakes no duty to update such information except as required under applicable law.
For more information on Mobilicom, please contact:
Liad Gelfer
Mobilicom Ltd
liad.gelfer@mobilicom.com
Use of Non-IFRS Financial Information
In addition to disclosing financial results calculated in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, this release also contains non-IFRS financial measures, which Mobilicom believes are the principal indicators of the operating and financial performance of its business.
Management believes the non-IFRS financial measures provided are useful to investors' understanding and assessment of Mobilicom’s ongoing core operations and prospects for the future, as the charges eliminated are not part of the day-to-day business or reflective of the core operational activities of the company. Management uses these non-IFRS financial measures as a basis for strategic decisions and evaluating the Company's current performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with IFRS or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.
EBITDA is a non-IFRS financial measure that is defined as earnings before interest, taxes, depreciation, amortization, and other non-cash or one-time expenses.
Mobilicom Limited
Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income
| For the six months ended, June 30, |
For the six months ended, June 30, |
|||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Revenue | $ | 1,450,561 | $ | 1,804,765 | ||||
| Cost of sales | 653,381 | 802,151 | ||||||
| Gross margin | 797,180 | 1,002,614 | ||||||
| Operating Expenses | ||||||||
| Selling and marketing expenses | 903,353 | 924,449 | ||||||
| Research and development, net | 1,274,687 | 1,001,149 | ||||||
| General and administration expenses | 1,150,596 | 1,127,117 | ||||||
| Total operating expenses | 3,328,636 | 3,052,715 | ||||||
| Operating loss | (2,531,456 | ) | (2,050,101 | ) | ||||
| Financial income, net | 2,485,830 | 453,226 | ||||||
| Loss before income tax expenses | $ | (45,626 | ) | $ | (1,596,875 | ) | ||
| Income tax expenses | (23,120 | ) | (57,000 | ) | ||||
| Net loss | $ | (68,746 | ) | $ | (1,653,875 | ) | ||
| Loss per share - basic and diluted | (* | ) | (0.11 | ) | ||||
| Weighted average shares outstanding - basic and diluted | 2,069,708,742 | 1,555,961,075 | ||||||
| * | Less than $0.01 cents |
Mobilicom Limited
Reconciliation table of EBITDA to Loss after income tax expenses
| For the six months ended, June 30, |
For the six months ended, June 30, |
|||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Loss after income tax expense | $ | (68,746 | ) | $ | (1,653,875 | ) | ||
| Financial income, net | (2,485,830 | ) | (453,226 | ) | ||||
| Depreciation | 124,393 | 129,303 | ||||||
| Share-based compensation | 541,197 | 428,066 | ||||||
| Income tax expense | 23,120 | 57,000 | ||||||
| EBITDA | $ | (1,865,866 | ) | $ | (1,492,732 | ) | ||
Mobilicom Limited
Unaudited Interim Condensed Consolidated Statements of Financial Position
| June 30, | December 31, | |||||||
| 2024 | 2024 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,833,201 | $ | 8,589,282 | ||||
| Restricted cash | 103,733 | 97,108 | ||||||
| Trade and other receivables, net | 662,951 | 949,225 | ||||||
| Inventories, net | 971,450 | 892,882 | ||||||
| Total current assets | 8,571,335 | 10,528,497 | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | 82,404 | 81,420 | ||||||
| Right-of-use assets | 528,774 | 232,868 | ||||||
| Total non-current assets | 611,178 | 314,288 | ||||||
| Total assets | $ | 9,182,513 | $ | 10,842,785 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | $ | 1,029,372 | $ | 1,233,654 | ||||
| Lease liabilities | 205,426 | 211,265 | ||||||
| Total current liabilities | 1,234,798 | 1,444,919 | ||||||
| Non-current liabilities | ||||||||
| Lease liabilities | 319,571 | 16,028 | ||||||
| Employee benefits | 220,224 | 200,604 | ||||||
| Financial liability | 2,623,773 | 5,140,921 | ||||||
| Governmental liabilities on grants received | 14,558 | 12,468 | ||||||
| Total non-current liabilities | 3,178,126 | 5,370,021 | ||||||
| Total liabilities | 4,412,924 | 6,814,940 | ||||||
| Net assets | $ | 4,769,589 | $ | 4,027,845 | ||||
| Equity | ||||||||
| Issued capital | 34,993,134 | 34,837,206 | ||||||
| Reserves | 236,603 | (417,959 | ) | |||||
| Accumulated losses | (30,460,148 | ) | (30,391,402 | ) | ||||
| Total equity | $ | 4,769,589 | $ | 4,027,845 | ||||
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