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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: August 2025 (Report No. 2)

 

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

 

This Report of Foreign Private Issuer on Form 6-K (this “Report”) consists of (i) Alarum Technologies Ltd.’s (the “Registrant”) press release issued on August 28, 2025, announcing its financial results for the three- and six-month periods ended June 30, 2025, which is attached hereto as Exhibit 99.1; (ii) the Registrant’s unaudited Interim Condensed Consolidated Financial Statements (Unaudited) as of and for the period ended June 30, 2025, which are attached hereto as Exhibit 99.2; and (iii) the Registrant’s 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 99.3

 

The paragraphs titled “Business Highlights”, “Second Quarter and First Half 2025 Financial Analysis”, “Forward-Looking Statements” and the IFRS financial statements in the press release attached as Exhibit 99.1, the Interim Condensed Consolidated Financial Statements (Unaudited) as of June 30, 2025 attached as Exhibit 99.2, and the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 attached as Exhibit 99.3, are incorporated by reference into the registration statements on Form S-8 (File Nos. 333-233510, 333-239249, 333-250138, 333-258744, 333-267586, 333-274585 and 333-285941) and Form F-3 (File Nos. 333-233724, 333-236030, 333-267580, 333-274604 and 333-283429) 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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
     
99.1   Alarum Technologies Ltd.’s press release issued on August 28, 2025, announcing its financial results for the three- and six-month periods ended June 30, 2025.
99.2   Alarum Technologies Ltd.’s Interim Condensed Consolidated Financial Statements (Unaudited) as of June 30, 2025.
99.3   Alarum Technologies Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025.
     
101   The following financial information from the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, formatted in iXBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Position; (ii) Consolidated Statements of Profit or Loss; (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
     
104   Cover Page Interactive Data File (embedded within the Inline iXBRL document).

 

1


 

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.

(Registrant)

     
Date: August 28, 2025 By /s/ Omer Weiss
  Name:  Omer Weiss
  Title: Corporate Legal Counsel

 

 

2

EX-99.1 2 ea025370601ex99-1_alarum.htm ALARUM TECHNOLOGIES LTD.'S PRESS RELEASE ISSUED ON AUGUST 28, 2025, ANNOUNCING ITS FINANCIAL RESULTS FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2025

Exhibit 99.1

 

 

Alarum Technologies Announces Second Quarter 2025 Results

 

Deepening collaborations with major global customers while accelerating investments in

technology and talent to cement Alarum’s key positioning in the AI value chain

 

Q2 2025 revenues of $8.8 million, net profit of $0.3 million, and Adjusted EBITDA of $1.0 million

 

TEL AVIV, Israel, August 28, 2025 (GLOBE NEWSWIRE) - Alarum Technologies Ltd. (Nasdaq, TASE: ALAR) (“Alarum” or the “Company”), a global provider of web data collection solutions, today announced financial results for the six- and three-month periods ended June 30, 2025.

 

Management Commentary

 

“Our focus and progress this quarter, as well as our outlook, are mainly driven by very strong demand for data from major global players in the artificial intelligence (AI) segment for training large language and other foundational models,” commented Shahar Daniel, Chief Executive Officer of Alarum. “Alarum’s market-leading data collection solutions are increasingly gaining traction with global leaders. Several leading AI and e-commerce companies have significantly expanded their usage of our services, relying on our advanced data collection global platform and products to fuel their large-scale data needs and initiatives. This highlights the strategic partnerships we are building with leading global customers, expanding our market presence and strengthening Alarum’s role as a trusted long-term strategic partner in the AI global ecosystem.”

 

“We are very proud of the growth achieved in the quarter and encouraged by the higher revenue levels we believe we will see in the upcoming quarter. The AI segment is in its early growth stages, which is likely to be highly dynamic in nature as it progresses towards maturity. The entire market and all its players along the value chain, including our customers, are in the middle of a major transformation and exploring various business models with an eye towards profitability. As AI business models evolve over the quarters ahead, we may experience volatility in demand and usage of our platform, potentially influencing short-term quarterly financial performance, even while the long-term growth trend remains intact and significant. We strongly believe that the new capabilities and applications enabled by AI are here to stay for the long-term, and we are investing to ensure Alarum cements itself as a central player in this new era.”

 

Mr. Daniel continued: “Our technology is increasingly recognized by customers as a critical enabler of the AI boom, which is powering today’s surge in the demand for large-scale data. We believe that Alarum is exactly in the right place at the perfect time at the heart of the AI revolution, with tremendous opportunities ahead. Through continued investments in expanding our infrastructure, R&D, talent, marketing, sales and customer acquisition, we aim to position Alarum to capture the opportunities ahead and drive a long-term trajectory of revenue growth and high profitability.”

 

Business Highlights

 

- Expanded traction with major AI and e-commerce players – new strategic collaborations include a top Asian online marketplace developing its own large language model, a global electronics brand, and a European AI firm leveraging Alarum’s platform and products for large-scale data labeling and model fine-tuning.

 

- Strategic investments for a sustainable growth – the Company is investing in its infrastructure, up-scaling operations, and strengthening its global proxy network to support the booming market demand, while maintaining high operational efficiency.

 

- Visibility and a highly dynamic pipeline – the Company expects a substantial increase in revenues in the third quarter of 2025. At the same time, the AI market is undergoing a profound transformation, with many AI companies still defining their business model in this new world. This dynamism may result in both positive and negative fluctuations in Alarum’s quarterly revenue levels along the way.

 

- Strengthened product portfolio – the growing demand for Alarum’s primary subsidiary, NetNut Ltd.’s (“NetNut”) data collection suite, including NetNut’s Data Collector (Serp API), data sets, Website Unblocker and advanced proxy network, is increasingly contributing to the Company’s total revenues.

 

- Significant shift in market verticals – the Company is experiencing a notable shift in customer segments, with strong growth in the AI vertical, offset by a decline in others. As a result, the Net Retention Rate (“NRR”) was 0.98, while overall revenues grew significantly versus the prior quarter.

 

 


 

Summary of Financial Results1

(in millions of U.S. dollars, rounded, except per share amounts and margins)

 

    For the Six Months Ended
June 30,
    For the Three Months Ended
June 30,
    For the Year Ended December 31,  
    2025     2024     2025     2024     2024  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Audited)  
Revenue     15.9       17.3       8.8       8.9       31.8  
Gross profit     10.2       13.4       5.4       6.8       23.9  
Gross margin (in percentage)     64.3 %     77.7 %     61.7 %     76.9 %     75.1 %
Non-IFRS gross margin (in percentage)     66.0 %     79.9 %     63.3 %     78.5 %     77.0 %2
Total operating expenses     9.9       8.1       5.4       4.2       17.2  
Financial income (expense), net     0.7       (3.3 )     0.4       (2.5 )     0.3  
Tax expense     0.3       0.8       0.1       0.5       1.2  
Net profit (loss) for the period     0.7       1.1       0.3       (0.4 )     5.8  
Adjusted EBITDA     2.3       6.6       1.0       3.4       9.42  
Basic earnings (loss) per American Depository Share (“ADS”) (in U.S. dollars)   $ 0.10     $ 0.16     $ 0.04     $ (0.05 )   $ 0.87  
Non-IFRS basic earnings per ADS (in U.S. dollars)   $ 0.32     $ 0.86     $ 0.17     $ 0.41     $ 1.262  
Cash, cash equivalents and debt investments (including accrued interest)3     25.0       21.6       25.0       21.6       25.0  
Shareholders’ equity3     29.1       20.4       29.1       20.4       26.4  

 

 

1 The table above contains certain non-IFRS financial measures. See “Use of Non-IFRS Financial Results” for additional information regarding these measures and reconciliations to the most comparable IFRS measures.
2 Unaudited
3 As of the last day of the period.

 

2


 

Second Quarter and First Half 2025 Financial Analysis

 

- Revenue in Q2 2025 totalled $8.8 million (Q2 2024: $8.9 million) and $15.9 million for the first half of 2025 (H1 2024: $17.3 million). The revenues were impacted by market fluctuations. The decline in the half year results, compared to the equivalent period in 2024, was driven by a reduced consumption from several large customers due to changes in their businesses. In Q2 2025, revenues stabilized and showed growth momentum.

 

- Cost of revenue in Q2 2025 was $3.4 million (Q2 2024: $2.1 million), and $5.7 million for the first six months of 2025 (H1 2024 $3.9 million). The increase was primarily driven by the Company’s work with large customers, primarily Artificial Intelligence (AI) companies, which require data gathering at significantly higher scales, in turn necessitating a larger volume of servers as well as stronger and higher-quality infrastructure.

 

- Gross profit in Q2 2025 amounted to $5.4 million (Q2 2024: $6.8 million), and in H1 2025 $10.2 million (H1 2024: $13.4 million).

 

- Operating expenses in Q2 2025 totalled $5.4 million (Q2 2024: $4.2 million), and $9.9 million in the first six months of 2025 (H1 2024: $8.1 million). The increase was mainly due to an increase in research and development expenses.

 

- Financial income, net, in Q2 2025 was $0.4 million (Q2 2024: financial expense, net, of $2.5 million). The variance between periods was mainly due to the fair value increase of derivative financial instruments in the second quarter of 2024, resulting from the sharp share price rise during that period.

 

- Net profit in Q2 2025 was $0.3 million (Q2 2024: a loss of $0.4 million), and $0.7 million in the first half of 2025 (H1 2024: $1.1 million).

 

- As of June 30, 2025, shareholders’ equity increased to $29.1 million, up from $26.4 million as of December 31, 2024. The increase was due to the contribution of first half 2025 net profit.

 

- Outstanding ordinary share count as of June 30, 2025, was approximately 70.2 million shares, or 7.0 million in US-listed ADSs.

 

Financial Outlook

 

“Looking ahead, we expect to see the strong momentum and traction for our products continue into the third quarter of 2025, and as such, we expect third quarter revenues of approximately $12.8 million ±7%, up 78% year-over-year and Adjusted EBITDA is expected to be approximately $1.1 million +/-$0.5 million,” said Mr. Shai Avnit, Chief Financial Officer of Alarum.

 

“This guidance includes the initial impact of a new large-scale AI data project with a major existing customer, which is expected to contribute approximately $3 million of revenue during the third quarter. We engaged in this project at rapid speed, prioritizing collaboration and execution with one of the world’s leading technology players. As we are still in the early ramp-up stages, it is not currently clear what the full scope and length of the project will be. Also at the initiation stages of this project, we are actively optimizing infrastructure and cost structures, and expect near-term profitability from this project to be limited. Given the size of the project, it is expected to have a noticeable impact on the Company’s overall profitability in the third quarter.

 

“We view this as a strategic collaboration and a significant step for Alarum to strengthen its positioning as a data collection leader for the AI market, with the potential to expand a key partnership with one of the world’s largest technology players.”, concluded Mr. Avnit.

 

The Company is unable to present a reconciliation of estimated Adjusted EBITDA to net profit as it is unable to predict with reasonable certainty, and without unreasonable effort, the impact and timing of certain expenses on net profit. The financial impact of these expenses is uncertain and is dependent on various factors, including timing, and could be material to consolidated statements of profit or loss and other comprehensive income (loss).

 

3


 

Second Quarter and First Half 2025 Financial Results Conference Call

 

Mr. Shachar Daniel, Chief Executive Officer of Alarum, and Mr. Shai Avnit, Chief Financial Officer of Alarum, will host a conference call today, August 28, 2025, at 8:30 a.m. ET, 5:30 a.m. Pacific time, 3:30 p.m. Israel, to discuss the second quarter of 2025 results and financial outlook, followed by a Q&A session.

 

To attend, log in here or dial one of the following numbers, a few minutes before the call starts: 1-877-407-0789 or 1-201-689-8562. If you are unable to connect using the toll-free number, please try the international dial-in number. An Israeli toll-free number is: 1 809 406 247. Participants will be required to state their name and company upon dialling in. 

 

Replay: The conference call will be broadcast live and available for replay here, the day following the call.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” 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, Alarum is using forward-looking statements in this press release when it discusses strengthening collaborations with major global customers; the benefits and advantages of the Company’s solutions; the expected continued demand from AI and e-commerce players; the belief that the Company will see higher revenues in the upcoming quarter; the belief that the early-stage and dynamic AI market offers long-term growth despite short-term volatility in demand and usage of the Company’s platform, potentially influencing short-term quarterly financial performance; opportunities ahead; the view that its technology positions the Company as a key enabler of the AI revolution; plans to invest in infrastructure, R&D, talent, and customer acquisition to support sustainable growth and profitability; expectations for increased revenues in the third quarter of 2025; and its estimates regarding third quarter 2025 revenues and Adjusted EBITDA. Because such statements deal with future events and are based on Alarum’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Alarum could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Alarum’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, Alarum 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. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Alarum is not responsible for the contents of third-party websites.

 

4


 

Condensed Consolidated Statements of Financial Position

(in thousands of U.S. dollars)

 

    June 30,     December 31,  
    2025     2024     2024  
    (Unaudited)     (Unaudited)     (Audited)  
Assets                  
Current assets:                  
Cash and cash equivalents     14,914       21,626       15,081  
Trade receivables, net     4,153       2,471       3,231  
Other receivables     735       961       503  
      19,802       25,058       18,815  
Non-current assets:                        
Long-term deposits     23       102       121  
Long-term restricted deposit     340       -       -  
Other non-current assets     82       94       85  
Property and equipment, net     138       119       130  
Right-of-use assets     82       638       498  
Deferred tax assets     689       298       422  
Debt investments at fair value through Other Comprehensive Income     9,385       -       9,256  
Debt investments at fair value through profit or loss     574       -       555  
Intangible assets, net     542       1,082       811  
Goodwill     4,118       4,118       4,118  
Total non-current assets     15,973       6,451       15,996  
Total assets     35,775       31,509       34,811  
                         
Liabilities and equity                        
Current liabilities:                        
Trade payables     518       570       251  
Other payables     2,696       3,058       4,484  
Current maturities of long-term loan     690       564       938  
Contract liabilities     2,526       2,285       1,987  
Derivative financial instruments     17       3,409       148  
Short-term lease liabilities     180       362       359  
Total current liabilities     6,627       10,248       8,167  
                         
Non-current liabilities:                        
Long-term lease liabilities     23       439       261  
Long-term loans, net of current maturities     -       398       32  
Total non-current liabilities     23       837       293  
Total liabilities     6,650       11,085       8,460  
                         
Equity:                        
Ordinary shares     -       -       -  
Share premium     113,092       108,963       111,892  
Other equity reserves     11,891       12,705       11,012  
Accumulated deficit     (95,858 )     (101,244 )     (96,553 )
Total equity     29,125       20,424       26,351  
Total liabilities and equity     35,775       31,509       34,811  

 

5


 

Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss)

 

(in thousands of U.S. dollars, except per share amounts)

 

    For the
Six Months Ended
June 30,
    For the
Three Months Ended
June 30,
    For the
Year Ended
December 31,
 
    2025     2024     2025     2024     2024  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Audited)  
Revenue     15,924       17,260       8,791       8,884       31,824  
Cost of revenue     5,683       3,854       3,365       2,051       7,915  
Gross profit     10,241       13,406       5,426       6,833       23,909  
                                         
Operating expenses:                                        
Research and development     3,156       2,143       1,786       1,121       4,495  
Sales and marketing     3,906       3,372       2,079       1,647       7,033  
General and administrative     2,866       2,626       1,581       1,386       5,661  
Total operating expenses     9,928       8,141       5,446       4,154       17,189  
                                         
Operating profit (loss)     313       5,265       (20 )     2,679       6,720  
                                         
Financial income (expense), net     661       (3,345 )     449       (2,497 )     281  
                                         
Profit from operations before income tax     974       1,920       429       182       7,001  
Tax expense     279       831       142       533       1,221  
                                         
Net profit (loss) for the period     695       1,089       287       (351 )     5,780  
Other comprehensive income (loss) for the period                                        
Change in fair value of debt investments     121       -       49       -       (80 )
Total comprehensive income (loss) for the period     816       1,089       336       (351 )     5,700  
                                         
Basic profit (loss) per share   $ 0.01     $ 0.02       *     $ (0.01 )   $ 0.09  
Diluted profit (loss) per share   $ 0.01     $ 0.02       *     $ (0.01 )   $ 0.08  
Basic profit (loss) per ADS   $ 0.10     $ 0.16     $ 0.04     $ (0.05 )   $ 0.87  

 

* Less than $0.01

 

6


 

Use of Non-IFRS Financial Results

 

In addition to disclosing financial results calculated in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, this press release contains non-IFRS financial measures of EBITDA (EBITDA loss), Adjusted EBITDA (Adjusted EBITDA loss), non-IFRS net profit (loss), non-IFRS gross profit, non-IFRS gross margin and non-IFRS basic earnings (loss) per share or ADS for the periods presented. The Company defines EBITDA (EBITDA loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets (if any), financial income (expense) and income tax; defines Adjusted EBITDA (Adjusted EBITDA loss) as EBITDA (EBITDA loss) as further adjusted to remove the impact of (i) impairment of goodwill (if any); and (ii) share-based compensation; defines non-IFRS net profit (loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets (if any), impairment of goodwill (if any), financial income (expense) effects primarily related to derivative financial instruments as well as long-term loans, deferred tax effects and share-based compensation; defines non-IFRS gross profit as gross profit adjusted to remove the impact of depreciation, amortization and impairment of intangible assets and share-based compensation recorded under cost of revenues; defines non-IFRS gross margin as the percentage of the non-IFRS gross profit out of revenues; and defines non-IFRS basic earnings (loss) per share or ADS as non-IFRS net profit (loss) divided by the weighted average number of ordinary shares or ADSs. The Company’s management believes the non-IFRS financial information provided in this press release is useful to investors’ understanding and assessment of the Company’s ongoing operations. Management also uses both IFRS and non-IFRS information in evaluating and operating its business internally, and as such deemed it important to provide this information to investors. The non-IFRS financial measures disclosed by the Company should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with IFRS, and the financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated. Investors are encouraged to review the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures provided in the financial statement tables herein.

 

Other Metrics

 

NRR is a key indicator of customer base health and revenue expansion. It is based on NRR point in time, which measures the revenue growth of current customers over the past four quarters, compared to the revenue generated from these customers during the same period a year earlier.

 

NRR is calculated as an average of the NRR points in time for the end of the current period and the three preceding quarters.

 

NRR > 1 (or 100%): Indicates revenue growth driven by existing customers, where upsells and cross-sells outweigh churn.

 

NRR < 1 (or 100%): Shows revenue loss due to churn exceeding gains from upsells or cross-sells.

 

7


 

Non-IFRS Financial Measures
(in millions of U.S. dollars, rounded)

 

The following tables present the reconciled effect of the above on the Company’s Adjusted EBITDA; non-IFRS net profit; and non-IFRS gross profit for the six and three months ended June 30, 2025 and 2024, and the year ended December 31, 2024:

 

    For the
Six Months Ended
June 30,
    For the
Three Months Ended
June 30,
    For the
Year Ended
December 31,
 
    2025     2024     2025     2024     2024  
Net profit (loss) from continuing operations     0.7       1.1       0.3       (0.3 )     5.8  
Adjustments:                                        
Depreciation and amortization     0.3       0.3       0.2       0.1       0.6  
Financial expenses (income), net     (0.7 )     3.4       (0.5 )     2.5       (0.4 )
Tax expense     0.3       0.8       0.1       0.5       1.4  
EBITDA     0.6       5.6       0.1       2.8       7.4  
Adjustments:                                        
Share-based compensation     1.7       1.0       0.9       0.6       2.0  
Adjusted EBITDA for the period     2.3       6.6       1.0       3.4       9.4  

 

    For the
Six Months Ended
June 30,
    For the
Three Months Ended
June 30,
    For the
Year Ended
December 31,
 
    2025     2024     2025     2024     2024  
Net profit (loss) from continuing operations     0.7       1.1       0.3       (0.3 )     5.8  
Adjustments:                                        
Depreciation, amortization and impairment of intangible assets     0.3       0.3       0.2       *       0.6  
Financial expense (income), net effects     (0.1 )     3.3       *       2.5       0.1  
Deferred tax effects     (0.3 )     (0.1 )     (0.2 )     *       (0.1 )
Share-based compensation     1.7       1.0       0.9       0.6       2.0  
Non-IFRS net profit for the period     2.3       5.6       1.2       2.8       8.4  

 

* Less than $0.1 million

 

8


 

    For the
Six Months Ended
June 30,
    For the
Three Months Ended
June 30,
    For the
Year Ended
December 31,
 
    2025     2024     2025     2024     2024  
Gross profit from continuing operations     10.2       13.4       5.4       6.8       23.9  
Adjustments:                                        
Depreciation, amortization and impairment of intangible assets     0.3       0.3       0.2       0.1       0.6  
Share-based compensation     *       *       *       *       *  
Non-IFRS gross profit for the period     10.5       13.7       5.6       6.9       24.5  

 

* Less than $0.1 million

 

About Alarum Technologies Ltd.

 

Alarum Technologies Ltd. (Nasdaq, TASE: ALAR) is a global provider of web data collection solutions, empowering organizations to gain a competitive edge by streamlining the collection, extraction, and analysis of large-scale structured data from public online sources. Our data collection solutions by NetNut, are based on our world’s fastest and most advanced and secured hybrid proxy network, which comprises both exit points based on our proprietary reflection technology and hundreds of servers located at our ISP partners around the world. Pushing the boundaries of innovation in data collection, we are building a robust platform, complemented by the Website Unblocker, Data Collector, Data Sets and AI data collector. As the impact of the AI revolution unfolds, Alarum, with its robust market-leading data collection offerings is preparing itself to play a meaningful role as the world reshapes in a new form.

 

For more information about Alarum and its web data collection solutions, please visit www.alarum.io.

 

Follow us on LinkedIn

 

Follow us on X

 

Subscribe to our YouTube channel

 

Investor Relations Contact:

 

investors@alarum.io

 

 

9

Exhibit 99.2

 

 

 

 

 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

JUNE 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

JUNE 30, 2025

 

TABLE OF CONTENTS

 

 

Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
Condensed Consolidated Statements of Financial Position 1
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income 2
Condensed Consolidated Statements of Changes in Equity 3
Condensed Consolidated Statements of Cash Flows 4-5
Notes to Condensed Consolidated Financial Statements 6-10

 

i


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

 

    June 30,
2025
    December 31,
2024
 
    U.S. dollars in thousands  
Assets            
Current assets:            
Cash and cash equivalents     14,914       15,081  
Accounts receivable:                
Trade, net     4,153       3,231  
Other     735       503  
      19,802       18,815  
Non-current assets:                
Long-term deposits     23       121  
Long-term restricted deposit     340      
-
 
Other non-current assets     82       85  
Property and equipment, net     138       130  
Right-of-use assets     82       498  
Deferred tax assets     689       422  
Debt investments at fair value through other comprehensive income     9,385       9,256  
Debt investments at fair value through profit or loss     574       555  
Intangible assets, net     542       811  
Goodwill     4,118       4,118  
      15,973       15,996  
Total assets     35,775       34,811  
                 
Liabilities and equity                
Current liabilities:                
Accounts payable and accruals:                
Trade     518       251  
Other     2,696       4,484  
Current maturities of long-term loan     690       938  
Contract liabilities     2,526       1,987  
Derivative financial instruments     17       148  
Short-term lease liabilities     180       359  
      6,627       8,167  
Non-current liabilities:                
Long-term lease liabilities     23       261  
Long-term loan, net of current maturities    
-
      32  
      23       293  
Total liabilities     6,650       8,460  
                 
Equity:                
Ordinary shares    
-
     
-
 
Share premium     113,092       111,892  
Other equity reserves     11,891       11,012  
Accumulated deficit     (95,858 )     (96,553 )
Total equity     29,125       26,351  
Total liabilities and equity     35,775       34,811  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

(UNAUDITED)

 

    Six months ended June 30  
    2025     2024  
    U.S. dollars in thousands (except per share amounts)  
             
Revenue     15,924       17,260  
Cost of revenue     5,683       3,854  
Gross profit     10,241       13,406  
                 
Operating expenses:                
Research and development     3,156       2,143  
Selling and marketing     3,906       3,372  
General and administrative     2,866       2,626  
Total operating expenses     9,928       8,141  
                 
Operating profit     313       5,265  
                 
Financial expense     127       3,612  
Financial income     (788 )     (267 )
Financial expense (income), net     (661 )     3,345  
                 
Profit before income tax     974       1,920  
Tax expense     279       831  
Net profit for the period     695       1,089  
                 
Other comprehensive income for the period                
Change in the fair value of debt investments at fair value through other comprehensive income     121      
-
 
Total comprehensive income for the period     816       1,089  
                 
Basic and diluted profit per share:                
Basic profit per share     0.01       0.02  
Diluted profit per share     0.01       0.02  

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

 

    Ordinary shares           Other              
    Number of shares     Amount     Share
premium
    equity
reserves
    Accumulated
deficit
    Total  
    U.S. dollars in thousands (except share data)  
                                     
Balance at January 1, 2025     69,144,269      
       -
      111,892       11,012       (96,553 )     26,351  
Changes during the six months ended June 30, 2025:                                                
Issuance of ordinary shares upon exercise of options and vesting of RSUs     665,630      
-
      637       (607 )    
 
      30  
Long-term loan settled by issuance of ordinary shares     376,999      
-
      276      
-
     
-
      276  
Expiration of options     -      
-
      287       (287 )    
-
     
-
 
Share-based payments     -      
-
     
-
      1,652      
-
      1,652  
Net profit for the period     -      
-
     
-
     
-
      695       695  
Other comprehensive income for the period     -      
-
     
-
      121      
-
      121  
Balance at June 30, 2025     70,186,898      
 
      113,092       11,891       (95,858 )     29,125  
                                                 
Balance at January 1, 2024     59,681,632      
-
      100,576       14,938       (102,333 )     13,181  
Changes during the six months ended June 30, 2024:                                                
Issuance of ordinary shares upon exercise of options and vesting of RSUs     2,638,521      
-
      4,740       (1,795 )    
-
      2,945  
Issuance of ordinary shares upon exercise of warrants     6,035,860      
-
      3,636       (1,383 )    
-
      2,253  
Expiration of options     -      
-
      11       (11 )    
-
     
-
 
Share-based payments     -      
-
     
-
      956      
-
      956  
Net profit for the period     -      
-
     
-
     
-
      1,089       1,089  
Balance at June 30, 2024     68,356,013      
-
      108,963       12,705       (101,244 )     20,424  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    Six months ended June 30  
    2025     2024  
    U.S. dollars in thousands  
Cash flows from operating activities            
Net profit for the period     695       1,089  
Adjustments for:                
Effect of exchange rate differences on cash and cash equivalents and restricted deposits balances     223       68  
Change in fair value of derivative financial instruments     (131 )     3,300  
Interest income related to debt investments at fair value through other comprehensive income     (251 )    
-
 
Change in fair value of debt investments at fair value through profit or loss     (19 )    
-
 
Depreciation and amortization     417       474  
Interest income related to short-term bank deposits     (246 )     (267 )
Interest portion of lease payments     91       68  
Interest and other financial expense related to long-term loan     74       161  
Share-based payments     1,652       956  
      1,810       4,760  
Changes in asset and liability items:                
Trade receivables     (922 )     (477 )
Other receivables     (123 )     (127 )
Trade payables     267       201  
Other payables     54       664  
Deferred taxes     (267 )     (117 )
Contract liabilities     539       302  
      (452 )     446  
Cash generated from operations     2,053       6,295  
Income taxes paid     (1,842 )     (11 )
Net cash provided by operating activities     211       6,284  
                 
Cash flows from investing activities                
Interest income related to debt investments at fair value through other comprehensive income     236      
-
 
Withdrawal of long-term deposits    
-
      2  
Investment in long-term deposits     (5 )    
-
 
Interest related to short-term bank deposits     246       267  
Investment in long-term restricted deposits     (325 )    
-
 
Purchase of property and equipment     (37 )     (60 )
Net cash provided by investing activities     115       209  
                 
Cash flows from financing activities                
Long-term loans interest payments     (74 )     (110 )
Long-term loans principal payments     (4 )     (89 )
Principal portion of lease payments     (119 )     (133 )
Interest portion of lease payments     (91 )     (68 )
Proceeds from exercise of options and warrants     30       4,763  
Issuance costs in connection with offerings    
-
      (34 )
Net cash provided by (used in) financing activities     (258 )     4,329  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


 

ALARUM TECHNOLOGIES LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    Six months ended June 30  
    2025     2024  
    U.S. dollars in thousands  
             
Changes in cash and cash equivalents     68       10,822  
Cash and cash equivalents at beginning of the period     15,081       10,872  
Effect of exchange rate changes on cash and cash equivalents     (235 )     (68 )
Cash and cash equivalents at end of the period     14,914       21,626  
                 
Supplemental disclosure of non-cash investing and financing activities:                
                 
Addition of right-of-use assets     53      
-
 
Decrease of right-of-use assets and lease liabilities     346      
-
 
Long-term loan settled by share issuance     276      
-
 
Receivables due to exercise of options    
-
      435  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


 

ALARUM TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 - GENERAL:

 

Background

 

Alarum Technologies Ltd. (Nasdaq, TASE: ALAR) (“Alarum”, and collectively referred to with its wholly-owned subsidiaries as the “Company”) is a global Software as a Service (“SaaS”) provider operating primarily in the web data collection market through its wholly-owned subsidiary, NetNut Ltd. (“NetNut”).

 

The Company primarily offers Internet Protocol Proxy Network solutions (“IPPN solutions”) that enable customers to collect data anonymously at any scale from any public sources over the web, as well as data collection solutions (“Data Collection solutions”) that include tools that allow customers to collect real-time structured data from global search engines as well as to collect public web data from websites that have implemented anti-bot technologies and more.

 

War in Israel

 

Since October 7, 2023, Israel has been in a state of war on multiple fronts involving the Gaza Strip and other countries and regions in the Middle East, including most recently the Islamic Republic of Iran. To date, the situation remains ongoing. During the six months ended June 30, 2025, there was no material adverse impact on Company’s operations and financial condition due to this war. However, since these are events beyond the Company’s control, their continuation or cessation may affect the Company’s expectations. The Company continues to monitor political and military developments closely and examine the consequences for its operations and assets. For further information, see Note 1 to the Company’s annual financial statements for the year ended December 31, 2024.

 

NOTE 2 - ACCOUNTING POLICIES:

 

Basis of presentation

 

The Company’s condensed consolidated financial statements for the six months ended June 30, 2025, have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed consolidated financial statements, which are unaudited, do not include all of the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2024 and their accompanying notes, which have been prepared in accordance with IFRS Accounting Standards as published by the International Accounting Standards Board.

 

The results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2025, or for any other interim period.

 

Estimates

 

The preparation of interim financial statements requires the Company’s management to exercise its judgment and to use significant accounting estimates and assumptions that affect the application of the Company’s accounting policies and the amounts of reported assets, liabilities, income and expenses. Actual results may materially differ from those estimates.

 

In preparation of these condensed consolidated financial statements, the significant judgments that were exercised by the management in applying the Company’s accounting policies and the key sources of estimation uncertainty were similar to those applied in the Company’s annual financial statements for the year ended December 31, 2024.

 

Accounting policies

 

The accounting policies applied in the preparation of these condensed consolidated financial statements are consistent with those applied in the preparation of the annual financial statements for the year ended December 31, 2024.

 

6


 

ALARUM TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

Income tax

 

Income tax expense for interim periods is recognized at an amount determined by multiplying the profit before income tax for the interim period of each individual jurisdiction by management’s best estimate of the expected effective annual income tax rate of each jurisdiction, adjusted for the tax effects of certain items recognized in full in the interim period.

 

New standards and amendments not yet adopted

 

IFRS 18, “Presentation and Disclosure in Financial Statements” (“IFRS 18”)

 

IFRS 18 replaces IAS 1, “Presentation of Financial Statements”. As part of the new disclosure requirements, companies will be required to present new defined subtotals in the statement of profit or loss, as follows: (i) operating profit and (ii) profit before financing and tax. In addition, items in the statement of profit or loss will be classified into three defined categories: operating, investment and financing. The standard also includes a requirement to provide a separate disclosure in the financial statements regarding the use of management-defined performance measures (“non-GAAP measures”), and specific instructions were added for the grouping and splitting of items in the financial statements and their accompanying notes. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with an option for early adoption. The Company is currently in a preliminary stage of assessing the expected effect of this new standard.

 

NOTE 3 - SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD:

 

O.R.B. agreement

 

Further to the described in Note 9 to the Company’s annual financial statements for the year ended December 31, 2024, during the six months ended June 30, 2025, the Company repaid to O.R.B. Spring Ltd. (“O.R.B.”) a total amount of $354 thousand, of which $78 thousand were paid in cash based on the actual customers’ payments according to the revenue share model, and $276 thousand were paid at the Company’s discretion in accordance with the terms set forth in the agreement by issuing 376,999 ordinary shares as final payments of tranches that had reached their maturity date.

 

For the six months ended June 30, 2025, interest expenses related to the loan totaled $74 thousand.

 

As of June 30, 2025, long-term loan amounted to $690 thousand.

 

Options and RSUs grants

 

During the six months ended June 30, 2025, the Company granted 1,297,176 RSUs and 5,004 options to purchase 5,004 ordinary shares. The options have a zero-exercise price and both the RSUs and options will vest over 3 years from the grant dates. The total fair value of these grants amounted to $1,293 thousand, based on the Company’s share price on the grant dates.

 

Also, on June 19, 2025, the Company’s board of directors approved a grant of 399,996 RSUs to the Company’s Chief Executive Officer (“CEO”), which will vest over 11 tranches until July 2028. On August 7, 2025, the grant was approved by the Company’s shareholders. The total fair value of the grant amounted to $601 thousand, based on the Company’s share price on the date of approval by the Company’s shareholders.

 

Shares issuance

 

During the six months ended June 30, 2025, 376,999 ordinary shares were issued to O.R.B., as described above, and 623,876 vested restricted share units (“RSUs”) and 41,754 vested options, were exercised into 665,630 ordinary shares.

 

7


 

ALARUM TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

A motion to certify a claim as a class action

 

On February 16, 2025, the Company, along with its CEO, Mr. Shachar Daniel, and its Chief Financial Officer, Mr. Shai Avnit, were served with a motion to certify a claim as a class action in the Economic Department at the District Court in Tel Aviv, Israel (the “Motion”). The Motion refers to statements made between March 14, 2024, and August 26, 2024. In the Motion, one shareholder alleges that based on the Company’s announcement dated August 26, 2024, which included financial outlook for third quarter of 2024, the Company allegedly made various untrue and misleading statements regarding the Company’s business, operations and prospects. The Company has also been served with a complaint of similar nature filed in the United States District Court for the District of New Jersey against the Company, Mr. Daniel, Mr. Avnit, and the Company’s chairman, Mr. Chen Katz (the “U.S. Complaint”). On May 6, 2025, the District Court in Tel Aviv granted a stay of the Israeli proceedings, pending further developments in the U.S. Complaint.  On July 3, 2025, following further investigation, plaintiffs’ counsel informed the Company of their intention to voluntarily dismiss the U.S. Complaint. A notice of voluntary dismissal was formally approved by the United States District Court on July 8, 2025. On July 20, 2025, the Company notified the Tel Aviv District Court of the dismissal of the U.S. Complaint and requested the removal of the Israeli proceedings. On July 21, 2025, the Israeli Court instructed the Israeli plaintiff to respond whether he agrees to the proceedings’ removal request, by September 25, 2025. The Company believes that the above legal action is unfounded, relying on false chronological and factual basis and without legitimate grounds. The Company intends to defend itself vigorously against these proceedings.

 

Leases

 

On May 18, 2025, the Company notified its office lessor of its intention not to exercise its option to renew the current lease contract, which expires on October 20, 2025, for an additional year. The financial effect of revising the lease term, which originally included the extension of the option, was a decrease in lease liabilities and right-of-use assets of $346 thousand.

 

In June 2025, the Company signed a new lease contract for its offices. The lease will commence on September 1, 2025, and end on August 31, 2029, in exchange for an approximate monthly fee of $58 thousand until February 28, 2027, and approximately $75 thousand until August 31, 2029. In addition, the Company has an option to extend the lease period with another 2 periods of 2 years each, until August 31, 2031, and August 31, 2033, respectively.

 

NOTE 4 - REVENUE:

 

The Company generates revenue primarily from SaaS subscriptions in the web data collection market. The following table presents the Company’s revenue disaggregated by source for the periods presented:

 

    Six months ended June 30  
    2025     2024  
    U.S. dollars in thousands  
Web data collection            
SaaS revenue:            
IPPN solutions     14,418       16,551  
Data Collection solutions     1,250       200  
Total SaaS revenue     15,668       16,751  
Total web data collection revenue     15,668       16,751  
Other revenue     256       509  
Total revenue     15,924       17,260  

 

8


 

ALARUM TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

NOTE 5 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT:

 

Fair value estimation

 

The following table presents the Company’s financial instruments measured at fair value for the periods presented:

 

    Level 1     Level 2     Level 3     Total  
    U.S. dollars in thousands  
As of June 30, 2025                        
Financial assets                        
Debt investments at fair value through profit or loss                        
Mutual Fund     574      
-
     
-
      574  
Unlisted equity securities    
-
     
-
      82       82  
Debt investments at fair value through other comprehensive income                                
Corporate bonds    
-
      9,079      
-
      9,079  
Government bonds    
-
      306      
-
      306  
Total financial assets     574       9,385       82       10,041  
Financial liabilities                                
Derivative financial instruments    
-
     
-
      17       17  
Total financial liabilities    
-
     
-
      17       17  
                                 
As of December 31, 2024                                
Financial assets                                
Debt investments at fair value through profit or loss                                
Mutual Fund     555      
-
     
-
      555  
Unlisted equity securities    
-
     
-
      82       82  
Debt investments at fair value through other comprehensive income                                
Corporate bonds    
-
      8,956      
-
      8,956  
Government bonds    
-
      300      
-
      300  
Total financial assets     555       9,256       82       9,893  
Financial liabilities                                
Derivative financial instruments    
-
     
-
      148       148  
Total financial liabilities    
-
     
-
      148       148  

 

9


 

ALARUM TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

Level 3 financial instruments

 

The following table presents the changes in level 3 financial liabilities for the periods presented:

 

    Derivative
financial
instruments
 
    U.S. dollars
in thousands
 
Balance as of December 31, 2023     109  
Changes within profit or loss     39  
Balance as of December 31, 2024     148  
Changes within profit or loss     (131 )
Balance as of June 30, 2025     17  

 

Valuation processes of the Company

 

The fair value of derivative financial instruments as of June 30, 2025, was estimated using the Black-Scholes model with the following principal assumptions: share price of $1.35, risk-free interest rate of 4.41-4.44%, expected term (in years) of 0.2-0.25 and volatility of 96.47%-100.45%. The fair value of these warrants as of June 30, 2024, was based on the following principal assumptions: share price of $4.17, risk-free interest rate of 4.99-5.43%, expected term (in years) of 0.36-1.25 and volatility of 96.54%-109.20%.

 

NOTE 6 - SUBSEQUENT EVENTS:

 

On August 7, 2025, the Company’s board of directors approved a grant of 305,052 RSUs and 49,321 options to purchase 49,321 ordinary shares. The RSUs will vest until October 2028. The options have a zero-exercise price, and they are fully vested.

 

10

 

 

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EX-99.3 4 ea025370601ex99-3_alarum.htm ALARUM TECHNOLOGIES LTD.'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2025

Exhibit 99.3

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

As of June 30, 2025, and for the Six Months then Ended

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain information included in this analysis 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,” “plans,” “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 our 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 our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our 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 planned level of revenues and capital expenditures;
     
  our ability to market and sell our products;
     
  the ability of our clients to continue utilizing our products at their current levels;
     
  our ability to expand the number of and diversify types of customers in order to avoid a material effect on our operating margins, our profitability, our sales and our results of operations as a result of a loss of a significant customer, or a material reduction in sales to a significant customer;
     
  our plans to continue to invest in research and development to develop technology for both existing and new products;
     
  our ability to maintain our relationships with partners and customers;
     
  our ability to maintain or protect the validity of our European, U.S. and other patents and other intellectual property;
     
  our ability to engage in future strategic opportunities, including, but not limited to, strategic acquisitions, and achieve any expected benefits therefrom;
     
  our ability to launch and penetrate markets in new locations, including taking steps to expand our worldwide activities and to enter engagements with new business partners in those markets;
     
  our intention to increase marketing and sales activities;

 

 


 

  our intention to establish partnerships with industry leaders;
     
  our ability to locate additional funding available to us on acceptable terms;
     
  our ability to retain professional employees and executive members;
     
  our ability to internally develop new inventions and intellectual property;
     
  our expectations regarding future changes in our cost of revenues and our operating expenses;
     
  our expectations regarding our tax classifications;
     
  interpretations of current laws and the passages of future laws and/or regulations;
     
  our ability to continue to effectively comply with the requirements of Nasdaq;
     
  the impact of potential litigation; 
     
  acceptance of our business model and performance by investors; and
     
  general market, political, and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the Israel-Hamas war, Israel-Hezbollah war and Israel-Iran war.

 

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 our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2024, or our Annual Report, which is on file with the Securities and Exchange Commission, or the SEC, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

 

Except as otherwise required by law, we undertake 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

 

Introduction

 

Unless indicated otherwise by the context, all references in this report to “Alarum”, the “Company”, “we”, “us” or “our” are to Alarum Technologies Ltd. and its subsidiaries. All references in this report to “dollars” or “$” means United States dollars.

 

You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements for the six months ended June 30, 2024 and notes thereto, and together with our audited consolidated financial statements for the year ended December 31, 2023 and notes thereto filed with the SEC as part of our Annual Report.

 

Business Overview

 

We are a global Software as a Service, or SaaS, provider. We operate mainly in the Web Data Collection market, offering solutions for various needs and for a wide variety of use cases.

 

We offer secured, fast and anonymous Internet Protocol Proxy Network solutions, or IPPN solutions, to our business customers which, in turn, enable them to anonymously and securely browse the internet as well as to collect data from any publicly available source on the web, for their own business purposes. Our IPPN solutions allow organizations to collect anonymously vast amounts of accurate, transparent web data from public online sources by simultaneously connecting to the Internet from different Internet Protocol, or IP, addresses. Our customers can choose from various types of IPs from our IP pool which contains dozens of millions of IPs, including ISP IPs, data center IPs, and residential service provider IPs.

 

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With these solutions, customers gain data-driven information that provides valuable insights with respect to predictive capabilities or behaviors, thereby assisting ongoing business management operation and decision making. An added benefit to our customers is the fact that utilizing our network completely hides enterprises from the internet by modifying IP addresses, thus ensuring high levels of privacy for their online presence. Also, our IPPN solutions enable access to the internet through dozens of millions of end points globally, thus ensuring multiple business use cases, including large-scale data collection and analysis, cyber security, price comparison, ad verification, search engine optimization validations, web data extraction, collection of data for financial analysis, and more.

 

We also offer data collection solutions, or Data Collection solutions, which include tools that allow our customers to collect real-time structured data from global search engines tailored to their needs, as well as collecting public web data from websites that have implemented anti-bot technologies and more.

 

 In addition, as previously disclosed, we decided in July 2023 to scale down the operations of our consumer internet accesses business, operated under our wholly owned subsidiary CyberKick Ltd., a decision that resulted in material reductions of expenses and headcount. We continue to maintain our service only to current paying users, which allows us to generate revenue from past investments in acquiring such users, with minimal costs.

 

Our Business Model

 

We generate revenue primarily from our SaaS subscriptions in the Web Data Collection market, which consists of subscription or consumption-based fees from customers utilizing our solutions. Most of the customers purchase our solutions using periodic packages ranging between one month to one year. Our revenue is mainly recognized on a straight-line basis over the package period.

 

Results of Operations

 

The following discussion of our results of operations for the six months ended June 30, 2025 and 2024, included in the following table, which presents selected financial information data, is based upon our consolidated statements of profit or loss and other comprehensive income contained in our unaudited condensed consolidated financial statements for those periods, and the related notes.

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Revenue     15.9       17.3  
Cost of revenue     5.7       3.9  
Gross profit     10.2       13.4  
Operating expenses:                
Research and development     3.1       2.1  
Selling and marketing     3.9       3.4  
General and administrative     2.9       2.6  
Total operating expenses     9.9       8.1  
Operating profit     0.3       5.3  
Financial income (expense), net     0.7       (3.4 )
Profit before income tax     1.0       1.9  
Tax expense     0.3       0.8  
Net profit for the period     0.7       1.1  

 

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Key Business Metrics

 

We monitor the key business metrics set forth below to help us evaluate and establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. Our key non-International Financing Reporting Standards, or non-IFRS, business metrics are:

 

EBITDA or EBITDA loss. We define EBITDA (EBITDA loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets, financial income (expense) and income tax.

 

Adjusted EBITDA or Adjusted EBITDA loss. We define Adjusted EBITDA (Adjusted EBITDA loss) as EBITDA (EBITDA loss) as further adjusted to remove the impact of (i) impairment of goodwill (if any); and (ii) share-based compensation.

 

Non-IFRS net profit (loss). We define non-IFRS net profit (loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets, impairment of goodwill (if any), financial income (expense) effects primarily related to derivative financial instruments and long-term loan, deferred tax effects and share-based compensation.

 

We believe the non-IFRS financial information provided in this report is useful to investors’ understanding and assessment of the Company’s ongoing operations. Management also uses both IFRS and non-IFRS information in evaluating and operating its business internally, and as such, deemed it important to provide this information to investors. The non-IFRS financial measures disclosed by the Company should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with IFRS, and the financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated. Investors are encouraged to review the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures provided in the financial statement tables herein.

 

The following tables present the reconciled effect of the above on the Company’s EBITDA, Adjusted EBITDA and non-IFRS net profit for the six months ended June 30, 2025 and 2024:

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Net profit for the period     0.7       1.1  
Adjustments:                
Depreciation and amortization     0.3       0.3  
Financial expense (income), net     (0.7 )     3.4  
Tax expense     0.3       0.8  
EBITDA     0.6       5.6  
Adjustments:                
Share-based compensation     1.7       1.0  
Adjusted EBITDA     2.3       6.6  

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Net profit for the period     0.7       1.1  
Adjustments:                
Depreciation and amortization     0.3       0.3  
Financial expense (income), net effects     (0.1 )     3.3  
Deferred tax effects     (0.3 )     (0.1 )
Share-based compensation     1.7       1.0  
Non-IFRS net profit     2.3       5.6  

 

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 Factors Affecting our Performance

 

We rely on businesses requiring gathering data over the Internet using residential and Data Center IP addresses from various localities around the world.

 

Our prospective customers in the Web Data Collection market often do not have a specific portion of their information technology budgets allocated for products that address the next generation of privacy solutions. We invest in sales and marketing efforts to increase market awareness, educate prospective customers, and drive the adoption of our solutions. We believe that we will need to invest additional resources in targeted international markets to drive awareness and market adoption. The degree to which prospective customers recognize the mission critical need for collecting valuable information from internet sites will drive our ability to acquire new customers, increase renewals and follow-on sales opportunities, which, in turn, will affect our future financial performance.

 

Reliance on Large Customers

 

We work continuously to increase our customer base, in order to reduce reliance on large customers. During the first half of 2025, 41% of our data collection revenue derived from 48 customers who purchased services in amounts ranging between $50,000 and $500,000, and 17% of our revenue was generated from 153 customers who bought services at amounts range between $5,000 and $50,000. Nevertheless, we still had 7 customers that purchased services in amounts greater than $500,000, and they generated together approximately 39% of the total data collection business revenues.

 

Revenues and Customers Retention Trends

 

Our large base of customers represents a significant opportunity for further sales expansion. Once customers purchase subscriptions from us, they can add additional features, geographic coverage, users, and digital intelligence solutions. We look at the increase in spending from our customers as an indication of the value we provide them over time.

 

An indication of the spending from existing customers in the data collection business is our net dollar-based retention rate, or NRR, which compares our Annual Recurring Revenue, or ARR, from the same set of customers as of a certain point in time, relative to the same point in time in the previous year ago period. We calculate our NRR as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end, or the Prior Period ARR. We then calculate the ARR from these same customers as of the current period-end, or the Current Period ARR. Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the Current Period ARR by the Prior Period ARR to arrive at the point-in-time NRR. We then calculate the average of the trailing four quarter point-in-time NRRs to arrive at the NRR. As of June 30, 2025, our NRR was 0.98. This, compared to an NRR of 1.27 as of December 31, 2024.

 

Our NRR may fluctuate due to several major factors, such as material changes in our customers’ businesses; our customers’ satisfaction with our solutions; pricing; support; and the competition which may impact the revenues from significant customers due to changes in our customers’ spending levels.

 

The drop in the NRR during the first 6 months of 2025 is mainly a result of lower demand from large customers in certain verticals.

 

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Comparison of the six months ended June 30, 2025, to the six months ended June 30, 2024

 

Revenue

 

The following table summarizes our revenue disaggregated by source for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
             
Web Data Collection            
SaaS revenue:            
IPPN solutions     14.4       16.6  
Data Collection solutions     1.2       0.2  
Total Web Data Collection revenue     15.6       16.8  
Other revenue     0.3       0.5  
Total revenue     15.9       17.3  

 

Our revenue for the six months ended June 30, 2025, totaled $15.9 million, compared to $17.3 million in the six months ended June 30, 2024. Most of the decrease derived from the gap between the revenues in the first quarter of each year, while revenues generated during the second quarters were practically equal.

 

The decrease in the Web Data Collection revenue is primarily due to market dynamics that affected the IPPN solutions demand from certain specific customers since mid-2024. This decrease was partially offset by adding new IPPN customers and an increase in the Data Collection solutions revenue, which first launched at the end of the first half of 2024.

 

Cost of Revenue and Gross Profit

 

The following table summarizes our cost of revenue for the periods presented, as well as presenting the gross profit as a percentage of total revenue. The period-to-period comparison of results is not necessarily indicative of results for future periods. 

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Internet protocol addresses costs     2.3       2.7  
Networks and servers     2.2       0.4  
Payroll, related expenses and share-based payment     0.2       0.3  
Contractors and third-party services     0.6       *  
Depreciation and amortization     0.3       0.3  
Other     0.1       0.2  
Total cost of revenue     5.7       3.9  
Gross profit     10.2       13.4  
Gross profit %     64 %     78 %

 

* Less than $0.1 million

 

Our cost of revenue for the six months ended June 30, 2025, totaled $5.7 million, compared to $3.9 million in the six months ended June 30, 2024. The increase was primarily driven by our work with large customers, mainly Artificial Intelligence companies, which require data gathering at significantly higher scales, in turn necessitating a higher-quality and more expensive infrastructure. Also, we had an increase in contractors and third-party services costs which incurred primarily as a result of the increase in the Data Collection solutions revenue.

 

As a result of the decrease in revenue and increase of cost of revenue, gross profit for the six months ended June 30, 2025, totaled $10.2 million, compared to $13.4 million in the six months ended June 30, 2024, representing a decrease of 24%.

 

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Research and Development Expenses

 

The following table summarizes our research and development expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Payroll, related expenses and share-based payment     2.9       1.7  
Subcontractors     0.1       0.1  
Other     0.1       0.3  
Total research and development expenses     3.1       2.1  

 

Research and development expenses for the six months ended June 30, 2025, totaled $3.1 million, compared to $2.1 million for the six months ended June 30, 2024. The increase is attributed mainly to the growth in the research and development team, which resulted in an increase in payroll and related costs.

 

Selling and Marketing Expenses

 

The following table summarizes our selling and marketing expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Payroll, related expenses and share-based payment     2.6       2.2  
Marketing     0.7       0.5  
Professional fees     0.1       0.1  
Depreciation and amortization     0.1       0.1  
Payment processing fees     0.3       0.3  
Other     0.1       0.2  
Total selling and marketing expenses     3.9       3.4  

  

Selling and marketing expenses for the six months ended June 30, 2025, totaled $3.9 million, compared to $3.4 million in the six months ended June 30, 2024. The increase resulted mainly from higher payroll and related expenses, as well as marketing costs.

 

General and Administrative Expenses

 

The following table summarizes our general and administrative expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
Payroll and related expenses and share-based payment     1.9       1.5  
Professional fees     0.6       0.9  
Other     0.4       0.2  
Total general and administration expenses     2.9       2.6  

 

General and administrative expenses for the six months ended June 30, 2025, totaled $2.9 million, compared to $2.6 million in the six months ended June 30, 2024. The increase is primarily due to higher payroll and related expenses, as well as office expenses.

 

Operating Profit

 

As a result of the foregoing, our operating profit for the six months ended June 30, 2025, totaled $0.3 million, compared to an operating loss of $5.3 million in the six months ended June 30, 2024.

 

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Financial Income (Expense)

 

Financial income, net, for the six months ended June 30, 2025, totaled $0.7 million, compared to financial expenses, net, of $3.4 million in the six months ended June 30, 2024. The switch to financial income is primarily due to the decrease in the fair value of derivative financial instruments, because of the price decrease in the Company’s share price during the six months ended June 30, 2025, compared to the share increase during the equivalent period in 2024. Also, the Company generated interest and financial income of $0.5 million in the six months ended June 30, 2025, from bank deposits and debt investments, compared to $0.3 million in the equivalent period in 2024.

 

Tax Expenses

 

Tax expenses for the six months ended June 30, 2025, totaled $0.3 million, compared to tax expenses of $0.8 million in the six months ended June 30, 2024. The reduction is due to the lower NetNut profit for tax purposes.

 

Net Profit for the Period

 

As a result of the foregoing, our net profit for the six months ended June 30, 2025, totaled $0.7 million, compared to an $1.1 million in the six months ended June 30, 2024.

 

Liquidity and Capital Resources

 

Overview

 

As of June 30, 2025, our cash and cash equivalents, totaling approximately $14.9 million, were intended for working capital, capital expenditures, investment in technology and business acquisition purposes. We also had approximately $10.1 million as long-term debt investments including related accrued interest, primarily in the United States and other countries’ high rated corporate bonds.

 

We believe that our cash and cash equivalents will be sufficient to meet our anticipated cash needs for the foreseeable future and at least the next twelve months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, the continuing market acceptance of our products and our pursuit of strategic opportunities, including, but not limited to, strategic acquisitions. If we are unable to raise additional capital when desired or can’t generate profit from operating activities, our business, operating results, and financial condition would be adversely affected. 

 

    For the Six Months Ended
June 30,
 
U.S. dollars in millions   2025     2024  
             
Net cash provided by operating activities     0.2       6.3  
                 
Net cash provided by investing activities     0.1       0.2  
                 
Net cash provided by (used in) financing activities     (0.2 )     4.3  
                 
Net increase in cash and cash equivalents     0.1       10.8  

 

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Operating Activities

 

During the six months ended June 30, 2025, net cash provided by operating activities was $0.2 million, primarily attributable to the decrease in the Company’s operating profit that decreased as a result of Cost of sales and the operating expenses increase (see explanations in the Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024 above, and specifically in the research and development expenses), and to the income tax payment related to financial year 2024. This figure represents a $6.1 million reduction compared to the $6.3 million provided by operating activities during the six months ended June 30, 2024.

 

Investing Activities

 

During the six months ended June 30, 2025, net cash provided by investing activities totaled $0.1 million, compared to $0.2 million during the six months ended June 30, 2024, primarily due to investment in long-term restricted deposits, offset by higher interest income related to increased amount of short-term bank deposits and debt investments in the six months ended June 30, 2025.

 

Financing Activities

 

During the six months ended June 30, 2025, net cash used in financing activities totaled $0.2 million, compared to $4.3 million provided by financing activities during the six months ended June 30, 2024, mainly due to loan repayments in the six months ended June 30, 2025, compared to $4.8 million proceeds from warrants and options exercises in the six months ended June 30, 2024.

 

Net increase in Cash and Cash Equivalents

 

As a result of the foregoing, our cash and cash equivalents decreased by $0.1 million during the six months ended June 30, 2025, compared to an increase of $10.8 million during the six months ended June 30, 2024.

 

Strategic Funding

 

On August 8, 2022, we signed a strategic funding agreement with O.R.B. Spring Ltd., or O.R.B., as further amended, of up to $4.0 million to support the growth of our consumer access solutions and its customer acquisition program. The repayment of the funding was based on a revenue share model in connection with sales generated from new customers acquired with each funding installment.

 

As of June 30, 2025, we received aggregate funding of approximately $2.6 million and repaid to O.R.B. an amount of approximately $1.9 million, of which $1.6 derived from the revenues that were generated as a result of the funding were repaid in cash, and approximately $0.3 million were paid in the Company’s ordinary shares. The loan balance as of June 30, 2025, was $0.7 million.

 

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Shelf Registration Statement

 

On November 25, 2024, we filed a Registration Statement on Form F-3 (File No. 333-283429), which became effective on November 29, 2024. We may offer and sell from time to time in one or more offerings up to a total amount of $100 million of American Depository Shares (each representing 10 of our ordinary shares).

 

Current Outlook

 

As of June 30, 2025, our cash and cash equivalents and high rated long-term debt investments were approximately $25.0 million. We expect that our current resources will be sufficient to meet our anticipated cash needs for the foreseeable future and at least the next twelve months. Our operating plans may change because of many factors that may currently be unknown to us, which may impact our funding plans. Our future capital requirements will depend on many factors, including:

 

  the progress and costs of our research and development activities;
     
  the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally;
     
  the scope of our general and administrative expenses; and

 

  potential future acquisitions.

 

Research and development, patents and licenses, etc.

 

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. 

 

Critical Accounting Estimates

 

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates 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 our Annual Report, as well as our 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. 

 

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