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6-K 1 ea0291225-6k_radcom.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 May 2026

 

Commission File Number: 000-29452

 

RADCOM LTD.

(Translation of registrant’s name into English)

 

24 Raoul Wallenberg Street, Tel Aviv 6971920, 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 ☐

 

 

 

 


 

THE FOUR PARAGRAPHS UNDER THE HEADER CONTENTS BELOW AND THE GAAP FINANCIAL STATEMENTS INCLUDED IN EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K OF THE REGISTRANT ARE HEREBY INCORPORATED BY REFERENCE INTO RADCOM LTD.’S (THE “REGISTRANT”) REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-190207, 333-195465, 333-203087, 333-211628, 333-215591, 333-260997, 333-270983 AND 333-276692), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

CONTENTS

 

On May 18, 2026, Mr. Andre Fuetsch resigned from the Registrant’s Board of Directors (the “Board”), effective immediately.

 

Additionally, on May 18, 2026, Mr. Rami Schwartz, Ms. Rachel (Heli) Bennun, Mr. Oren Most, and Mr. Yaron Ravkaie resigned from the Board, with each such resignation effective as of May 19, 2026.

 

None of the resignations reported above is a result of any disagreement with the Registrant.

 

As the Registrant previously reported in a Report on Form 6-K dated April 15, 2026, the Registrant will hold an Extraordinary General Meeting of shareholders on May 20, 2026, at which, among other matters, the election of new directors to the Board will be submitted for shareholder approval.

 

On May 19, 2026, the Registrant announced its financial results for the quarter ended March 31, 2026.

 

Exhibit No.   Description
Exhibit 99.1   Press release, dated May 19, 2026, reporting the Registrant’s First Quarter of 2026 Results and corporate updates

 

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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.

 

  RADCOM LTD.
   
Date: May 19, 2026 By: /s/ Hod Cohen
  Name:  Hod Cohen
  Title: Chief Financial Officer

 

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EX-99.1 2 ea029122501ex99-1.htm PRESS RELEASE, DATED MAY 19, 2026, REPORTING THE REGISTRANT'S FIRST QUARTER OF 2026 RESULTS AND CORPORATE UPDATES

Exhibit 99.1

 

 

RADCOM Delivers First Quarter 12% Y-o-Y Revenue Growth and Expanding Y-o-Y Operating Margins

 

TEL AVIV, Israel – May 19, 2026 – RADCOM Ltd. (Nasdaq: RDCM), a leading provider of advanced, intelligent assurance solutions with integrated AI Operations (AIOps) capabilities, announced today its financial results for the first quarter ended March 31, 2026.

 

“We delivered another quarter of sustained, profitable growth, with first-quarter revenue of $18.6 million, up 12% year-over-year,” said Benny Eppstein, RADCOM’s Chief Executive Officer. “Our focused execution continues to translate top-line growth into expanding margins, reinforced by a multi-year renewal with a Tier-1 operator that expands its RADCOM ACE footprint to power more AI-driven, automated network operations.”

 

“Looking ahead, we’re encouraged by customers’ reception of RADCOM Neura, our AI agent suite designed for integration into agentic AI ecosystems,” Eppstein continued. “We remain focused on disciplined execution, deepening installed-base relationships, winning new customers, and advancing our AI-native, event-driven assurance capabilities as networks move toward greater automation.”

 

RADCOM is reaffirming its full-year 2026 revenue guidance of 8% to 12% year-over-year growth, implying $78.6 million at the midpoint (10%).

 

First Quarter 2026 Financial Highlights:

 

Total revenues for the first quarter of 2026 were $18.6 million, compared to $16.6 million in the first quarter of 2025, or 12.0% year-over-year growth.

 

GAAP operating income for the first quarter of 2026 was $2.2 million, or 11.7% of revenue, compared to GAAP operating income of $1.5 million, or 8.8% of revenue, for the first quarter of 2025.

 

Non-GAAP operating income for the first quarter of 2026 was $3.7 million, or 20.1% of revenue, compared to non-GAAP operating income of $3.1 million, or 19.0% of revenue, for the first quarter of 2025.

 

GAAP net income for the first quarter of 2026 was $3.1 million, or $0.18 per diluted share, compared to GAAP net income of $2.4 million, or $0.15 per diluted share, for the first quarter of 2025.

 

Non-GAAP net income for the first quarter of 2026 was $4.7 million, or $0.28 per diluted share, compared to non-GAAP net income of $4.1 million, or $0.25 per diluted share, for the first quarter of 2025.

 

As of March 31, 2026, the company had cash, cash equivalents and short-term bank deposits of $108.4 million, and no debt.

 

 


 

Recent Business Highlights:

 

Signed a multi-year renewal with a Tier-1 operator that expands its RADCOM ACE footprint to power more AI-driven, automated network operations.

 

Launched RADCOM Neura, an AI agent suite designed for integration into agentic AI ecosystems, created to transform service assurance from reactive monitoring into a foundational enabler of autonomous, intent-driven networks.

 

Board of Directors Update

 

Rami Schwartz, Rachel (Heli) Bennun, Yaron Ravkaie, and Oren Most stepped down from the Board of Directors, effective May 19, 2026, and Andre Fuetsch stepped down from the Board of Directors, effective May 18, 2026. Shareholders will vote on the election of new directors at an extraordinary general meeting on May 20, 2026, as detailed in the proxy materials filed on April 15, 2026, with the Securities and Exchange Commission.

 

“On behalf of the Company, I want to thank Rami, Heli, Andre, Yaron, and Oren for their significant contributions. With their help and guidance, the Company achieved four consecutive years of double-digit revenue growth, transforming from an unprofitable company to a profitable one and increasing the Company’s net cash position by over $15 million in 2025, and then reaching $108.4 million of cash, cash equivalents, and short-term bank deposits at the end of March 2026, with no debt,” said RADCOM’s Chief Executive Officer, Benny Eppstein.

 

Rami Schwartz, the outgoing Chairman, said, “It has been a privilege to serve as Chairman of RADCOM and to work alongside a very talented, supportive, and dedicated Board for many years. The Company is in a strong position, with a track record of six consecutive years of revenue growth and four years of improved profitability, a capable management team, and committed employees. We decided to resign from the Board of Directors and not to conduct a proxy contest, as we preferred to focus on RADCOM’s best interests and minimize potentially harmful effects of a prolonged process.”

 

Mr. Schwartz added, “Moreover, the Company is now equipped with best-in-class AI-based solutions for 4G and 5G networks and is trusted and adopted by highly satisfied Tier-1 service providers, which continue to adopt more RADCOM solutions. Special thanks to Heli Bennun, who served as our Executive Chairman for almost a decade, spanning most of this successful period. She tirelessly pushed for the technical and business achievements we are so proud of. I thank RADCOM’s CEO Benny Eppstein, COO Hilik Itman, the Company’s executive team, and my fellow directors for their partnership and active pursuit of RADCOM’s growth and success. We look forward to RADCOM’s next successful chapter.”

 

Conference Call

 

RADCOM’s management will host an interactive conference call on Tuesday, May 19, 2026, at 8:00 a.m. Eastern Time (3:00 p.m. Israel Time) to discuss the results and answer participants’ questions.

 

Date / Time: Tuesday, May 19, 2026, at 8:00 a.m. Eastern Time / 3:00 p.m. Israel Time

USA Toll-Free: +1-866-652-8972

USA Toll-Free (alternate): +1-800-994-4498

Local Access: +972-3-9180609

Webcast (live and replay): https://www.veidan-conferencing.com/radcom

 

An archived replay of the call will be available on the RADCOM website following the live event.

 

###

 

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For all investor inquiries, please contact:

 

Investor Relations:

 

Rob Fink or Joey Delahoussaye

FNK IR

rdcm@fnkir.com

646-809-4048 / 312-809-1087

 

Company Contact:

 

Hod Cohen

CFO

+972-3-645-5055

hod.cohen@radcom.com

 

About RADCOM

 

RADCOM (Nasdaq: RDCM) is a leading provider of advanced, intelligent assurance solutions with integrated AI Operations (AIOps) capabilities. Its flagship platform, RADCOM ACE, harnesses AI-driven analytics and generative AI (GenAI) to improve customer experiences. From lab testing to full-scale deployment, RADCOM utilizes cutting-edge networking technologies to capture and analyze real-time data. Its advanced 5G portfolio delivers end-to-end network observability, from the radio access network (RAN) to the core.

 

Designed to be open, vendor-neutral, and cloud-agnostic, RADCOM’s solutions drive next-generation network automation, optimization, and efficiency. By leveraging AI-powered intelligence, RADCOM reduces operational costs, enables predictive customer insights, and seamlessly integrates with business support systems (BSS), operations support systems (OSS), and service management platforms. Offering a complete, real-time view of mobile and fixed networks, RADCOM empowers telecom operators to ensure exceptional service quality, enhance user experiences, and build customer-centric networks.

 

Non-GAAP Information

 

Certain non-GAAP financial measures are included in this press release. These non-GAAP financial measures are provided to enhance the reader’s overall understanding of the Company’s financial performance. By excluding non-cash stock-based compensation that has been expensed in accordance with ASC Topic 718, financial income (expenses) related to acquisitions, and amortization of intangible assets related to acquisitions, the Company’s non-GAAP results provide information to both management and investors that is useful in assessing the Company’s core operating performance and in evaluating and comparing the Company’s results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to evaluate financial results and to plan and forecast future periods. The presentation of this additional information is not meant to be considered a substitute for the corresponding financial measures prepared in accordance with GAAP.

 

Risks Regarding Forward-Looking Statements

 

Certain statements made herein that use words such as “estimate,” “project,” “intend,” “expect,” “believe,” “may,” “might,” “potential,” “anticipate,” “plan,” or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, when the Company discusses its full-year 2026 revenue guidance, future growth, the launch and reception of RADCOM Neura and its integration into agentic AI ecosystems, expansion within its installed customer base, winning new customers, advancing RADCOM’s AI-native, event-driven assurance capabilities, and the trend of networks moving toward greater automation, it is using forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the actual results, performance, or achievements of the Company to be materially different from those that may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand for the Company’s products, inability to timely develop and introduce new technologies, products, and applications, risks related to the development, launch, and market acceptance of new AI-based products including RADCOM Neura, the pace of customer adoption of agentic AI architectures, the timing of customer collections and resulting fluctuations in operating cash flow, reliance on a concentrated customer base, loss of market share and pressure on prices resulting from competition, and the effects of the conflict in Israel. For additional information regarding these and other risks and uncertainties associated with the Company’s business, reference is made to the Company’s reports filed from time to time with the U.S. Securities and Exchange Commission. The Company does not undertake to revise or update any forward-looking statements for any reason.

 

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RADCOM LTD.

Consolidated Statements of Operations

Unaudited

(thousands of U.S. dollars, except share and per share data)

 

    Three months ended
March 31,
 
    2026     2025  
Revenues   $ 18,585     $ 16,591  
Cost of revenues     4,512       4,092  
Gross profit     14,073       12,499  
Research and development, gross     5,618       4,749  
Less - royalty-bearing participation     55       25  
Research and development, net     5,563       4,724  
Sales and marketing     4,835       4,864  
General and administrative     1,498       1,449  
Total operating expenses     11,896       11,037  
Operating income     2,177       1,462  
Financial income, net     1,215       1,120  
Income before taxes on income     3,392       2,582  
Taxes on income     (315 )     (142 )
                 
Net income   $ 3,077     $ 2,440  
                 
Basic and diluted net income per ordinary share   $ 0.18     $ 0.15  
Weighted average number of ordinary shares used in computing basic net income per ordinary share     16,679,249       16,013,218  
Weighted average number of ordinary shares used in computing diluted net income per ordinary share     17,072,222       16,660,105  

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RADCOM LTD.

Reconciliation of GAAP to Non-GAAP Financial Information

Unaudited

(thousands of U.S. dollars, except share and per share data)

 

    Three months ended
March 31,
 
    2026     2025  
GAAP gross profit   $ 14,073     $ 12,499  
Stock-based compensation     89       99  
Amortization of intangible assets     55       55  
Non-GAAP gross profit   $ 14,217     $ 12,653  
                 
GAAP research and development, net   $ 5,563     $ 4,724  
Stock-based compensation     483       459  
Non-GAAP research and development, net   $ 5,080     $ 4,265  
                 
GAAP sales and marketing   $ 4,835     $ 4,864  
Stock-based compensation     536       622  
Amortization of intangible assets     29       29  
Non-GAAP sales and marketing   $ 4,270     $ 4,213  
                 
GAAP general and administrative   $ 1,498     $ 1,449  
Stock-based compensation     363       420  
Non-GAAP general and administrative   $ 1,135     $ 1,029  
                 
GAAP total operating expenses   $ 11,896     $ 11,037  
Stock-based compensation     1,382       1,501  
Amortization of intangible assets     29       29  
Non-GAAP total operating expenses   $ 10,485     $ 9,507  
                 
GAAP operating income   $ 2,177     $ 1,462  
Stock-based compensation     1,471       1,600  
Amortization of intangible assets     84       84  
Non-GAAP operating income   $ 3,732     $ 3,146  

 

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RADCOM LTD.

Reconciliation of GAAP to Non-GAAP Financial Information

Unaudited

(thousands of U.S. dollars, except share and per share data)

 

GAAP income before taxes on income   $ 3,392     $ 2,582  
Stock-based compensation     1,471       1,600  
Amortization of intangible assets     84       84  
Financial expenses     86       6  
Non-GAAP income before taxes on income   $ 5,033     $ 4,272  
                 
GAAP net income   $ 3,077     $ 2,440  
Stock-based compensation     1,471       1,600  
Amortization of intangible assets     84       84  
Financial expenses     86       6  
Non-GAAP net income   $ 4,718     $ 4,130  
                 
GAAP net income per diluted share   $ 0.18     $ 0.15  
Stock-based compensation     0.10       0.09  
Amortization of intangible assets     (*)       0.01  
Financial expenses     (*)       (*)  
Non-GAAP net income per diluted share   $ 0.28     $ 0.25  
Weighted average number of shares used to compute diluted net income per share     17,072,222       16,660,105  

 

(*) Less than $ 0.01

 

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RADCOM LTD.

Consolidated Balance Sheets

(Unaudited)
(thousands of U.S. dollars)

 

    As of     As of  
    March 31,
2026
    December 31,
2025
 
Current Assets            
Cash and cash equivalents   $ 10,960     $ 30,486  
Short-term bank deposits     97,470       79,437  
Trade receivables, net     24,656       20,245  
Inventories     21       318  
Other accounts receivable and prepaid expenses     2,560       2,036  
                 
Total Current Assets     135,667       132,522  
                 
Non-Current Assets                
Severance pay fund     3,459       3,431  
Other long-term assets     2,504       2,866  
Property and equipment, net     1,280       988  
Operating lease right-of-use assets     2,648       2,898  
Goodwill and intangible assets, net     2,184       2,269  
                 
Total Non-Current Assets     12,075       12,452  
                 
Total Assets   $ 147,742     $ 144,974  
                 
Liabilities and Shareholders’ Equity                
                 
Current Liabilities                
Trade payables   $ 4,530     $ 2,632  
Deferred revenues and advances from customers     808       1,100  
Employee and payroll accruals     5,784       7,325  
Operating lease liabilities     1,110       1,099  
Other liabilities and accrued expenses     9,243       10,872  
                 
Total Current Liabilities     21,475       23,028  
                 
Non-Current Liabilities                
Accrued severance pay     4,752       4,790  
Operating lease liabilities     1,860       2,135  
Other liabilities and accrued expenses     1,027       916  
                 
Total Non-Current Liabilities     7,639       7,841  
                 
Total Liabilities   $ 29,114     $ 30,869  
                 
Shareholders’ Equity                
Share capital   $ 818     $ 809  
Additional paid-in capital     168,635       167,172  
Accumulated other comprehensive loss     (2,950 )     (2,923 )
Accumulated deficit     (47,875 )     (50,953 )
                 
Total Shareholders’ Equity     118,628       114,105  
Total Liabilities and Shareholders’ Equity   $ 147,742     $ 144,974  

 

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