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SuperCom Ltd. 6-K Report: New Warrant Agreement & Share Issuance Details

$SPCB
Form 6-K
Filed on: 2025-02-19
Source
SuperCom Ltd. 6-K Report: New Warrant Agreement & Share Issuance Details

Here are the key insights and information extracted from the provided financial report section:

  1. Company Identification:
  • Name: SuperCom Ltd.
  • Principal Executive Office Address: 3, Rothschild Street, Tel Aviv, Israel, 6688106.
  • Commission File Number: 001-33668.
  1. Report Type:
  • Form: 6-K (Report of Foreign Private Issuer).
  • Reporting Period: For the month of February 2025.
  1. Warrants Issued:
  • On November 15, 2023, April 17, 2024, and April 18, 2024, SuperCom Ltd. issued three warrants (referred to as the "Original Warrants") allowing purchase of up to 931,099 ordinary shares.
  • The warrants were issued to a specific accredited institutional investor.
  1. Recent Agreement:
  • On February 19, 2025, SuperCom entered into a letter agreement with the investor.
  • If the investor exercises all Original Warrants for cash within a specified period (the "Modified Exercise Price Term"), generating gross proceeds of approximately $8.2 million, the company will issue a New Warrant.
  • The New Warrant will allow the investor to purchase 75% of the number of Ordinary Shares issued through the exercise of the Original Warrants during the specified term.
  1. Details of the New Warrant:
  • Exercise Price: $13.50 per ordinary share.
  • Exercisability: Commences 60 days after issuance.
  • Expiration: May 1, 2029, which aligns with the expiration of the Original Warrants.
  1. Registration and Regulatory Compliance:
  • The Ordinary Shares underlying the Original Warrants have been registered for resale under a post-effective amendment filed with the SEC.
  • The New Warrant and shares from its exercise are not registered under the Securities Act but are being offered under exemptions (Section 4(a)(2) and Rule 506(b)).
  • The company agrees to file a registration statement for the resale of the shares underlying the New Warrant within 90 days and to achieve effectiveness within 120 days.
  • The company has restrictions on issuing additional shares or filing new registration statements for 30 days following the agreement, except under certain conditions.
  1. Exhibits:
  • The report includes copies of the Letter Agreement and the Form of New Warrant as exhibits (4.1 and 4.2).
  1. Signatory:
  • The report is signed by Ordan Trabelsi, Chief Executive Officer of SuperCom Ltd., dated February 19, 2025.

This summary encapsulates the essential elements of the report, focusing on the issuance and terms of the warrants, the financial implications for the company, and the compliance obligations with the SEC.