6-K
Alarum Technologies Ltd. (ALAR)
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 2021 (Report No. 3)
Commission file number: 001-38610
SAFE-T GROUP LTD.
(Translation of registrant’s name into English)
8 Abba Eban Ave.
Herzliya, 4672526 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
Attached hereto and incorporated by reference herein is the Registrant’s press release issued on August 26, 2021, announcing its financial results for the three- and six-month periods ended June 30, 2021.
The first paragraph, the sections titled “Second Quarter and Recent Business Developments”, “Financial Results for the Three and Six Months Ended June 30, 2021”, “Balance Sheet Highlights”, “Use of Non-IFRS Financial Results”, “Forward-Looking Statements” and the IFRS financial statements in the press release attached as Exhibit 99.1 are incorporated by reference into the registration statements on Form S-8 (File Nos. 333-233510, 333-239249, 333-250138 and 333-258744) and Form F-3 (File Nos. 333-233724, 333-235368, 333-236030, 333-233976, 333-237629 and 333-253983) 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished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 | Press release issued by Safe-T Group Ltd. on August 26, 2021, titled “Safe-T Group Reports Record Second Quarter 2021 Financial Results.” |
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.
| Safe-T Group Ltd.<br><br> <br>(Registrant) | |
|---|---|
| By | /s/ Hagit Gal |
| --- | --- |
| Name: | Hagit Gal |
| Title: | Corporate Legal Counsel |
Date: August 26, 2021
2
Exhibit 99.1
Safe-T Group Reports Record Second Quarter 2021Financial Results
Revenue Increases 66% Versus Q2 2020
HERZLIYA, Israel, August 26, 2021 - Safe-T® Group Ltd. **** (Nasdaq, TASE: SFET), a global provider of cyber-security and privacy solutions to consumers and enterprises, today announced record financial results for the three and six-month periods ended June 30, 2021.
| ● | Revenues<br> for the three-month period ended June 30, 2021, reached a record high, and totaled $1,784,000,<br> an increase of 66% compared to $1,077,000 in the three-month period ended June 30, 2020. |
|---|---|
| ● | Revenues for the six-month period ended June<br>30, 2021, amounted to $3,131,000 (first six months of 2020: $2,165,000). |
| --- | --- |
| ● | The Company’s cash and cash equivalents<br>and short-term investments balances at the end of the quarter were $19,304,000. |
| --- | --- |
Shachar Daniel, Chief Executive Officer of Safe-T Group, said, “The second quarter of 2021 was underlined by significant revenue expansion, culminating in record-breaking year-over-year revenue growth. These accomplishments are the result of our continued investments in making Safe-T Group a world-class cybersecurity and privacy provider. From the increased demand for our privacy platform to growing partnerships for our ZoneZero® solution, it has been a very productive quarter highlighted by the recently announced acquisition of CyberKick. The successful integration of CyberKick during the 3^rd^ quarter, which joins our previous acquisitions, further validates our strategy to acquire innovative technologies and enroll talented entrepreneurs. Based on the great preliminary results we achieved during the first half of the 3rd quarter of 2021 - I believe that we will continue to achieve exponential growth in the coming future”.
“We acquired our privacy platform, NetNut, back in 2019, which generated then, pre-acquisition, around $0.5 million of revenues per quarter. By the end of this year, we believe that this platform will generate between $1.5 million to $2.0 million of revenues per quarter. For us it is significant evidence that we are choosing the right companies and improve them.”
Second Quarter and Recent BusinessDevelopments:
| ● | We completed the acquisition of CyberKick Ltd.,<br>a consumer-focused cybersecurity company that generated revenue on unaudited basis of approximately $4.2 million in 2020. |
|---|---|
| ● | Our ZoneZero® solution was added to the National<br>Aeronautics and Space Administration (NASA) Solution for Enterprise-Wide Procurement contract vehicle (SEWP-V) and received its product<br>registration approval from the U.S. General Services Administration (GSA), increasing the addressable market with sales to federal government<br>agencies and approved contractors. |
| --- | --- |
| ● | We won the coveted “Hot Company in Access<br>Control” and “Best Product in Micro-segmentation” awards at the 9^th^ Annual Global InfoSec Awards during the<br>RSA 2021 Conference. |
| --- | --- |
| ● | We partnered with ELCA Informatique SA, the largest<br>independent IT and cybersecurity consulting firm in Switzerland, opening the resale of the ZoneZero® products and solutions across<br>Switzerland. |
| --- | --- |
| ● | During the quarter, our ZoneZero® solutions<br>were recognized by several leading security and technology analysts including: Gartner’s “Emerging Technologies: Adoption<br>Growth Insights for Zero Trust Network Access” report; highlighted in Forrester’s New Tech: Zero Trust Network Access, Q2<br>2021 Forrester’s Landscape Overview of 34 Providers report, and named as a 2021 emerging leader in the Zero Trust Network Security<br>market by Quadrant Knowledge Solutions. |
| --- | --- |
| ● | We announced our collaboration with Thales on<br>Zero Trust Access Solutions to address work-from-home (WFH) secure access vulnerabilities. |
| --- | --- |
| ● | We participated at GISEC 2021 in Dubai as a sponsor<br>and exhibitor, showcasing ZoneZero® at the Arab world’s largest cybersecurity event. |
| --- | --- |
“Looking ahead, we expect to continue our strong growth as we invest in our innovative cybersecurity and privacy platform products, targeted at the large enterprise and consumer market segments, as well as to continue our pursuit of potentially lucrative acquisitions that can deliver valuable technology and partnerships and further advance our team with accomplished cybersecurity entrepreneurs. We will continue to invest our cash in a disciplined and efficient manner to ensure we can meet the high demand we are seeing from top tier customers and partners around the globe, which has led the Company to an attractive eight-fold increase in annual revenue run-rate since the second quarter of 2019.”
Mr. Daniel concluded: “Our record second quarter performance demonstrates the positive impact of our investment and growth strategy over the last two years and is now producing strong growth in the third quarter. We remain confident that our strategy, combined with the hypergrowth of the global billion-dollar privacy and security markets, will sustain our further expansion and provide long term value to our shareholders.”
Additional details on the Company’s financials, products and strategy can be found in the Company’s updated presentation.
Financial Results for the Three and SixMonths Ended June 30, 2021:
| ● | Total revenues in Q2.2021 amounted to $1,784,000<br>(Q2.2020: $1,077,000) and $3,131,000 for H1.2021 (H1.2020: $2,165,000). The growth is attributed to the increase in enterprises privacy<br>business revenues generated by our privacy platforms, partially offset by a decrease in the revenues of the SDE product. |
|---|---|
| ● | Cost of revenues in Q2.2021 totaled $979,000<br>(Q2.2020: $570,000), and for H1.2021 totaled $1,883,000 (H1.2020: $1,121,000). The increase is mainly a result of growth in revenue from<br>enterprises privacy business, which involves higher internet services providers costs, and also due to additional staffing on the part<br>of the enterprises privacy and security solutions, resulting in higher salary-related costs. |
| --- | --- |
| ● | Research and development expenses in Q2.2021<br>totaled $781,000 (Q2.2020: $399,000), and $1,483,000 in H1.2021 (H1.2020: $793,000). The increase is mainly attributed to higher enterprises<br>privacy business development costs due to an extension of the enterprise privacy solutions activity, subcontractors’ costs related<br>to the Zero Trust solutions and share-based compensation. |
| --- | --- |
| ● | Sales and marketing expenses in Q2.2021 totaled<br>$1,308,000 (Q2.2020: $919,000) and $2,430,000 in H1.2021 (H1.2020: $1,781,000). The increase is primarily attributed to higher professional<br>services expenses related to the marketing and sales of the Zero Trust solutions, as well as an increase in share-based compensation. |
| --- | --- |
| · | General and administrative (G&A)<br>expenses in Q2.2021 totaled $1,487,000 (Q2.2020: $918,000) and $2,587,000 for H1.2021 (H1.2020: $1,495,000). The increase is mainly due<br>to higher professional fees, predominantly legal in connection with intellectual property protection and others, as well as share-based<br>compensation, slightly offset by reduced salary costs attributable to G&A. |
| --- | --- |
| ● | IFRS net loss in Q2.2021 totaled $2,370,000,<br>or $0.00 basic loss per ordinary share (Q2.2020: net loss of $2,227,000, or $0.01 basic loss per ordinary share). |
| --- | --- |
| ● | IFRS net loss for H1.2021 totaled $4,883,000,<br>or $0.00 basic loss per ordinary share (H1.2020: loss of $1,544,000, or $0.01 basic loss per ordinary share). The main increase in the<br>IFRS net loss other than the items discussed above, is due to $2.3 million of financial income in the first half of 2020 as a result of<br>revaluations of the finance liabilities that reduced the IFRS net loss accordingly. |
| --- | --- |
| ● | Non-IFRS net loss in Q2.2021<br>totaled $2,114,000, or $0.00 basic loss per ordinary share (Q2.2020: loss of $1,321,000, or $0.00 basic loss per ordinary share). |
| --- | --- |
| ● | Non-IFRS net loss for H1.2021 was $4,066,000,<br>or $0.00 basic loss per ordinary share (H1.2020: loss of $2,309,000, or $0.01 basic loss per ordinary share). The increase in the non-IFRS<br>net loss is a result of the items discussed above. |
| --- | --- |
2
The following table presents the reconciled effect of the non-cash expenses/income and certain expenses further described below on the Company’s net loss (profit) for the six- and three-month periods ended June 30, 2021 and 2020, and for the year ended December 31, 2020:
| For the Six-Month <br> Period Ended<br> June 30, | For the Three-Month<br> Period Ended<br> June 30, | For the year Ended<br> December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (thousands of U.S. dollars) | 2021 | 2020 | 2021 | 2020 | 2020 | |||||||||
| Net loss for the period | 4,883 | 1,544 | 2,370 | 2,227 | 7,845 | |||||||||
| Issuance and acquisition costs | - | 156 | - | 156 | 156 | |||||||||
| Amortization and impairment of intangible assets and goodwill | 541 | 1,307 | 272 | 253 | 3,781 | |||||||||
| Share-based compensation | 565 | 41 | 236 | 12 | 742 | |||||||||
| Finance liabilities at fair value | (289 | ) | (2,269 | ) | (252 | ) | 485 | (2,987 | ) | |||||
| Total adjustment | 817 | (765 | ) | 256 | 906 | 1,692 | ||||||||
| Non-IFRS net loss | 4,066 | 2,309 | 2,114 | 1,321 | 6,153 |
Balance Sheet Highlights:
| ● | As of June 30, 2021, shareholders’ equity<br>totaled $24,833,000, or approximately $0.96 per outstanding ADS as of June 30, 2021, compared to shareholders’ equity of $16,216,000<br>on December 31, 2020. The increase is due mainly to the February 2021 registered direct offering and warrants exercises, partially offset<br>by the Company’s operating loss during the first six months of 2021. |
|---|---|
| ● | As of June 30, 2021, the Company’s cash<br>and cash equivalents balance and short-term investments balance aggregated $19,304,000, compared to $11,017,000 on December 31, 2020. |
| --- | --- |
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 net loss for the periods presented that exclude the effect of share-based compensation expenses, amortization of intangible assets, non-cash issuance and acquisition expenses and the revaluation of finance liabilities at fair value. The Company’s management believes the non-IFRS financial information provided in this 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.
Second Quarter 2021 Financial Results ConferenceCall
Mr. Shachar Daniel, Chief Executive Officer, and Mr. Shai Avnit, Chief Financial Officer, will host a conference call on August 26, 2021, at 08:30 a.m. ET, to discuss the financial results, followed by a Q&A session.
To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your call five minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number:
| Date: | Thursday, August 26, 2021 |
|---|---|
| Time: | 8:30 a.m. Eastern time, 5:30 a.m. Pacific time |
| Toll-free dial-in number: | 1-877-407-0789 |
| Israel Toll Free: | 1-809-406-247 |
| International dial-in number: | 1-201-689-8562 |
| Conference ID: | 13722365 |
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Participants will be required to state their name and company upon entering the call. If you have any difficulty connecting with the conference call, please contact MZ Group at 1-949-491-8235.
The conference call will be broadcast live and available for replay at http://public.viavid.com/index.php?id=146256 and via the investor relations section of the Company's website at www.safe-t.com.
A replay of the conference call will be available after 11:30 a.m. Eastern time through September 26, 2021.
| Toll-free replay number: | 1-844-512-2921 |
|---|---|
| International replay number: | 1-412-317-6671 |
| Replay ID: | 13722365 |
About Safe-T® Group Ltd.
Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a global provider of cyber-security and privacy solutions to consumers and enterprises. The Company operates in three distinct segments, tailoring solutions according to specific needs. The segments include, enterprise cyber-security solutions, enterprise privacy solutions, and consumer cyber-security and privacy solutions.
Our cyber-security and privacy solutions for consumers provide a wide security blanket against ransomware, viruses, phishing, and other online threats as well as a powerful, secured and encrypted connection, masking their online activity and keeping them safe from hackers. The solutions are designed for both advanced and basic users, ensuring full protection for all personal and digital information.
ZoneZero® cyber-security solutions for enterprises, designed for cloud, on-premises and hybrid networks, mitigates attacks on enterprises’ business-critical services and sensitive data, while ensuring uninterrupted business continuity. Organizational access use cases, from outside the organization or within, are secured according to the “validate first, access later” philosophy of Safe-T’s zero trust.
Our privacy solutions for enterprises are based on our advanced and secured proxy network, the world’s fastest, enabling our customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. Our network is the only one of its kind that is comprised of millions of residential exit points and hundreds of servers located at our ISP partners around the world. The infrastructure is optimally designed to guarantee the privacy, quality, stability, and the speed of the service.
Safe-T’s solutions on AWS Marketplace are available here
For more information about Safe-T, visit www.safe-t.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. 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, Safe-T is using forward-looking statements in this press release when it discusses its outlook for the future, the expected demand for Safe-T’s products, the expected benefits of its investments, the future revenues of the NetNut platform, expected future growth, further expansion and long term value to shareholders, and the potential for additional acquisitions. Because such statements deal with future events and are based on Safe-T’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Safe-T 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 Safe-T’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 22, 2021, and in any subsequent filings with the SEC. Except as otherwise required by law, Safe-T 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. Safe-T is not responsible for the contents of third-party websites.
INVESTOR RELATIONS CONTACTS:
Steve Gersten, Director of Investor Relations
Safe-T Group Ltd.
813-334-9745
investors@safe-t.com
Michal Efraty
Investor Relations, Israel
+972-(0)52-3044404
michal@efraty.com
4
Consolidated Statements of Financial Position
(In thousands of USD)
| June 30, | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2020 | |||||||
| (Unaudited) | (Audited) | ||||||||
| Assets | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | 13,122 | 9,771 | 11,017 | ||||||
| Short-term investments | 6,182 | - | - | ||||||
| Trade receivables | 615 | 547 | 645 | ||||||
| Other receivables | 544 | 380 | 897 | ||||||
| Total current assets | 20,463 | 10,698 | 12,559 | ||||||
| Non-current assets: | |||||||||
| Long-term restricted deposits | 89 | 82 | 89 | ||||||
| Long-term deposit | 57 | 47 | 50 | ||||||
| Property and equipment, net | 124 | 195 | 144 | ||||||
| Right of use assets | 605 | 393 | 543 | ||||||
| Goodwill | 5,387 | 6,077 | 5,387 | ||||||
| Intangible assets, net | 3,845 | 4,100 | 4,201 | ||||||
| Total non-current assets | 10,107 | 10,894 | 10,414 | ||||||
| Total assets | 30,570 | 21,592 | 22,973 | ||||||
| Liabilities and equity | |||||||||
| Current liabilities: | |||||||||
| Trade payables | 280 | 102 | 274 | ||||||
| Other payables | 1,668 | 1,130 | 1,358 | ||||||
| Short-term contract liabilities | 367 | 439 | 441 | ||||||
| Short-term contingent consideration | 250 | 1,000 | 915 | ||||||
| Derivative financial instruments | 1,553 | 1,978 | 1,448 | ||||||
| Short-term lease liabilities | 403 | 175 | 298 | ||||||
| Total current liabilities | 4,521 | 4,824 | 4,734 | ||||||
| Non-current liabilities: | |||||||||
| Long-term contract liabilities | 38 | 33 | 41 | ||||||
| Long-term lease liabilities | 347 | 264 | 365 | ||||||
| Deferred tax liabilities | 673 | 918 | 793 | ||||||
| Contingent consideration | - | - | 684 | ||||||
| Liability in respect of the Israeli Innovation Authority | 158 | 122 | 140 | ||||||
| Total non-current liabilities | 1,216 | 1,337 | 2,023 | ||||||
| Total liabilities | 5,737 | 6,161 | 6,757 | ||||||
| Equity: | |||||||||
| Ordinary shares | - | - | |||||||
| Share premium | 85,159 | 64,821 | 71,492 | ||||||
| Other equity reserves | 15,088 | 14,841 | 15,256 | ||||||
| Accumulated deficit | (75,414 | ) | (64,231 | ) | (70,532 | ) | |||
| Total equity | 24,833 | 15,431 | 16,216 | ||||||
| Total liabilities and equity | 30,570 | 21,592 | 22,973 |
5
Consolidated Statements of Profit or Loss
(In thousands of USD, except per share amounts)
| For the Six Months<br> Ended<br> June 30, | For the Three Months<br> Ended<br> June 30, | For the Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | |||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |||||||||||
| Revenues | 3,131 | 2,165 | 1,784 | 1,077 | 4,886 | ||||||||||
| Cost of revenues | 1,883 | 1,121 | 979 | 570 | 2,499 | ||||||||||
| Gross profit | 1,248 | 1,044 | 805 | 507 | 2,387 | ||||||||||
| Research and development expenses | 1,483 | 793 | 781 | 399 | 2,202 | ||||||||||
| Sales and marketing expenses | 2,430 | 1,781 | 1,308 | 919 | 4,215 | ||||||||||
| General and administrative expenses | 2,588 | 1,495 | 1,488 | 918 | 4,197 | ||||||||||
| Impairment of goodwill | - | 800 | - | - | 2,759 | ||||||||||
| Contingent consideration measurement | (434 | ) | 430 | (434 | ) | - | 345 | ||||||||
| Operating expenses | (6,067 | ) | (5,299 | ) | (3,143 | ) | (2,236 | ) | (13,718 | ) | |||||
| Operating loss | (4,819 | ) | (4,255 | ) | (2,338 | ) | (1,729 | ) | (11,331 | ) | |||||
| Finance income (expenses), net | (140 | ) | 2,589 | (70 | ) | (559 | ) | 3,240 | |||||||
| Tax benefit, net | 76 | 122 | 38 | 61 | 246 | ||||||||||
| Net income (loss) | (4,883 | ) | (1,544 | ) | (2,370 | ) | (2,227 | ) | (7,845 | ) | |||||
| Basic loss per share | (0.00 | ) | (0.01 | ) | (0.00 | ) | (0.01 | ) | (0.02 | ) | |||||
| Diluted loss per share | (0.00 | ) | (0.02 | ) | (0.00 | ) | (0.01 | ) | (0.02 | ) |
6