Mobilicom Ltd 6-K, filed Oct 29, 2025
Mobilicom Ltd (MOB)
About this 6-K
Mobilicom Ltd filed this 6-K on October 29, 2025.
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 October 2025
MOBILICOM LIMITED
Commission File Number 001-41427
(Translation of registrant’s name into English)
1 Rakefet Street
Shoham, Israel 6083705
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
On October 29, 2025, Mobilicom Limited (the “Company”) entered into an amendment (the “Sales Agreement Amendment”) to the At-The-Market Sales Agreement (the “Original Sales Agreement” and, as amended by the Sales Agreement Amendment, the “Sales Agreement”), dated February 3, 2025, between the Company and ThinkEquity LLC, as sales agent (“ThinkEquity”), pursuant to which the Company may offer and sell, from time to time through ThinkEquity, ordinary shares of the Company, no par value (the “Ordinary Shares”), and American Depositary Shares, each representing two hundred seventy five Ordinary Shares (the “ADSs”, and together with Ordinary Shares, the “Securities”).
The offer and sale of the Securities will be made pursuant to a shelf registration statement on Form F-3 (the “Shelf F-3”) and the related prospectus (the “Prospectus”) (File No. 333-274929) filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 10, 2023, and declared effective by the SEC on October 23, 2023, as supplemented by a prospectus supplement dated October 29, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), under which the maximum aggregate offering price of the Securities that may be offered, issued and sold pursuant to the Sales Agreement under the Prospectus was increased to up to $37,000,000. As of the date hereof, the Company has sold an aggregate of 1,842,610 ADSs for net proceeds of approximately $9.7 million under the Original Sales Agreement pursuant to the Shelf F-3, as supplemented by the prospectus supplement dated February 3, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
Pursuant to the Sales Agreement, sales of Securities may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through The Nasdaq Capital Market, or any other existing trading market in the Unites States for the Securities, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. ThinkEquity will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the Securities up to the amount specified in the Sales Agreement from time to time, based upon instructions and notice from the Company, including any price or size limits or other customary parameters or conditions the Company may impose. Except as amended by the Sales Agreement Amendment, the Original Sales Agreement remains in full force and effect.
The foregoing descriptions of the Sales Agreement Amendment and the Original Sales Agreement are not complete and are qualified in their entirety by reference to (i) the full text of the Sales Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K and (ii) the full text of the Original Sales Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on February 3, 2025, each of which is incorporated herein by reference. A copy of the opinion of QR Lawyers Pty Ltd. relating to the offer and sale of the Securities is attached as Exhibit 5.1 hereto.
This Report on Form 6-K shall not constitute an offer to sell, or the solicitation of an offer to buy, the Securities discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This Report on Form 6-K (including the exhibits attached hereto) is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-284265 and 333-289762) and Form F-3 (File No. 333-274929), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit Index
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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.
| Date: October 29, 2025 | By: | /s/ Oren Elkayam |
| Name: | Oren Elkayam | |
| Title: | Chairman |
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Exhibit 5.1
| Our Ref: | 170563:PFG |
29 October 2025
| To: | The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 |
Dear Sir/Madam,
| RE: | AUSTRALIAN COUNSEL OPINION – PROPOSED INCREASED ADR AND ORDINARY SHARES OFFERING |
It is proposed that Mobilicom Limited (ACN 617 155 978) (the Company) will issue fully paid ordinary shares in the capital of the Company (Ordinary Shares), including Ordinary Shares which will be represented by American Depository Shares (ADSs), having an aggregate offering price of up to US$37.0M to be listed on the Nasdaq Capital Market which may be issued and sold by the Company pursuant to a Sales Agreement with ThinkEquity LLC dated 3 February 2025 as amended pursuant to an Amendment No. 1 to ATM Sales Agreement dated 29 October 2025 (which amended the Sales Agreement to (i) increase the maximum offering price from up to US$10M to up to US$37.0M, and (ii) permit the offer and sale of Ordinary Shares in addition to ADSs) (collectively the Amended Sales Agreement) by way of an “at the market offering” referred to in a Prospectus Supplement filed by the Company with the Securities Exchange Commission under the United States of America Securities Act of 1933 (Securities Act) dated 29 October 2025 (Prospectus Supplement).
The above is collectively referred to as the Offer.
The Bank of New York Mellon is to act as depositary, in connection with the Deposit Agreement dated 24 August 2022 (Deposit Agreement) among the Company, The Bank of New York Mellon, as depositary (Depositary), and all owners and holders from time to time of ADSs issued thereunder.
We have been provided with final drafts of, and this letter refers to:
| · | the Prospectus Supplement; |
| · | the Amended Sales Agreement; and |
| · | a resolution of the Board of Directors of the Company dated 21 October 2025 approving the execution and/or filing of the Documents and approving the issue of the securities forming the Offer. |
(the above together referred to as the Documents).
We have been asked to provide this opinion to the Depositary in connection with the Offer.
| Mobilicom Limited | - 2 - | 29 October 2025 |
We are acting as Australian counsel to the Company, an Australian public company, in connection with the Offer. Our engagement has involved a review of certain aspects of the Documents and reviewing and providing advice on those aspects of the Documents (in each case in respect of those aspects relating to matters pertaining to Australian law). Our opinions are given in the context of the role we have performed. For the avoidance of doubt, we express no opinion on any matters related to taxation (except as specifically stated below) or any non-legal matters (including but not limited to operational, financial, statistical or accounting data published or warranted by the Company whether contained in the Documents or otherwise provided by the Company) nor any non-Australian legal matters.
When an opinion set forth below is given to our knowledge or with reference to matters of which we are aware or which are known to us, or with another similar qualification, the relevant knowledge or awareness is limited to the actual awareness of the individual partners and lawyers in the firm who participate directly in the representation of the Company and limited by the scope of our engagement by the Company.
We have assumed that any resolutions of the Board of the Company provided to us for the purposes of this letter have not been and will not be varied or revoked after the date of this letter and that the meetings or circulating resolutions of the Board of the Company at which those resolutions were considered were properly convened, all Directors who voted were entitled to do so, the resolutions were properly passed, and the Directors have performed their duties properly and all provisions relating to the declaration of directors’ interests or the power of interested directors under the Corporations Act 2001 (Cth) (Act), being the Australian corporations law, were duly observed.
We have also assumed the genuineness of all signatures and the authenticity of all documents submitted to us (whether as originals or copies), including without limitation the accuracy of all registers and other records of the securities on issue in the Company as provided to us by the Company or an officer of the Company.
We have assumed the accuracy of any searches obtained from the Australian Securities and Investments Commission (or from elsewhere) in relation to the Company. We also rely as to matters of fact, on certificates or other written statements of officers of the Company which may be provided either to us or in connection with the Offer or the documents.
On, and subject to the terms set out in this letter, we are of the opinion that:
| (1) | The Ordinary Shares, including the Ordinary Shares underlying the ADSs, that are the subject of the Offer are or will be duly authorized, validly issued (subject to post-issue regulatory filings required by the Act) fully paid and nonassessable1, are not and will not be subject to any restrictions on resale or transfer in Australia and are not and will not be issued in violation of any pre-emptive or similar rights of the holders of any securities of the Company. |
| (2) | The issue and deposit of the Ordinary Shares, including the Ordinary Shares underlying the ADSs, will not violate the Company's constitution or any laws or regulations in the Commonwealth of Australia and do not require any filings with or consents or approvals of any governmental or regulatory authority in the Commonwealth of Australia that have not been made or obtained or are not in full force and effect. |
| (3) | The issue and deposit of the Ordinary Shares, including the Ordinary Shares underlying the ADSs, that are the subject of the Offer does not presently attract any stamp or similar transactional tax or governmental charge in the Commonwealth of Australia that is or may become payable by the Depositary or its Australian custodian. |
| 1 | For the purpose of this opinion, the term “nonassessable”, when used to describe the liability of a person as the registered holder of shares has no clear meaning under the laws of the Commonwealth of Australia, so we have assumed those words to mean that holders of Ordinary Shares, having fully paid all amounts due on such Ordinary Shares, are under no personal liability to contribute to the assets and liabilities of the Company in their capacities purely as holders of such Ordinary Shares. |
| Mobilicom Limited | - 3 - | 29 October 2025 |
This opinion, which shall be governed by and construed in accordance with the laws of the Commonwealth of Australia and Victoria, Australia, is given only with respect to those laws that are in effect as at the date of this opinion. We have not investigated the laws of any jurisdiction other than Australia.
We express no opinion as to tax law or international law. We have assumed that any applicable law (other than Australian law) does not affect this opinion.
This opinion speaks solely as of its date and we undertake no obligation to advise you of any changes (including but not limited to any subsequently enacted, published or reported laws, regulations or individual decisions) that may occur or come to our attention after the date hereof.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Prospectus Supplement and to the references to our firm therein and in the base prospectus under the caption “Legal Matters.” In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is addressed to and may be relied upon only by you in connection with the Offer and is not to be relied upon for any other purpose or by anyone else without our prior written consent.
| Yours faithfully | |
| /s/ QR Lawyers Pty Ltd | |
| PATRICK GOWANS |
Exhibit 10.1
AMENDMENT NO. 1 TO ATM SALES AGREEMENT
This AMENDMENT NO. 1 TO ATM SALES AGREEMENT (this “Amendment”) dated as of October 29, 2025 by and Mobilicom Limited, an Australian corporation (the “Company”) and ThinkEquity LLC (the “Agent”). Each of the Company and the Agent shall be referred to collectively as the “Parties” and individually as a “Party.”
W I T N E S S E T H:
WHEREAS, the Company and the Agent entered into an ATM Sales Agreement dated as of February 3, 2025 (the “Sales Agreement”) pursuant to which the Company engaged the Agent to sell the Company’s ADSs, from time to time; and
WHEREAS, the Parties desire to amend certain provisions of the Sales Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees with the other as follows:
1. Capitalized Terms. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Sales Agreement.
2. Amendment to Sales Agreement.
a. The Sales Agreement shall be amended as follows:
| (i) | The definition of “Placement Shares” is hereby amended and restated in its entirety to mean Ordinary Shares and ADS(s). |
| (ii) | The following text is hereby deleted from the header of the Sales Agreement: (i) “Up to $10,000,000” and (ii) “American Depositary Shares, each representing 275 Ordinary Shares.” |
b. For the avoidance of doubt, upon the effectiveness of this Amendment, the amount of Placement Shares that may be sold pursuant to the Sales Agreement shall be equal to the Maximum Amount (as defined in Section 1 of the Sales Agreement).
3. Full Force and Effect. Except as herein amended, the Sales Agreement shall remain in full force and effect. Upon the effectiveness of this Amendment, each reference in the Sales Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Sales Agreement, as amended by this Amendment. In the event of an inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail.
4. Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by facsimile transmission.
6. Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
7. Waiver. Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Amendment or any of the documents referred to in this Amendment will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.
8. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment.
9. Governing Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws. Any disputes arising from this Amendment shall be resolved pursuant to Sections 17 and 18 of the Sales Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Sales Agreement to be duly executed as of the day and year first above written.
| Mobilicom Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| THINKEQUITY LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
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