6-K

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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 May 2021

Commission file number: 0-30324

RADWARE LTD.

(Name of registrant)

22 Raoul Wallenberg Street, Tel Aviv 6971917, Israel

(Address of principal executive office)

_____________________

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 Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

____________________

CONTENTS

This report on Form 6-K of Radware Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:

1.	Radware Reports 11% Revenue Growth for the First Quarter 2021, dated<br> May 5, 2021

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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.

	RADWARE LTD.
Date: May 5, 2021	By:	/s/ Doron Abramovitch
		Doron Abramovitch
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Radware Reports 11% Revenue Growth for the First Quarter 2021

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Exhibit 99.1

Radware Reports 11% Revenue Growth for The First Quarter 2021

First Quarter 2021 Results and Financial Highlights

●	Total revenues of $67 million, up 11% year over year, exceeding high end of the guidance
●	Americas revenues grew 15% year over year and accounts for 50% of total revenues
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●	Record ARR of $176 million, up 10% year over year
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●	Non-GAAP operating income increased 55% year over year to $7.5 million
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●	Non-GAAP EPS of $0.17, exceeding high end of the guidance; GAAP EPS of $0.08
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●	Cash flow from operations of $59 million in the last twelve months
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Tel Aviv, Israel, May 5, 2021 - Radware® (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions, today announced its consolidated financial results for the quarter ended March 31, 2021.

“We are pleased to start the year with a strong quarter, highlighted by double-digit growth in total revenue and earnings per share. We continue to execute on our growth pillars, focusing on our security and cloud offerings,” said Roy Zisapel, President and CEO, Radware.

Mr. Zisapel continued, “We are facing a new reality with an increased level of infrastructure and application attacks. As a result, organizations are seeking innovative and sophisticated solutions to protect their assets and applications. The business climate is very positive and given the breadth of our product offering, we are well positioned to capture the opportunities ahead of us.”

Financial Highlights for the First Quarter of 2021

Revenues for the first quarter of 2021 totaled $66.8 million:

●	Revenues in the Americas region were $33.7 million for the first quarter of 2021, up 15% from $29.2 million in the first quarter of 2020.
●	Revenues in the Europe, Middle East and Africa (“EMEA”) region were $21.1 million for the first quarter of 2021, up 16% from $18.2 million in the first quarter of 2020.
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●	Revenues in the Asia-Pacific (“APAC”) region were $12.0 million for the first quarter of 2021, down 5% from $12.6 million in the first quarter of 2020.
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GAAP net income for the first quarter of 2021 was $3.9 million, or $0.08 per diluted share, compared to GAAP net income of $2.6 million, or $0.05 per diluted share, for the first quarter of 2020.

Non-GAAP net income for the first quarter of 2021 was $8.0 million, or $0.17 per diluted share, compared to non-GAAP net income of $6.6 million, or $0.14 per diluted share, for the first quarter of 2020.

Non-GAAP results are calculated excluding, as applicable, the impact of stock-based compensation expenses, amortization of intangible assets, litigation costs, exchange rate differences, net on balance sheet items included in finance income, other loss adjustment and tax related adjustments. A reconciliation of each of the Company’s non-GAAP measures to the comparable GAAP measure is included at the end of this press release.

As of March 31, 2021, the Company had cash, cash equivalents, short-term and long-term bank deposits and marketable securities of $435.3 million, up from $427.3 million as of March 31, 2020. Net cash provided by operating activities in the first quarter of 2021 totaled $16.2 million. Net cash spent on share repurchases in the first quarter of 2021 totaled $30.2 million.

Conference Call

Radware management will host a call today, May 5, 2021 at 8:30 a.m. ET to discuss its first quarter 2021 results and the Company’s outlook. To participate in the call, please use the following numbers:

Participants in the US call: Toll Free 833-968-2213

Participants Internationally call:  1 778-560-2898

Conference ID: 5036077

A replay will be available for 2 days, starting 2 hours after the end of the call, on telephone number +1-416-621-4642 or (US toll-free) 800-585-8367.

The call will be webcast live on the Company’s website at: http://www.radware.com/IR/. The webcast will remain available for replay during the next 12 months.

Use of Non-GAAP Financial Information and Key Performance Indicators

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of gross profit, research and development expense, selling and marketing expense, general and administrative expense, total operating expenses, operating income, financial income, income before taxes on income, taxes on income, net income and earnings per share, which are adjustments from results based on GAAP to exclude stock-based compensation expenses, amortization of intangible assets, litigation costs, exchange rate differences, net on balance sheet items included in finance income, other loss adjustment and tax related adjustments. Management believes that exclusion of these charges allows for meaningful comparisons of operating results across past, present and future periods. Radware’s management believes the non-GAAP financial measures provided in this release are useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP financial measures in evaluating and operating the business and, as such, has determined that it is important to provide this information to investors.

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Annual recurring revenues ("ARR") is a key performance indicator defined as the annualized value of booked orders for term-based cloud services, subscription licenses and maintenance contracts that are in effect at the end of a reporting period.  ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items.  ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates and does not include revenue reported as perpetual license or professional services revenue in our consolidated statement of operations.  We consider ARR a key performance indicator of the value of the recurring components of our business.

Safe Harbor Statement

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions and volatility of the market for our products; natural disasters and public health crises, such as the COVID-19 pandemic; our ability to expand our operations effectively; timely availability and customer acceptance of our new and existing solutions; risks and uncertainties relating to acquisitions or other investments; the impact of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; intense competition in the market for cyber security and application delivery solutions and in our industry in general and changes in the competitive landscape; changes in government regulation; outages, interruptions or delays in hosting services or our internal network system; compliance with open source and third-party licenses; the risk that our intangible assets or goodwill may become impaired; our dependence on independent distributors to sell our products; long sales cycles for our solutions; changes in foreign currency exchange rates; real or perceived shortcomings, defects or vulnerabilities in our solutions or if we or our end-users experience security breaches; the availability of components and manufacturing capacity; our reliance on a single managed security service provider to provide us with scrubbing center services; the ability of vendors to provide our hardware platforms and components for our main accessories; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; changes in tax laws; our ability to realize our investment objectives for our cash and liquid investments; our ability to attract, train and retain highly qualified personnel; and other factors and risks over which we may have little or no control. This 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 Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC) and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

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About Radware

Radware® (NASDAQ: RDWR), is a global leader of cyber security and application delivery solutions for physical, cloud, and software defined data centers. Its award-winning solutions portfolio secures the digital experience by providing infrastructure, application, and corporate IT protection and availability services to enterprises globally. Radware’s solutions empower enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com.

©2021 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents and pending patent applications of Radware in the U.S. and other countries. For more details please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

CONTACTS

Investor Relations:

Yisca Erez, +972-72-3917211, [email protected]

Media Contacts:

Joel Arabia, +1 201-4945988, [email protected]

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Radware Ltd.
Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)
	March 31,			December 31,
---	---	---	---	---	---	---
	2021			2020
	(Unaudited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents		38,979			54,771
Available-for-sale marketable securities		70,215			64,684
Short-term bank deposits		205,554			191,038
Trade receivables, net		9,908			16,848
Other receivables and prepaid expenses		10,190			6,526
Inventories		13,411			13,935
		348,257			347,802
Long-term investments
Available-for-sale marketable securities		62,690			66,836
Long-term bank deposits		57,829			71,421
Severance pay funds		2,312			2,453
		122,831			140,710
Property and equipment, net		22,124			22,976
Intangible assets, net		12,125			12,588
Other long-term assets		31,139			30,222
Operating lease right-of-use assets		26,892			27,823
Goodwill		41,144			41,144
Total assets		604,512			623,265
Liabilities and shareholders' equity
Current Liabilities
Trade payables		4,126			3,882
Deferred revenues		99,595			92,127
Operating lease liabilities		5,165			5,224
Other payables and accrued expenses		36,520			42,514
		145,406			143,747
Long-term liabilities
Deferred revenues		56,251			54,797
Operating lease liabilities		23,197			24,851
Other long-term liabilities		11,494			11,409
		90,942			91,057
Shareholders' equity
Share capital		723			721
Additional paid-in capital		449,542			443,018
Accumulated other comprehensive income, net of tax		978			1,517
Treasury stock, at cost		(220,741	)		(190,552	)
Retained earnings		137,662			133,757
Total shareholders' equity		368,164			388,461
Total liabilities and shareholders' equity		604,512			623,265

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Radware Ltd.
Condensed Consolidated Statements of Income
(U.S Dollars in thousands, except share and per share data)
	For the three months ended
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	March 31,
	2021		2020
	(Unaudited)		(Unaudited)
Revenues		66,769		60,012
Cost of revenues		12,266		10,689
Gross profit		54,503		49,323
Operating expenses, net:
Research and development, net		17,735		15,832
Selling and marketing		28,991		28,202
General and administrative		5,196		4,712
Total operating expenses, net		51,922		48,746
Operating income		2,581		577
Financial income, net		2,670		2,724
Income before taxes on income		5,251		3,301
Taxes on income		1,346		727
Net income		3,905		2,574
Basic net earnings per share		0.08		0.05
Weighted average number of shares used to compute basic net earnings per share		46,225,882		46,921,344
Diluted net earnings per share		0.08		0.05
Weighted average number of shares used to compute diluted net earnings per share		47,607,518		48,225,688

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Radware Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S Dollars in thousands, except share and per share data)
	For the three months ended
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	March 31,
	2021			2020
	(Unaudited)			(Unaudited)
GAAP gross profit		54,503			49,323
Stock-based compensation		47			38
Amortization of intangible assets		464			498
Non-GAAP gross profit		55,014			49,859
GAAP research and development, net		17,735			15,832
Stock-based compensation		1,339			809
Non-GAAP Research and development, net		16,396			15,023
GAAP selling and marketing		28,991			28,202
Stock-based compensation		2,052			1,886
Non-GAAP selling and marketing		26,939			26,316
GAAP general and administrative		5,196			4,712
Stock-based compensation		936			903
Litigation costs		63			119
Non-GAAP general and administrative		4,197			3,690
GAAP total operating expenses, net		51,922			48,746
Stock-based compensation		4,327			3,598
Litigation costs		63			119
Non-GAAP total operating expenses, net		47,532			45,029
GAAP operating income		2,581			577
Stock-based compensation		4,374			3,636
Amortization of intangible assets		464			498
Litigation costs		63			119
Non-GAAP operating income		7,482			4,830
GAAP financial income, net		2,670			2,724
Other loss adjustment		-			247
Exchange rate differences, net on balance sheet items included in financial income, net		(724	)		(307	)
Non-GAAP financial income, net		1,946			2,664
GAAP income before taxes on income		5,251			3,301
Stock-based compensation		4,374			3,636
Amortization of intangible assets		464			498
Litigation costs		63			119
Other loss adjustment		-			247
Exchange rate differences, net on balance sheet items included in financial income, net		(724	)		(307	)
Non-GAAP income before taxes on income		9,428			7,494
GAAP taxes on income		1,346			727
Tax related adjustments		62			122
Non-GAAP taxes on income		1,408			849
GAAP net income		3,905			2,574
Stock-based compensation		4,374			3,636
Amortization of intangible assets		464			498
Litigation costs		63			119
Other loss adjustment		-			247
Exchange rate differences, net on balance sheet items included in financial income, net		(724	)		(307	)
Tax related adjustments		(62	)		(122	)
Non-GAAP net income		8,020			6,645
GAAP diluted net earnings per share		0.08			0.05
Stock-based compensation		0.09			0.08
Amortization of intangible assets		0.01			0.01
Litigation costs		0.00			0.00
Other loss adjustment		0.00			0.01
Exchange rate differences, net on balance sheet items included in financial income, net		(0.02	)		(0.01	)
Tax related adjustments		(0.00	)		(0.00	)
Non-GAAP diluted net earnings per share		0.17			0.14
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		47,607,518			48,225,688

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Radware Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S. Dollars in thousands)
	For the three months ended
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	March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Cash flow from operating activities:
Net income		3,905			2,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,648			2,630
Stock based compensation		4,374			3,636
Amortization of premium, accretion of discounts and accrued interest on marketable securities, net		408			196
Other loss (gain)		(2	)		163
Accrued interest on bank deposits		(781	)		(195	)
Increase in accrued severance pay, net		225			216
Decrease (increase) in trade receivables, net		6,940			(4,029	)
Increase in other receivables and prepaid expenses and other long-term assets		(4,462	)		(459	)
Decrease (increase) in inventories		524			(914	)
Increase (decrease) in trade payables		244			(1,416	)
Increase in deferred revenues		8,922			20,030
Decrease in other payables and accrued expenses		(5,993	)		(621	)
Operating lease liabilities, net		(782	)		(838	)
Net cash provided by operating activities		16,170			20,973
Cash flows from investing activities:
Purchase of property and equipment		(1,333	)		(2,452	)
Proceeds from (investment in) other long-term assets, net		42			(2	)
Investment in bank deposits, net		(143	)		(4,506	)
Proceeds from (investment in) sale, redemption of and purchase of marketable securities, net		(2,491	)		2,523
Net cash used in investing activities		(3,925	)		(4,437	)
Cash flows from financing activities:
Proceeds from exercise of stock options		2,152			1,589
Repurchase of shares		(30,189	)		(18,669	)
Net cash used in financing activities		(28,037	)		(17,080	)
Decrease in cash and cash equivalents		(15,792	)		(544	)
Cash and cash equivalents at the beginning of the period		54,771			40,751
Cash and cash equivalents at the end of the period		38,979			40,207

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