SEC Form 6-K filed by SuperCom Ltd.

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 January 2025

Commission file number: 001-33668

 

 

SUPERCOM LTD.

(Translation of registrant’s name into English)

 

 

3, Rothschild Street

Tel Aviv 6688106

Israel

 (Address of principal executive office)

 

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  ☐

 

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):  ☐

 

SuperCom Ltd. (the “Company”) entered into several Securities Purchase Agreements, each dated as of January 30, 2025 (the “Purchase Agreements”), with certain accredited institutional investors (the “Purchasers”), pursuant to which the Company shall issue to the Purchasers, in a registered direct offering, an aggregate of 545,454 of its ordinary shares (the “Shares”), par value NIS 50 per share (the “ordinary shares” and collectively, the “Offering”). The negotiated purchase price for one Share will be $11.00. The Shares are being offered by the Company pursuant to a prospectus supplement to the Company’s currently the Company’s effective shelf Registration Statement on Form F-3 (File No. 333-284219), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 21, 2025. The Company expects to file the prospectus supplement for the Offering on or about January 31, 2025. The Company expects the Offering to close on or about January 31, 2025, subject to the satisfaction of customary closing conditions in the Purchase Agreements and the Placement Agency Agreement (as defined below).

Pursuant to the terms of the Purchase Agreements, the Company agreed to certain restrictions on future stock offerings, including that, until 30 days following the Closing Date, the Company will not issue (or enter into any agreement to issue) any ordinary shares or Ordinary Shares Equivalents (as defined in the Purchase Agreements), subject to certain exceptions, and will not file any registration statements, subject to certain exceptions.

Maxim Group LLC acted as the sole placement agent (the “Placement Agent”) on a “best efforts” basis, in connection with the Offering, pursuant to the Placement Agency Agreement, dated as of January 30, 2025 (the “Placement Agency Agreement”), between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 6% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.

The Purchase Agreements and the Placement Agency Agreement contain customary representations, warranties and agreements of the Company, the Purchasers and Placement Agent and customary indemnification rights and obligations of the parties thereto.

The foregoing summaries of the Offering, the securities to be issued in connection therewith, the form of the Purchase Agreements and the Placement Agency Agreement, do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. 

 

* Filed herewith.

** Furnished herewith.

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: January 31, 2025