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 February 2022
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.
SuperCom Ltd. (the “Company”) entered into a Securities Purchase Agreement dated February 25, 2022, (the “Purchase Agreement”) with a single accredited institutional investor (the “Purchaser”)
pursuant to which the Company shall issue to the Purchaser, in a registered direct offering, an aggregate of 3,130,000 of its ordinary shares (the “Shares”), par value NIS 0.25 per share (the “ordinary shares”), and 4,401,585 pre-funded warrants to
purchase ordinary shares (the “Registered Pre-Funded Warrants”) with an exercise price of $0.00001 per share, which such Registered Pre-Funded Warrants are to be issued in lieu of Shares to ensure that the Purchaser does not exceed certain
beneficial ownership limitations (collectively, the “Offering”). The negotiated combined purchase price for one Share and one Private Warrant (as defined below) to purchase 0.75 ordinary shares will be $0.6174 and the combined purchase price for
one Registered Pre-Funded Warrant and one Private Warrant will be $0.61739. The Registered Pre-Funded Warrants have an exercise price of $0.00001 per share. The Registered Pre-Funded Warrants are immediately exercisable and may be exercised at any
time after their original issuance until the Registered Pre-Funded Warrants are exercised in full. The Shares and Registered Pre-Funded Warrants (and the ordinary shares issuable upon the exercise of the Registered Pre-Funded Warrants) 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. 333-261442), which was declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on December 27, 2021. The Company expects to file the prospectus supplement for the Registered Offering on or about February 28, 2022. The Company expects the offering to close on or about March 1, 2022, subject to the
satisfaction of customary closing conditions in the Purchase Agreement and the Placement Agency Agreement (as defined below).
In a concurrent private placement, the Company is also selling to the Purchaser warrants to purchase an aggregate of 5,648,689 or ordinary shares at an exercise price of $0.70 per share (the
“Private Warrants” and together with the Registered Pre-Funded Warrants, the “Warrants). The Private Warrants will be exercisable beginning on the six-month anniversary of the closing date of the Offering (the “Closing Date”) and will expire five
years and six months following the Closing Date. If after the six month anniversary of the issuance date there is no effective registration statement registering the resale of the ordinary shares issuable upon exercise of the Private Warrants
then the Private Warrants shall be also exercisable on a cashless basis. The exercise price of the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants (the “Warrant Shares”) will be subject to adjustment in
the event of any stock dividends and splits, reverse stock split, recapitalization, or reorganization, as described in the Private Warrants. The Private Warrants and the ordinary shares issuable upon exercise of such warrants have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Pursuant to the Registration Rights Agreement, dated as of February 25, 2022 (the “Registration Rights Agreement”), entered into with the Purchaser, the Company has agreed to file a registration
statement (the “Registration Statement”) to register the resale of the Warrant Shares within 90 days of the date of the Purchase Agreement and to obtain effectiveness of the Registration Statement within 150 days following the date of the
Purchase Agreement (or 180 days in the event of a full review by the SEC).
Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that, until 60 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 Agreement), subject to certain exceptions, and will not file any registration statements, subject to certain
exceptions. The Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties and agreements of the Company and the Purchaser and Placement Agent and customary indemnification rights and obligations of the
parties thereto.
Maxim Group LLC acted as the sole placement agent (the “Placement Agent”) on a “best efforts” basis, in connection with the Offering. A copy of the Placement Agency Agreement, dated as of
February 25, 2022, by and between the Company and the Placement Agent is attached hereto as Exhibit 10.3 and incorporated herein by reference (the “Placement Agency Agreement”). 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 foregoing summaries of the Offering, the securities to be issued in connection therewith, the Purchase Agreement, the Registration Rights Agreement, the Placement Agency Agreement, the
Registered Pre-Funded Warrants and the Private Warrants 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, 10.2, 10.3, 4.1
and 4.2, 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.
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SuperCom Ltd.
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By: /s/ Ordan Trabelsi
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Name: Ordan Trabelsi
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Title: Chief Executive Officer
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Date: February 28, 2022