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: 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 May 26, 2021, announcing its financial results for the three-month period ended March 31, 2021.

 

The sections titled “Recent Business Developments”, “First Quarter 2021 Selected Highlights”, “Financial Results for the Three Months Ended March 31, 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 No. 333-233510, 333-239249 and 333-250138) 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 May 26, 2021, titled “Safe-T Group Reports First Quarter 2021 Financial Results.”

 

 

 

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.

(Registrant)

     
  By   /s/ Hagit Gal
  Name:  Hagit Gal
  Title: Corporate Legal Counsel

 

Date: May 26, 2021

 

2

Exhibit 99.1

 

 

 

 

Safe-T Reports First Quarter 2021 Financial Results

 

First Quarter 2021 Revenues Increased 24% to $1.3 Million Year-Over-Year Driven by Increased Customer Adoption of Proxy Services & Zero Trust Solutions

 

Reinforced Balance Sheet with $21.5 Million in Cash Positions;

Company to Execute on New Organic and Inorganic Growth Initiatives

 

HERZLIYA, Israel, May 26, 2021 - Safe-T® Group Ltd. (Nasdaq, TASE: SFET), a provider of secure access solutions and intelligent data collection, today announced its financial results for the three-month period ended March 31, 2021.

 

Shachar Daniel, Chief Executive Officer, commented: “The first quarter of 2021 demonstrated marked financial and operational performance for Safe-T Group as the company continued to grow while maintaining efficiency, investing in internal resources, and encouraging growth. As an innovative growth company, at the forefront of technology, we are committed to providing technological innovation and disruptive solutions. Therefore, in the last quarter we continued to invest in expanding our product portfolio and introducing it to first adopters world-wide. The company ended the quarter with its highest cash balance since its inception, a fact that has allowed us to continue to invest in recruiting quality human resources that will support the company's continued accelerated growth in the near future.

 

“Following our acquisition and merger strategy, we successfully completed the implementation within Safe-T Group of Chi Cooked’s technology, which we acquired at the end of 2020. Chi Cooked presented an excellent quarter with revenue growth and profitability. The successful acquisition of Chi Cooked, which joins the successful acquisition of NetNut in 2019, provides us with a high level of confidence in the success of our next potential acquisitions, on which we have been working hard over the past few months.

 

“We recently announced a great achievement as we were added as an approved vendor to NASA's Solution for Enterprise-Wide Procurement Contract Vehicle and received U.S. General Services Administration registration approval under the federal government's Multiple Award [Schedule for Industrial Products and Services]. Since the beginning of 2021, we witnessed an acceleration in high-profile breaches globally, with the recent Colonial Pipeline attack that resulted in fuel shortages and price spikes to consumers on the Eastern seaboard of the United States. As a result, the White House has implemented an executive order pushing federal agencies to implement significant cybersecurity initiatives, including the implementation of zero-trust architecture and multi-factor authentication. I am happy to report that our ZoneZero® secure access solutions have been receiving increased procurement analysis as a result of this initiative. Furthermore, with our recent recognition and ability to sell to federal organizations and our growing channel network in the U.S., we believe we are well-positioned to seize opportunities as they emerge.

 

“To sum up, as part of the strategy over the past few quarters, the company has been encouraging growth while building innovation in the field of zero trust and data collection. Looking towards to the second quarter, we estimate a continued organic increase in our performance. I am confident that our strategy in addition to the acquisition and merger strategy will lead the company to continued successes in the distant and near future and to the continuation of the positive trend,” Mr. Daniel concluded.

 

Safe-T will provide additional details regarding its progress during its participation in the upcoming investor conferences of LD Micro Virtual Invitational XI on June 10, 2021.

 

Recent Business Developments:

 

· In April 2021, the ZoneZero® solution by the Company’s subsidiary, Safe-T Data A.R Ltd. (Safe-T Data) (i) was added as an approved vendor to NASA's Solution for Enterprise-Wide Procurement Contract Vehicle and (ii) received U.S. General Services Administration registration approval under the federal government's Multiple Award Schedule for Industrial Products and Services. The new approvals were obtained through Safe-T Data’s lead distributor in North America, Philemon Security, and its channel partners, accelerating procurement cycle of the ZoneZero® solutions and increasing the addressable market with federal government agencies.
· On April 13, 2021, the Company announced the availability of a joint Zero Trust Access solution by Safe-T Data and Thales. The joint solution, built on Safe-T Data’s ZoneZero® solution and Thales’s SafeNet Trusted Access, is designed to help organizations address their remote access scenarios with a simple and secure solution.
· On April 8, 2021, the Company paid the final earnout payments that were due to former shareholders of the Company’s subsidiary, NetNut Ltd. (NetNut), pursuant to the Share and Asset Purchase Agreement dated April 4, 2019. Subsequently, on April 26, 2021, the pledge in 30% of the NetNut shares, which was granted to the benefit of NetNut’s former shareholders to secure the earnout payment by the Company, has been removed, and the entire holding in NetNut is now free and clear.

 

 

First Quarter 2021 Selected Highlights:

· Between February 8, 2021 and February 12, 2021, 3,090,900 warrants from the Company’s underwritten public offering completed on April 23, 2020, were exercised into 3,090,900 American Depository Shares (“ADSs”), for an aggregate gross amount of $3.7 million.
· On February 12, 2021, the Company launched a new residential network for the multibillion-dollar sneaker resale market. The new product is the first synergy realization between the Company's business Internet Protocol (IP) proxy platform and its consumer IP proxy solutions, utilizing the group’s advanced network capabilities.
· On February 18, 2021, the Company completed a registered direct offering of ADSs and pre-funded warrants with gross proceeds to the Company of approximately $9.75 million.
· On March 1, 2021, Safe-T Data announced the launch of its next generation ZoneZero® v5.0, an advanced Zero Trust Network Access (ZTNA) solution that unifies all access scenarios for external and internal users and dramatically lowers business critical IT expenses.
· On March 22, 2021, Safe-T Data was named a Representative Vendor in Gartner’s March 2021 report titled, “Emerging Technologies: Adoption Growth Insights for Zero Trust Network Access” by analysts Nat Smith and Mark Wah.
· On March 25, 2021, the Company announced the appointment by Safe-T Data of Philemon Security USA as its lead distributor in North America to offer its ZoneZero® solutions to the federal agencies and commercial markets through system integrators, managed security service providers and tier one and two resellers.

 

Financial Results for the Three Months Ended March 31, 2021:

· Total revenues amounted to $1,347,000 (Q1 2020: $1,088,000). The increase is mainly attributed to the first-time consolidation of Chi Cooked LLC’s revenues which resulted in an increase of the proxy services revenues, and increased sales of the Zero Trust solutions, partially offset by a decrease in the revenues of the SDE product.
· Cost of revenues totaled $904,000 (Q1 2020: $551,000). The increase is mainly due to the increased proxy revenues which derived from higher internet services providers’ and salary costs.
· Research and development (R&D) expenses totaled $702,000 (Q1 2020: $394,000). The increase is mainly attributed to an increase of NetNut’s development costs due to an extension of its proxy solutions activity, subcontractors’ costs related to the new Zero Trust solutions and share-based compensation, partially offset by the cessation of development efforts related to the SDE product.
· Sales and marketing expenses )S&M( totaled $1,122,000 (Q1 2020: $862,000). The increase is primarily attributed to higher salary and professional services expenses related to the marketing and sales of the new Zero Trust solutions and the new proxy services and share-based compensation.
· General and administrative (G&A) expenses totaled $1,100,000 (Q1 2020: $577,000). The increase is mainly due to higher professional fees and salaries, as well as share-based compensation.
· IFRS net loss totaled $2,513,000, or $(0.00) basic loss per ordinary share (Q1 2020: net profit of $683,000, or $0.01 basic earnings per ordinary share).
· Non-IFRS net loss totaled $1,950,000, or $(0.00) basic loss per ordinary share (Q1 2020: loss of $989,000, or $0.01 basic loss per ordinary share).

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 three months periods ended March 31, 2021 and 2020, and for the year ended December 31, 2020:
 

    For the Three Month
Period Ended
March 31,
    For the Year Ended
December 31,
 
(thousands of U.S. dollars)   2021     2020     2020  
                   
Net profit (loss) for the period     (2,513 )     683       (7,845 )
Issuance and acquisition costs             -         156  
Amortization and impairment of intangible assets and goodwill     270       1,053       3,781  
Share-based compensation     330       29       742  
Finance liabilities at fair value     (37 )     (2,754 )     (2,987 )
Total adjustment     563       (1,672 )     1,692  
Non-IFRS net loss     (1,950 )     (989 )     (6,153 )

Balance Sheet Highlights:

 

· As of March 31, 2021, shareholders’ equity totaled $26,964,000, or approximately $1.04 per outstanding ADS as of March 31, 2021, compared to shareholders’ equity of $16,216,000 on December 31, 2020. The increase is due mainly to the February registered direct offering, partially offset by the Company’s operating loss during the first three months of 2021.
· As of March 31, 2021, the Company’s cash and cash equivalents balance was $21,570,000.

 

 

 

 

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.

 

About Safe-T® Group Ltd.

 

Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a provider of access solutions and intelligent data collection.

 

Our cloud and on-premises solutions mitigate attacks on enterprises’ business-critical services and sensitive data, while ensuring uninterrupted business continuity. Organization’s access use cases, whether into the organization or from the organization out to the internet, are secured according to the “validate first, access later” philosophy of Safe-T’s zero trust. This means that no one is trusted by default from inside or outside the network, and verification is required from everyone trying to gain access to resources on the network or in the cloud.

 

The wide range of access solutions, empowered by our patented reverse-access technology and proprietary routing technology, reduce organizations’ attack surface, improve their ability to defend against modern cyberthreats and enable them smooth digital transformation and to safely migrate to the cloud.

 

We also offer intelligent data collection cloud service, based on our world’s fastest and most advanced & secured business proxy network which enables clients to collect accurate, transparent & sensitive data from public online sources.

 

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 increase in its organic performance, expected future growth, future opportunities with the U.S. government 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:

Chris Tyson
MZ Group - MZ North America
469-778-7844
SFET@mzgroup.us
www.mzgroup.us

 

Michal Efraty

+972-(0)52-3044404
michal@efraty.com

 

 

 

Consolidated Statements of Financial Position

(In thousands of USD)

 

    March 31,     December 31,  
    2021     2020     2020  
    (Unaudited)     (Audited)  
Assets                  
Current assets:                        
Cash and cash equivalents     21,570       2,870       11,017  
Restricted deposits     -         22       -    
Trade receivables     770       559       645  
Other receivables     663       365       897  
Total current assets     23,003       3,816       12,559  
                         
Non-current assets:                        
Long-term restricted deposits     87       80       89  
Long-term deposit     47       47       50  
Property and equipment, net     120       231       144  
Right of use assets     530       434       543  
Goodwill     5,387       6,077       5,387  
Intangible assets, net     4,032       4,353       4,201  
Total non-current assets     10,203       11,222       10,414  
Total assets     33,206       15,038       22,973  
                         
Liabilities and equity                        
Current liabilities:                        
Trade payables     181       165       274  
Other payables     1,444       1,104       1,358  
Short-term contract liabilities     469       454       441  
Short-term contingent consideration     515       2,600       915  
Convertible debentures             4,431       -    
Derivative financial instruments     1,408       822       1,448  
Short-term lease liabilities     302       174       298  
Total current liabilities     4,319       9,750       4,734  
                         
Non-current liabilities:                        
Long-term contract liabilities     28       50       41  
Long-term lease liabilities     328       310       365  
Deferred tax liabilities     734       979       793  
Contingent consideration     684       -         684  
Liability in respect of the Israeli Innovation Authority     149       115       140  
Total non-current liabilities     1,923       1,454       2,023  
Total liabilities     6,242       11,204       6,757  
                         
Equity:                        
Ordinary shares     -         -         -    
Share premium     85,116       53,003       71,492  
Other equity reserves     14,893       12,835       15,256  
Accumulated deficit     (73,045 )     (62,004 )     (70,532 )
Total equity     26,964       3,834       16,216  
Total liabilities and equity     33,206       15,038       22,973  

 

 

 

 

Consolidated Statements of Profit or Loss

(In thousands of USD, except per share amounts)

 

    For the Three Months
Ended
March 31,
    For the Year
Ended
December 31,
 
    2021     2020     2020     2019  
    (Unaudited)     (Unaudited)     (Audited)     (Audited)  
                         
Revenues     1,347       1,088       4,886       3,284  
Cost of revenues     904       551       2,499       1,889  
Gross profit     443       537       2,387       1,395  
                                 
Research and development expenses     702       394       2,202       2,485  
Sales and marketing expenses     1,122       862       4,215       3,783  
General and administrative expenses     1,100       577       4,197       3,757  
Impairment of goodwill     -         800       2,759       1,002  
Contingent consideration measurement     -         430       345       159  
Operating expenses     (2,924 )     (3,063 )     (13,718 )     (11,186 )
                                 
Operating loss     (2,481 )     (2,526 )     (11,331 )     (9,791 )
                                 
Finance income (expenses), net     (70 )     3,148       3,240       (3,184 )
Tax benefit (taxes on income)     38       61       246       (23 )
Net income (loss)     (2,513 )     683       (7,845 )     (12,998 )
                                 
Basic loss (profit) per share     (0.00 )     0.01       (0.02 )     (0.96 )
                                 
Diluted loss per share     (0.00 )     (0.02 )     (0.02 )     (1.03 )