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 2022

Commission File Number: 001-40884

 

ARBE ROBOTICS LTD.

(Translation of registrant’s name into English)

 

HaHashmonaim St. 107

Tel Aviv-Yafo, Israel

Tel: +972-73-7969804, ext. 200

(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): ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 6-K

 

1. On May 2, 2022, the board of directors of Arbe Robotics Ltd. (the “Company”) appointed Alexander Hitzinger as a director of the Company. He will serve as a Class I director and his term will end with the 2022 Annual General Meeting. On May 9, 2022, the Company issued a press release announcing Mr. Hitzinger’s appointment. The press released is furnished as Exhibit 99.1

 

Mr. Hitzinger led the self driving development at VW Group and was a member of the Management Board of Volkswagen Commercial Vehicles, and later served as Chief Executive Officer of Artemis GmbH, where he was the chief architect of the revolutionary new vehicle concept for next generation autonomous mobility for their flagship-product Audi Landjet. Prior to his role at VW Group, Mr. Hitzinger held the position of head of product design for autonomous transportation at Apple, where he was responsible for building and leading the automotive team at the company. He was also the technical director and chief engineer for the Porsche 919, which was the winner of 24 hours of Le Mans and the World Endurance Championship for three consecutive years. Mr. Hitzinger also serves as a board member and advisor to multiple technology companies in the United States and Israel.

 

2. On May 12, 2022, the Company issued a press release announcing the results of its operations for the quarter ended March 31, 2022. The press release is furnished as Exhibit 99.2.

 

The Company is furnishing as Exhibit 99.3 the following unaudited financial statement information.

 

Consolidated balance sheets at March 31, 2022 and December 31, 2021

Consolidated statements of operations for the three months ended March 31, 2022 and 2021

Consolidated statements of cash flows for the three months ended March 31, 2022 and 2021

Reconciliation of GAAP net loss to non-GAAP net loss

Reconciliation of GAAP net loss to adjusted EBITDA

 

The Company will host a conference call and webcast at 11:00 AM, Eastern time on May 12, 2022. The call will include reports by Kobi Marenko, Chief Executive Officer, Co-Founder and Director, and Karine Pinto-Flomenboim, Chief Financial Officer, and a fireside chat about the promises and challenges of automotive autonomy over the next decade. Interested persons may pre-register for the conference call using the following link: https://arberobotics.com/fireside/ An archived webcast of the conference call will also be made available on the Company’s website following the call.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ARBE ROBOTICS LTD.
     
  By: /s/ Kobi Marenko
  Name:  Kobi Marenko 
  Title: CEO

 

Date: May 12, 2022

 

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EXHIBIT INDEX

 

Exhibit No.   Document Description
   
99.1   Press Release dated May 9, 2022.
99.2   Press Release dated May 12, 2022.
99.3   Unaudited financial information

 

 

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Exhibit 99.1

 

Former Senior Vice President of Autonomous Driving at VW Group Alexander Hitzinger
Joins Arbe Board of Directors

Hitzinger Brings Automotive and Self Driving Expertise to Arbe

 

Tel Aviv, Israel, May 9, 2022 — Arbe Robotics Ltd. (Nasdaq: ARBE) (“Arbe”), a global leader in next-generation Imaging Radar Solutions, announced today that Alexander Hitzinger, former VW Group Senior Vice President of Autonomous Driving and a member of the management board of Volkswagen Commercial Vehicles, has joined as a member of Arbe Board of Directors. Hitzinger brings automotive and self-driving expertise to Arbe.

 

“Alexander Hitzinger is joining Arbe’s Board of Directors with unparalleled experience in the highest positions of the automotive industry. For the past two decades, Alexander has been in the heart of decision making in some of the world’s leading automotive and new mobility firms, including Volkswaggen and Apple. His expertise spans nearly every area of the industry, from business to architecture, design, and engineering.” says Arbe Chief Executive Officer, Kobi Marenko. “We are honored to welcome Alexander to Arbe’s Board, and look forward to revolutionizing the radar industry and building a safer autonomous future together.”

 

At VW Group, Hitzinger led the Self Driving development, was a Member of the Management Board of Volkswagen Commercial Vehicles, and later served as Chief Executive Officer of Artemis GmbH, where he was the Chief Architect of the revolutionary new vehicle concept for next generation autonomous mobility for their flagship-product Audi Landjet. Prior to his role at VW Group, Hitzinger held the position of Head of Product Design for Autonomous Transportation at Apple, where he was responsible for building and leading the automotive team at the company. He was also the Technical Director and Chief Engineer for the Porsche 919, which was the winner of 24 hours of Le Mans and the World Endurance Championship for three consecutive years. Hitzinger also serves as a Board Member and Advisor to multiple technology companies in the United States and Israel.

 

“I am very keen on advancing autonomous technologies, and it is clear to me that Arbe’s solution is nothing short of vital for the delivery of safe driver assist solutions and for the achievement of autonomous driving,” Hitzinger says. “I have been extremely impressed with Arbe’s team of experts and visionary leadership, and I am excited to join Arbe’s Board of Directors and to contribute to the revolution the company is leading in sensing technology.”

 

About Arbe

 

Arbe (Nasdaq: ARBE), a global leader in next-generation 4D Imaging Radar Chipset Solutions, is spearheading a radar revolution, enabling truly safe driver-assist systems today while paving the way to full autonomous-driving. Arbe’s imaging radar is 100 times more detailed than any other radar on the market and is a mandatory sensor for L2+ and higher autonomy. The company is empowering automakers, tier-1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm-changing perception. Arbe is a leader in the fast-growing automotive radar market that has an estimated projected total addressable market of $11 billion in 2025. Arbe is based in Tel Aviv, Israel, and has an office in the United States.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release may contain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “should,” “strategy,” “future,” “will,” “project,” “potential” and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Statements that are not historical facts, including any statements relating to the future market and Arbe’s position in the market described are forward-looking statements. You should carefully consider the risk factors and uncertainties described in “Risk Factors,” “Operating and Financial Review and Prospects” “Cautionary Note Regarding Forward-Looking Statements” and the additional risk described in Arbe’s annual report on Form 20-F, as well as the other documents filed by Arbe with the SEC. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Arbe does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

 

Media Contacts:

 

DeeDee Rudenstein, Propel Strategic Communications 267-521-9654, drudenstein@propelsc.com

 

Shlomit Hacohen, Arbe Robotics Ltd., +972-54-5422432, shlomit.h@arberobotics.com

 

Miri Segal-Scharia, Investor Relations, 917-607-8654, msegal@ms-ir.com

 

# # #

Exhibit 99.2

 

Arbe Announces Q1 2022 Financial Results

 

TEL AVIV, Israel, May 12, 2022 — Arbe Robotics Ltd. (NASDAQ: ARBE) ("Arbe"), a global leader in next-generation 4D Imaging Radar Solutions, today announced financial results for its first quarter fiscal year 2022, ended March 31, 2022.

 

Key Q1 2022 Highlights:

 

Hyundai showcased the joint pilot they held with Arbe at EcoMotion Week. This video shows the highlights
   
Arbe added five new customer engagements in Q1 including OEMs who are leaders in Level 2+ passenger vehicle design and new mobility players focusing on Level 4 applications
   
Tier-1s submitted 5 RFPs and RFQs with Arbe’s chipset to major OEMs, committing to supply the customer with volumes of 400 thousand systems to 1 million systems per year
   
Notable additions of industry experts to Arbe’s executive team and the board of directors:
   
Gonen Barkan, formerly Head of Radar Development at General Motors joined Arbe as Chief Radar Officer
   
Thilo Koslowski, founder and former CEO of Porsche Digital GmbH appointed as a member of the board of directors
   
Alexander Hitzinger, Automotive and Self Driving Expert, formerly SVP Autonomous Driving in the VW Group appointed as a member of the board of directors
   
Introduced the addition of Free Space Mapping to Arbe’s revolutionary Imaging Radar perception stack at CES in January
   
Launched a new RF chipset, with the final production configuration, which we believe delivers the best radar image quality on the market, with long range sensing and high sensitivity, while reducing power consumption significantly
   
Arbe selected as a 2022 Innovation Awards honoree in the Vehicle Intelligence & Transportation product category at CES in January
   
Won the Tech.AD Europe 2022 Award on April 4 in the category of Sensor Perception

 

"It’s an exciting time to be in the automotive industry," said Kobi Marenko, Chief Executive Officer. “We are making great progress with Tier-1s as well as with our customers who appreciate the benefits of our imaging radar technology, overcoming the shortcomings of traditional radars. With the launch of our final RF chipset production configuration, we can provide the highest level of performance and safety to all automotive verticals, including passenger vehicles, commercial vehicles, trucks and delivery robots.

 

"Additionally, we are delighted to be able to attract industry veterans Thilo Koslowski and Alex Hitzinger as new Arbe board members and Gonen Barkan as our Chief Radar Officer. Their commitment to Arbe is a strong vote of confidence in our future. Combined with our recent industry recognition and awards, these are important milestones that we are on the right path and progressing according to plan,” concluded Kobi Marenko.

 

 

 

First Quarter 2022 Financial Highlights

 

Revenues for Q1 2022 were $0.9 million, an increase from $0.6 million in Q1 2021. Backlog as of March 31, 2022, was $2.8 million.

 

Gross margin for Q1 2022 was 56.1%, compared to 44.3% in Q1 2021, mainly related to a decrease in cost as we worked toward production versions.

 

Operating expenses in Q1 were $11.1 million, compared to $4.5 million in Q1 2021. The increase in operating expenses was primarily driven by an increase in research and development expenses from $3.7 million in Q1 2021 to $7.8 million in Q1 2022. The increase was most notably in labor cost and to a lesser extent non-cash share-based compensation expenses. As a result, our operating loss increased from $4.3 million to $10.6 million.

 

Net loss in the first quarter of 2022 decreased significantly to $7.9 million compared to a net loss of $18.4 million in the first quarter of 2021. The net loss in Q1 2022 reflected financial income of $2.8 million as contrasted with financial expense of $14.1 million in Q1 2021. Both years’ financial expenses/income related to the revaluations of convertible loan and warrants.

 

Adjusted EBITDA in Q1 of 2022, a non-GAAP measurement which excludes financial expense/income and expenses for non-cash share-based compensation and for non-recurring public offering expenses, yielded a loss of ($8.6) million, compared with a loss of ($4.1) million in the first quarter of 2021.

 

Balance Sheet & Liquidity

 

As of March 31, 2022, Arbe had $87.3 million in cash and cash equivalents. Total debt on March 31, 2022, was $5.1 million which we expect to pay by July 1, 2022.

 

Outlook

 

Management reiterated the outlook for the full year ending December 31, 2022. Based on current estimates, management expects:

 

Revenues to be in the range of $7 million to $11 million, heavily weighted towards the end of the year as some of the projects that we are involved with, are expected to mature.
   
Adjusted EBITDA to be in the range of ($34 million) and ($38 million)

 

Earnings Call Details

 

Arbe will review the financial results in more detail today at 11:00 a.m. Eastern Time, followed by an insightful fireside chat about the promises and challenges of automotive autonomy over the next decade, and will conclude with a question-and-answer session.

 

Please register here to receive the Zoom link or from Arbe's Investor Relations website at https://ir.arberobotics.com. An archived webcast of the conference call will also be made available on the website following the call.

 

About Arbe

 

Arbe (NASDAQ: ARBE), a global leader in next-generation 4D Imaging Radar Chipset Solutions, is spearheading a radar revolution, enabling truly safe driver-assisted systems today while paving the way to full autonomous driving. Arbe's imaging radar is 100 times more detailed than any other radar on the market and is a mandatory sensor for Level 2+ and higher autonomy. The company is empowering automakers, Tier 1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm-changing perception. Arbe is a leader in the fast-growing automotive radar market that has a projected total addressable market of an estimated $11 billion in 2025. Arbe is based in Tel Aviv, Israel, and has an office in the United States.

 

2

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release and earnings call, including the fireside chat, may contain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “should,” “strategy,” “future,” “will,” “project,” “potential” and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Statements that are not historical facts, including any statements that are made at the investor and analyst event described in this press release, are forward-looking statements. The financial results described in this press release are based on Arbe’s unaudited financial statements, which have not been reviewed by the independent auditors. These risks and uncertainties include, but are not limited to: (i) unanticipated delays or difficulties in receiving and processing orders; (ii) Arbe's ability to develop significant revenue as a result of its relationships with OEM and Tier 1s, (iii) Arbe's ability to leverage its existing relationships and secure test programs and orders resulting from the test programs; (iv) Arbe's ability to meet its projected revenue level and its ability to operate profitably; (v) Arbe’s ability to meet is timetable for full production; (v) Arbe's expectation that it will be engaging with Tier 1 suppliers and OEMs which would be building the radars based on its Chipset solution, eliminating expenses associated with system completion, requirement for undertaking significant capital expenditures associated with developing mass production manufacturing and the expenses of operating any such manufacturing capability; (vii) the effect of inflation and supply chain issues on Arbe’s cost and its development schedule, including Arbe's ability to obtain semiconductor products when needed and at a reasonable price; (viii) Arbe's expectation that radars are crucial to the automotive industry and will be deployed in nearly all new vehicles as a long range, cost-effective sensor with the fewest environmental limitations; (ix) Arbe's belief that its Radar Chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the safety requirements of Euro-NCAP and NHTSA for autonomous vehicles at all levels of autonomous driving; (x) Arbe's ability to develop or have access to the latest developments relating to radar and autonomous driving vehicles; (xi) Arbe's ability to have products manufactured for it by third parties that meet Arbe's and its customers quality standards and delivery requirements; (xii) Arbe's ability to attract and retain highly skilled personnel and senior management, including research and development, sales and marketing personnel; (xiii) Arbe's ability to develop and market products based on its radar technology for uses outside of the automotive industry; (xiv) accidents or bad press resulting from accidents involving autonomous driving vehicles, even those using radar products from other companies or based on other technology; and the effect of any accidents with vehicles using Arbe's radar system; (xv) the failure of the markets for Arbe's current or new technologies and products to materialize to the extent or at the rate that Arbe expects; (xvi) unexpected delays or difficulties related to the development of Arbe's technologies and products; (xvii) the effect of laws and changes in laws that have an effect on the market for or the requirement for autonomous vehicles; (xviii) the effect of COVID-19 and any new variants or any pandemics or multinational epidemics and actions taken by governments and industry to address the effects of the pandemic and the corresponding macroeconomic uncertainty; (xviii) risks related international conflicts and terrorist events, including those which may involve Israel; (xix) changes or inaccuracies in market projections; (xx) changes in Arbe's business strategy; and (xxi) the risk factors and uncertainties described in “Risk Factors,” “Operating and Financial Review and Prospects” “Cautionary Note Regarding Forward-Looking Statements” and the additional risk described in Arbe’s annual report on Form 20-F, as well as the other documents filed by Arbe with the SEC and any documents which are filed by Arbe. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Arbe does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

 

Contact:

Miri Segal

MS-IR LLC

msegal@ms-ir.com

917-607-8654

 

 

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Exhibit 99.3

 

CONSOLIDATED BALANCE SHEETS
             
(U.S. dollars in thousands)            
             
    March 31,
2022
    December 31,
2021
 
Current Assets:   (Unaudited)     (Audited)  
Cash and cash equivalents     87,255       100,811  
Restricted cash     132       125  
Short term bank deposits     400       -  
Trade Receivable     653       187  
Prepaid expenses and other receivables     3,397       3,058  
Total current assets     91,837       104,181  
                 
Non-Current Assets                
Operating lease right-of-use assets     738       -  
Property and equipment, net     1,375       1,165  
Total non-current assets     2,113       1,165  
                 
Total assets     93,950       105,346  
                 
Current liabilities:                
Short term loan     5,063       4,916  
Trade payables     1,412       2,005  
Operating lease liabilities     396       -  
Employees and payroll accruals     3,467       3,095  
Deferred revenues     731       726  
Accrued expenses and other payables     1,860       4,725  
Total current liabilities     12,929       15,467  
                 
Long term liabilities                
Operating lease liabilities     326          
Warrant Liability     6,774       10,056  
Total long-term liabilities     7,100       10,056  
                 
SHAREHOLDERS’ EQUITY:                
Ordinary Shares     * )     * )
Additional paid-in capital     201,423       199,469  
Accumulated Deficit     (127,502 )     (119,646 )
Total shareholders’ equity     73,921       79,823  
                 
Total liabilities and shareholders’ equity     93,950       105,346  

 

*)Represents less than $1.

 

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS
 
(U.S. dollars in thousands, except share and per share data)
         
   3 Months
Ended
   3 Months
Ended
 
   March 31,
2022
   March 31,
2021
 
   (Unaudited)   (Unaudited) 
Revenues   876    580 
Cost of revenues   384    323 
Gross Profit   492    257 
           
Operating Expenses:          
Research and development, net   7,803    3,711 
Sales and marketing   1,182    295 
General and administrative   2,145    521 
Total operating expenses   11,130    4,527 
           
Operating loss   (10,638)   (4,270)
           
Financial expenses (Income), net   (2,782)   14,106 
           
Net loss   (7,856)   (18,376)
           
Basic and diluted net loss per share attributable to Ordinary Shareholders   (0.12)   (1.98)
           
Weighted-average number of shares used in computing basic and diluted net loss per share attributable to Ordinary Shareholders*   63,034,545    9,300,548 

 

*The number of ordinary shares retroactively reflects the 46.25783-for-one stock split of the ordinary shares which was effective on October 7, 2021.

 

2

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
             
(U.S. dollars in thousands)            
             
    3 Months
Ended
    3 Months
Ended
 
    March 31,
2022
    March 31,
2021
 
Cash flows from operating activities:   (Unaudited)     (Unaudited)  
Net Loss     (7,856 )     (18,376 )
                 
Adjustments to reconcile loss to net cash used in operating activities:                
Depreciation     105       53  
Stock-based compensation     1,790       146  
Warrants to service providers     69       19  
Revaluation of warrants and accretion     (3,135 )     3,275  
Revaluation of convertible loan     -       10,762  
                 
Change in operating assets and liabilities:                
Increase in trade receivable     (465 )     (271 )
Increase in prepaid expenses and other receivables     (339 )     (219 )
Operating lease ROU assets and liabilities, net     (16 )     -  
Increase (decrease) in trade payables     (668 )     66  
Increase in employees and payroll accruals     372       105  
Increase in deferred revenue     5       34  
Increase (decrease) in accrued expenses and other payables     (2,865 )     364  
                 
Net cash used in operating activities     (13,003 )     (4,042 )
                 
Cash flows from investing activities:                
Change in bank deposits     (400 )     -  
Purchase of property and equipment     (242 )     (340 )
                 
Net cash used in investing activities     (642 )     (340 )
                 
Cash flows from financing activities:                
Repayment of long-term loan     -       (451 )
Proceeds from exercise of warrants     -       2,440  
Proceeds from exercise of options     96       34  
Proceeds from convertible loan     -       11,337  
                 
Net cash provided by financing activities     96       13,360  
                 
Increase (decrease) in cash, cash equivalents and restricted cash     (13,549 )     8,978  
Cash, cash equivalents and restricted cash at the beginning of the year     100,936       2,954  
                 
Cash, cash equivalents and restricted cash at the end of the period     87,387       11,932  

 

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RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
     
(U.S. dollars in thousands, except share and per share data)    
         
   3 Months
Ended
   3 Months
Ended
 
   March 31,
2022
   March 31,
2021
 
   (Unaudited)   (Unaudited) 
GAAP net loss attributable to ordinary shareholders   (7,856)   (18,376)
           
Add:          
Stock-based compensation   1,790    146 
Warrants to service providers   69    19 
Revaluation of warrants and accretion   (3,135)   3,275 
Revaluation of convertible loan   -    10,762 
Non-recurring initial public offering expenses   130    - 
           
Non-GAAP net loss   (9,002)   (4,174)
           
Basic and diluted Non-GAAP net loss per share attributable to Ordinary Shareholders   (0.14)   (0.45)
           
Weighted-average number of shares used in computing basic and diluted Non-GAAP net loss per share attributable to Ordinary Shareholders*   63,034,545    9,300,548 

 

*The number of ordinary shares retroactively reflects the 46.25783-for-one stock split of the ordinary shares which was effective on October 7, 2021.

 

RECONCILIATION OF GAAP NET LOSS TO AJUSTED EBITDA
         
(U.S. dollars in thousands)        
         
   3 Months
Ended
   3 Months
Ended
 
   March 31,
2022
   March 31,
2021
 
   (Unaudited)   (Unaudited) 
GAAP net loss attributable to ordinary shareholders   (7,856)   (18,376)
           
Add:          
Financial expenses, net   (2,782)   14,106 
Depreciation   105    53 
Stock-based compensation   1,790    146 
Warrants to service providers   69    19 
Non-recurring initial public offering expenses   130    - 
          
Adjusted EBITDA   (8,544)   (4,052)

 

 

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