SuperCom (SPCB) 6-KCurrent report (foreign)

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As previously reported, on March 31, 2023 and August 3, 2023 SuperCom Ltd. (the “Company”) issued two warrants (the “Original Warrants”) to purchase up to an aggregate of 4,752,910 ordinary shares, par value NIS 0.25 per share, of the Company (the “Ordinary Shares”) to a certain accredited institutional investor (the “Investor”).

On November 14, 2023, the Company entered into a letter agreement (the “Agreement”) with the Investor, which provides that, commencing immediately following the full execution of the Agreement and the delivery to the Investor of a prospectus supplement relating to the impact of the Agreement on the Original Warrants and ending at 9:00 a.m. Eastern Time on November 15, 2023 (the “Modified Exercise Price Term”), the exercise price per share for the Original Warrants will be equal to $0.42 but only with respect to a cash exercise under Section 2(a) of each Original Warrant. In addition, the Company and the Investor agreed that if and only if the Investor exercises for cash all of the Original Warrants as amended pursuant to the Agreement during the Modified Exercise Price Term, generating gross proceeds of approximately $2.0 million to the Company, the Company will issue to the Investor a new warrant (the “New Warrant”) to purchase up to 200% of the number of Ordinary Shares issued to the Investor pursuant to the exercise of the Original Warrants during the Modified Exercise Price Term. The New Warrant will be exercisable commencing 60 days after the issuance date and will terminate on the date that is five years and six months following the issuance date. The New Warrant will have an exercise price per ordinary share of $0.50.

3,235,295 of the Original Warrants and the underlying Ordinary Shares were registered for resale pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-273291), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”), which became effective on August 2, 2023, and the related prospectus dated August 2, 2023. 1,517,615 of the Original Warrants and the underlying Ordinary Shares were registered for resale pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-271939), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”), which became effective on May 26, 2023, and the related prospectus dated May 26, 2023. The New Warrant and the Ordinary Shares issuable upon exercise of the New Warrant are not being registered under the Securities Act, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or and Rule 506(b) promulgated thereunder.

Pursuant to the terms of the Agreement, the Company agreed (i) to file a registration statement (the “Registration Statement”) to register the resale of the Ordinary Shares underlying the New Warrant within 60 days of the date of the Agreement and to obtain effectiveness of the Registration Statement within 120 days following the date of the Agreement, and (ii) that until 60 days following the date of the Agreement, the Company will not issue (or enter into any agreement to issue) any ordinary shares or Ordinary Shares Equivalents (as defined in the Agreement), subject to certain exceptions, and will not file any registration statements, subject to certain exceptions. The Agreement contains customary representations, warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties thereto.

Maxim Group LLC (“Maxim”) acted as the exclusive warrant inducement agent and financial advisor to the Company in connection with the transaction. The Company agreed to pay Maxim an aggregate cash fee equal to 6% of the gross proceeds received by the Company.

The foregoing descriptions of the Agreement and the New Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Agreement and the New Warrant, copies of which are attached as Exhibits 4.1 and 4.2, respectively, to this Report on Form 6-K and incorporated herein by reference.