SuperCom (SPCB) 6-KCurrent report (foreign)

SuperCom Ltd. (the “Company”) entered into a Securities Purchase Agreement, dated as of April 18, 2024 (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 2,873,885 of its ordinary shares (the “Shares”), par value NIS 2.5 per share (the “ordinary shares”), and 5,242,270 pre-funded warrants to purchase ordinary shares (the “Pre-Funded Warrants”) with an exercise price of $0.00001 per share, which such 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 Pre-Funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until the Pre-Funded Warrants are exercised in full. The Shares and Pre-Funded Warrants (and the ordinary shares issuable upon the exercise of the 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 Offering on or about April 19, 2024. The Company expects the offering to close on or about April 19, 2024, subject to the satisfaction of customary closing conditions in the Purchase Agreement and the Placement Agent Agreement (as defined below).

In a concurrent private placement, the Company is also selling to the Purchaser warrants to purchase an aggregate of 8,116,155 of ordinary shares at an exercise price of $0.38 per share (the “Private Warrants” and together with the Pre-Funded Warrants, the “Warrants). The Private Warrants will be immediately exercisable beginning on the closing date of the Offering (the “Closing Date”) and will expire five years following the Closing Date. If at the time of exercise of the Warrants 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.

The negotiated combined purchase price for one Share and one Private Warrant will be $0.36 and the negotiated combined purchase price for one Pre-Funded Warrant and one Private Warrant will be $0.35999. The Pre-Funded Warrants have an exercise price of $0.00001 per share.

Pursuant to the Registration Rights Agreement, dated as of April 18, 2024 (the “Registration Rights Agreement”), entered into with the Purchaser the Company agreed to file a registration statement (the “Registration Statement”) to register the resale of the Warrant Shares within 45 days of the date of the Purchase Agreement and to obtain effectiveness of the Registration Statement within 75 days following the date of the Purchase Agreement (or 120 days in the event of a full review by the SEC).

Pursuant to the terms of the Purchase Agreement, the Company agreed to certain restrictions on future stock offerings, including that, until 45 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.

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 Agent Agreement, dated as of April 18, 2024 Agent (the “Placement Agent Agreement”), between the Company and the Placement Agent. Pursuant to the Placement Agent 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 Agreement, the Registration Rights Agreement and the Placement Agent Agreement contain customary representations, warranties and agreements of the Company, the Purchaser 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 Purchase Agreement, the Registration Rights Agreement, the Placement Agent Agreement, the 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.