Regulatory Filings • Dec 23, 2025
Regulatory Filings
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For the month of December 2025 Commission File Number: 001-40884
(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 ☐ |
On December 8, 2025, Arbe Robotics Ltd. (the "Company") issued a press release (the "Prior Release") announcing information regarding a proposal to extend to December 31, 2026 the deadline for meeting the conditions under its series A convertible bonds for the release of the proceeds raised from the issuance of the convertibles bonds which proceeds are held by the trustee of such bonds (the "Extension"). This trustee published a notice regarding a meeting of the bondholders (without physical convening) to be held on December 16, 2025 (the "Bondholder Meeting"), to vote on the proposed extension and updated terms, which include, among other, a reduction of the interest rate of the bonds from 6.5% to 4.35% effective January 1, 2026. The bonds would remain convertible into the Company's ordinary shares at a conversion price of ILS 9.53 (approximately \$2.95) per share.
The Prior Release was furnished as Exhibit 99.1 to the Company's Current Report on Form 6-K, which was filed with the U.S. Securities and Exchange Commission ("SEC") on December 8, 2025.
The Company is filing this Current Report on Form 6-K to report that all of the proposals presented at the Bondholder Meeting, which was held on December 16, 2025, were adopted and approved at the Bondholder Meeting.
At the Bondholder Meeting, the bondholders also voted to approve adding a new mechanism of voluntary early redemption effective on January 16, 2026. Under its terms, any bondholder can inform the Tel Aviv Stock Exchange ("TASE") by providing notice regarding such bondholder's request to be included in the voluntary early redemption until January 8, 2026, and thereafter on January 16, 2026, such bondholder will receive the early redemption amount equal to the outstanding unpaid principal balance of the convertible bonds (Series A) (the aggregate par value that has been requested for redemption), together with the interest accrued on such outstanding principal balance up to the actual early redemption date, plus indexation adjustments linked to the U.S. dollar exchange rate.
In connection with the approval, the Company is considering the issuance of additional bonds of the same series increasing the principal amount of outstanding bonds to up to \$25 million. As of the date of this Current Report on Form 6-K, the principal amount of outstanding bonds was approximately \$8.5 million.
The information in this Current Report on Form 6-K is incorporated by reference in any registration statement on Form F-3 or Form S-8 that incorporates by reference material filed by the Company with the SEC.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 6-K (the "report") contains "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," "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. These risks and uncertainties include the approval by the bond holders of the amended terms of the bonds, including the extension of the date the Company must meet the conditions to the release of the funds by the trustee; whether and when the Company will meet the conditions to the release of the proceeds from the sale of the bonds which are held by the trustee, whether and when the Company secures the orders it anticipates and the extent of any orders the Company receives; the Company's ability to meet expectations with respect to its financial guidance and outlook; the timing and completion of key product and project orders and milestones; expectations regarding our collaborations and business with third parties; the effect of tariffs and trade policies of the United States, China and other countries, whether announced or implemented; the effect on the Israeli economy generally and on the Company's business resulting from the terrorism and the hostilities in Israel and with its neighboring countries including the effects of the continuing war with Hamas in Gaza and any intensification of hostilities with others, including Iran and Hezbollah, and the effect of the call-up of a significant portion of its working population, including the Company's employees; the effect of any potential boycott both of Israeli products and business and of stocks in Israeli companies; the effect of any downgrading of the Israeli economy and the effect of changes in the exchange rate between the US dollar and the Israeli shekel; and the risk and uncertainties described in "Cautionary Note Regarding Forward-Looking Statements," "Item 3. Key Information – D. Risk Factors" and "Item 5. Operating and Financial Review and Prospects" and in the Company's Annual Report on Form 20-F for the year ended December 31, 2024, which was filed with the SEC on March 28, 2025, as well as other documents filed by the Company 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 the Company 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.
Information contained on, or that can be accessed through, the Company's website or any other website or any social media is expressly not incorporated by reference into and is not a part of this report.
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.
Date: December 22, 2025 By: /s/ Kobi Marenko
Name: Kobi Marenko
Title: CEO
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