Quarterly Report • Apr 1, 2020
Quarterly Report
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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: March 2020 (Report No. 2)
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):_____
This Report of Foreign Private Issuer on Form 6-K consists of: (i) the Registrant's press release issued on March 31, 2020, titled "Safe-T Reports Fourth Quarter and Full Year 2019 Financial Results," which is attached hereto as Exhibit 99.1, (ii) the Registrant's press release issued on March 31, 2020, titled "Safe-T Issues Shareholder Update Letter," which is attached hereto as Exhibit 99.2.
The second, third and fourth paragraphs and the sections titled "Recent Developments", "2019 Selected Highlights", "Fourth Quarter 2019 Capital-Related Highlights", "Financial results for the year ended December 31, 2019", "Financial results for the three months ended December 31, 2019", "Balance Sheet Highlights", "Use of Non-IFRS Financial Results", and "Forward-Looking Statements" in the Exhibit 99.1 are incorporated by reference into the registration statements Form S-8 (File No. 333-233510) and Form F-3 (File Nos. 333-233724, 333-235367, 333-235368 and 333-236030) of the Company, 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished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 March 31, 2020, titled "Safe-T Reports Fourth Quarter and Full Year 2019 Financial Results." |
| 99.2 | Press release issued by Safe-T Group Ltd. on March 31, 2020, titled "Safe-T Issues Shareholder Update Letter." |
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/ Shai Avnit
Name: Shai Avnit Title: Chief Financial Officer
Date: March 31, 2020

HERZLIYA, Israel, March 31, 2020 - Safe-T® Group Ltd. (Nasdaq, TASE: SFET), a provider of secure access solutions for on-premise and hybrid cloud environments, today announced its financial results for the fourth quarter and the full year ended December 31, 2019.
Revenues for the year ended December 31, 2019 totaled \$3,284,000, an increase of 124% compared to \$1,466,000 in the year ended December 31, 2018.
Revenues for the three-month period ended December 31, 2019 totaled \$1,114,000, an increase of 141% compared to \$463,000 in the three-month period ended December 31, 2018.
The Company's cash balance as of December 31, 2019 was \$4,341,000.
Shachar Daniel, Chief Executive Officer, commented on the results: "We are pleased to present a year of growth and expansion. This year we were able to show a reduction in overall expenses alongside a substantial increase in revenues, while we successfully changed our business model to a SaaS model. We invested great efforts in expanding our global presence, with new partners and customers in the United States and Europe. We are cautious with our outlook in light of the Coronavirus pandemic, especially because the economic implications are too uncertain to even speculate at this stage. However, as we provide cloud-based security solutions, our products enable and support the remote work environment that organizations require to successfully and securely ride through these challenging times as well as in the future and we look forward to bringing our efforts to fruition in the long-term."
1 © Omdia. All rights reserved.
The following table presents the reconciled effect of the non-cash expenses and one-time expenses on the Company's net loss for the years and three-month periods ended December 31, 2019 and 2018:
| For the Year Ended December 31, |
For the Three-Month Period Ended December 31, |
|||
|---|---|---|---|---|
| (thousands of U.S. dollars) | 2019 | 2018 | 2019 | 2018 |
| Net loss for the period | 12,998 | 11,753 | 11,292 | 3,231 |
| Issuance and acquisition costs | 790 | 517 | 602 | - |
| Amortization and impairment of intangible assets and goodwill | 2,105 | 276 | 1,588 | 75 |
| Share-based compensation | 454 | 381 | 109 | 66 |
| Finance liabilities at fair value | 2,596 | 1,891 | 7,022 | 818 |
| Total adjustment | 5,945 | 3,065 | 9,321 | 959 |
| Non-IFRS net loss | 7,053 | 8,688 | 1,971 | 2,272 |
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.
Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a provider of Zero Trust Access solutions which mitigate attacks on enterprises' business-critical services and sensitive data, while ensuring uninterrupted business continuity. Safe-T's cloud and on-premises solutions ensure that an 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 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.
Safe-T's wide range of access solutions reduce organizations' attack surface and improve their ability to defend against modern cyberthreats. As an additional layer of security, our integrated business-grade global proxy solution cloud service enables smooth and efficient traffic flow, interruption-free service, unlimited concurrent connections, instant scaling and simple integration with our services.
With Safe-T's patented reverse-access technology and proprietary routing technology, organizations of all size and type can secure their data, services and networks against internal and external threats.
Safe-T's SDP solution on AWS Marketplace is available here: https://aws.amazon.com/marketplace/pp/prodview-emepbcx75syvo?qid=1567107500648&sr=0-1&ref_=srh_res_product_title.
For more information about Safe-T, visit www.safe-t.com
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 we address our outlook for the future and long-term expectations. 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 31, 2020, 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.
CONTACT INVESTOR RELATIONS: Michal Efraty +972-(0)52-3044404 [email protected]
| December 31, | ||
|---|---|---|
| 2019 | 2018 | |
| (Audited) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | 4,341 | 3,717 |
| Restricted deposits | 29 | 104 |
| Trade receivables | 680 | 854 |
| Other receivables | 470 | 231 |
| Total current assets | 5,520 | 4,906 |
| Non-current assets: | ||
| Long-term restricted deposits | 82 | - |
| Long-term deposit | 44 | - |
| Property, plant and equipment, net | 266 | 143 |
| Right of use assets | 441 | - |
| Goodwill | 6,877 | 523 |
| Intangible assets, net | 4,607 | 796 |
| Total non-current assets | 12,317 | 1,462 |
| Total assets | 17,837 | 6,368 |
| Liabilities and equity | ||
| Current liabilities: | ||
| Short-term loan | 4 | - |
| Trade payables | 237 | 103 |
| Other payables | 1,553 | 951 |
| Contract liabilities | 562 | 495 |
| Contingent consideration | 2,170 | - |
| Convertible Debentures | 7,151 | - |
| Derivative financial instruments | 1,637 | 729* |
| Short-term lease liabilities | 184 | - |
| Liability in respect of the Israeli Innovation Authority | 8 | 49 |
| Total current liabilities | 13,506 | 1,598 |
| Non-current liabilities: | ||
| Contract liabilities | 82 | 249 |
| Long-term lease liabilities | 324 | - |
| Deferred tax liabilities | 1,040 | - |
| Liability in respect of the Israeli Innovation Authority | 108 | 82 |
| Total non-current liabilities | 1,554 | 331 |
| Total liabilities | 15,060 | 2,658 |
| Equity: | ||
| Ordinary shares | - | - |
| Share premium | 52,394 | 41,594 |
| Other equity reserves | 13,070 | 11,805 |
| Accumulated deficit | (62,687) | (49,689) |
| Total equity | 2,777 | 3,710 |
| Total liabilities and equity | 17,837 | 6,368 |
*Early adoption of "Classification of Liabilities as Current or Non-Current" (Amendments to IAS 1).
| For the Year Ended December 31, |
For the Three-Month Period Ended December 31, |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| (Audited) | (Audited) | (Unaudited) | (Unaudited) | ||
| Revenues | 3,284 | 1,466 | 1,114 | 463 | |
| Cost of revenues | 1,889 | 791 | 869 | 184 | |
| Gross profit | 1,395 | 675 | 245 | 279 | |
| Research and development expenses | 2,485 | 2,414 | 549 | 777 | |
| Sales and marketing expenses | 3,783 | 5,542 | 1,096 | 1,273 | |
| General and administrative expenses | 3,757 | 1,925 | 1,300 | 561 | |
| Impairment of goodwill | 1,002 | - | 1,002 | - | |
| Contingent consideration measurement | 159 | - | (64) | - | |
| Operating expenses | (11,186) | (9,881) | (3,883) | (2,611) | |
| Operating loss | (9,791) | (9,206) | (3,638) | (2,332) | |
| Finance expenses, net | (3,184) | (2,541) | (7,599) | (899) | |
| Taxes on income | (23) | (6) | (55) | - | |
| Net loss | (12,998) | (11,753) | (11,292) | (3,231) | |
| Basic loss per share | (0.96) | (6.66) | (0.42) | (1.00) | |
| Diluted loss per share | (1.03) | (6.99) | (0.48) | (1.00) |
HERZLIYA, Israel, March 31, 2020 - Safe-T® Group Ltd. (NASDAQ, TASE: SFET), a provider of Secure Access solutions for on-premise and hybrid cloud environments, today issued an update to its shareholders from its Chief Executive Officer, Shachar Daniel.
Dear Fellow Shareholders,
We are happy to report a very successful year full of accomplishments and growth. During 2019, the company focused its business strategy, reduced costs and cash burn rate while increasing efficiency, completed the acquisition of NetNut Ltd., and presented the market with new and innovative products. Our impressive increase in revenue for 2019, which totaled \$3,284,000 (an increase of 124% compared to \$1,466,000 in 2018), is a testament to these actions.
As part of our product strategy in 2019, we focused our R&D and marketing efforts on our Zero Trust Network Access (ZTNA) solution. As the world keeps evolving, and in reference to the recent global crisis caused by the Coronavirus, our assumptions have proven to be correct – it is imperative that organizations be prepared and equipped with a safe and scalable remote access solution to their resources, to allow continuous work-flow and minimal downtime of their businesses.
Allowing employees remote access can be a hacker's paradise when managed incorrectly. Our advanced products ensure a secure environment for organizations to keep operating smoothly.
Over the past couple of weeks, we have witnessed a high demand for our unique solutions, which provide organizations a fast and user-friendly implementation process, as well as additional capabilities we developed, refined and introduced in 2019. Furthermore, in 2019 we engaged with leading industry partners for marketing and resale of our solutions.
Our ZTNA solution gained important recognition this year, as we were listed as a "Leading SDP Vendor" in Omdia's March 2020 market research report and a "Representative Vendor" in Gartner's April 2019 Market Guide Report.
During 2019, we completed the acquisition of NetNut Ltd., and successfully integrated NetNut into our company and product offerings. NetNut operates in the field of IP Proxy Network (IPPN) services, adding to our solutions a product that enables customers to access the internet through multiple ISP networks. We are very pleased with the whole process and the results it yielded.
We are satisfied with our achievements in 2019, and we believe we will experience continued growth and improved bottom line results in 2020, as well as improvement in overall financial results. We believe that a fundamental part of our success will be the shareholder value we create over the long term. This value will be a direct result of our ability to extend and solidify our market position. Market leadership can translate directly to higher revenue, higher profitability, and correspondingly stronger returns on invested capital.
We are cautious with our outlook in light of the Coronavirus pandemic, especially because the economic implications are too uncertain to even speculate at this stage. However, as we provide cloud-based security solutions, our products enable and support the remote work environment that organizations require to successfully and securely ride through these challenging times as well as in the future. We therefore intend to continue to focus on our customers and make investment decisions in view of long-term market leadership considerations rather than short-term profitability considerations, including making bold investment decisions where we see a sufficient probability of gaining market leadership advantages. Some of these investments will pay off, others will not, but we will learn a valuable lesson in either case.
Last, but not least - the past year's achievements are the product of a talented, smart, hard-working group, and I take great pride in being a part of this team. We are incredibly fortunate to have this group of dedicated employees whose passion and drive build Safe-T.
We at Safe-T are grateful to our customers for their business and trust, to each other for our hard work, and to our shareholders for their continuous support.
Sincerely,
Shachar Daniel, Chief Executive Officer
Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a provider of access solutions which mitigate attacks on enterprises' business-critical services and sensitive data, while ensuring uninterrupted business continuity. Safe-T's cloud and on-premises solutions ensure that an 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 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.
Safe-T's wide range of access solutions reduce organizations' attack surface and improve their ability to defend against modern cyberthreats. As an additional layer of security, our integrated business-grade global proxy solution cloud service enables smooth and efficient traffic flow, interruption-free service, unlimited concurrent connections, instant scaling and simple integration with our services. With Safe-T's patented reverse-access technology and proprietary routing technology, organizations of all size and type can secure their data, services and networks against internal and external threats. At Safe-T, we empower enterprises to safely migrate to the cloud and enable digital transformation.
Safe-T's SDP solution on AWS Marketplace is available here:
https://aws.amazon.com/marketplace/pp/prodview-emepbcx75syvo?qid=1567107500648&sr=0-1&ref_=srh_res_product_title.
For more information about Safe-T, visit www.safe-t.com
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 we address the advantages of our solutions, our expectations for continued growth, improved bottom line results and improvement in overall financial results in 2020, creation of shareholder value, our ability to extend market leadership and the benefits thereof, our ability to extend and solidify our market position and long-term goals and plans and the implications of the Coronavirus (COVID-19) outbreak. Because such statements deal with future events and are based on Safe-T's current expectations, they are subject to various risks and uncertainties, are not guarantees of results and should not be considered as an indication of future activity or future performance. 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 31, 2020, 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.
Karin Tamir [email protected] +972-9-8666110
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