Regulatory Filings • Oct 22, 2019
Regulatory Filings
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October 2019
NASDAQ/ TASE: SFET www.safe-t.com
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 22, 2019 Relating to Preliminary Prospectus dated October 22, 2019 Registration No. 333-233976
This presentation highlights basic information about us and the offering to which this presentation relates. Because it is a summary, it does not contain all of the information that you should consider before investing in our securities. The Company has filed a Registration Statement (including a prospectus, which currently is in preliminary form) with the SEC for the offering to which this presentation relates. The Registration Statement has not yet become effective. Before you invest, you should read the Preliminary Prospectus in the Registration Statement (including the risk factors described therein) and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may access these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. The Preliminary Prospectus, dated October 22, 2019, is available on the SEC web site at www.sec.gov/edgar. Alternatively, the Company or the underwriter participating in the offering will arrange to send you the Preliminary Prospectus and, when available, the final prospectus and/or any supplements thereto if you contact A.G.P./Alliance Global Partners, 590 Madison Avenue, 36th Floor, New York, NY 10022 or via telephone at 212-624-2006 or email: [email protected].

This presentation of Safe-T® Group Ltd. (the "Company") contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and other 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, the Company is using forward-looking statements when it discuss the potential of its products, its strategy, market potential for its products and future growth. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission ("SEC"), including, but not limited to, the risks detailed in the Company's preliminary prospectus dated October 22, 2019, filed with the SEC as part of the Company's Registration Statement on Form F-1 (File No. 333-23397), and documents incorporated by reference therein. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

| Issuer | Safe-T Group Ltd |
|---|---|
| Exchange / Ticker |
NASDAQ: SFET |
| Offering Size |
Up to \$7.5M (100% Secondary) |
| Over Allotment | 15% (100% Secondary) |
| Offering Details | Common Stock, Pre-funded Warrants and Warrants |
| Use of Proceeds | We intend to use the net proceeds from this offering for working capital and general corporate purposes |
| Sole Book-Runner | A.G.P / Alliance Global Partners |

We empower organizations to easily and dynamically allow the access of users to private apps, services and networks with maximum business continuity and minimal risk
Allow Everything. Trust Nothing.

Chen Katz Chairman of the Board TechnoPlus Ventures (TASE: TNPV) Nanomedic Technologies Compulab Aminach

Itay Nahum VP Customer Success IBM

Amir Mizhar President and Co-Founder and CSA eTouchware M-Technologies

Shai Avnit Chief Financial Officer BriefCam BioProtect Card Guard Scientific / LifeWatch (SIX: LIFE)

Shachar Daniel Co-Founder and CEO PrimeSense / Apple (NASDAQ: AAPL) Logic Elbit (TLV: ESLT)

Barak Avitbul CEO NetNut DiViNetworks

Eitan Bremler Co-Founder and VP Technology Radware (NASDAQ: RDWR) Radvision / Avaya (NYSE: AV) Israeli Intelligence Corps

Moshe Kremer CTO NetNut


Dr. Sunil Lingayat Chief of Cybersecurity Strategy and Technology T-Mobile

Floyd Fernandes Chief Information Security Officer for an undisclosed global multi-media company

Gary Eppinger Global Chief Information Security Officer (CISO) and Privacy Officer Carnival Corporation & plc

Mike Pflieger Chief Information Security Officer and Vice President of Enterprise Information Management for CDW, provider of technology solution

Yabing Wang Chief Security Architect and Vice President of Global Security Alight Solutions (Aon-Hewitt)

Martin Bally
Chief Security Officer and Vice President for Diebold Nixdorf, responsible for enterprise information and product security

Richard Greenberg OWSAP Global BoD, ISSA Fellow, Former CISO Los Angeles County Department of Health Services




Publicly traded cyber security company (NASDAQ, TASE: SFET) with patented technology; Founded in 2013

\$6 Billion total addressable market*

Employees with deep expertise (leading global cyber companies & intelligence army units)

Hundreds of enterprise customers globally, including a scalable cloud solution in 5 continents

Recently acquired NetNut Ltd., residential IP Proxy company, and CyKick Labs' UBA technology

Global technology and channel partner network and partnership platform with almost 100 ISPs
OEM partnerships in USA (K2, SecureAuth)

Research coverage by leading industry analysts (Gartner)





remote access virtual private networks (VPNs) in favor of ZTNA."**

was named a Representative Vendor in Gartner SDP reports.
Symantec buys Israeli cybersecurity co Luminate for \$200m Globes, February 2019 "" Proofpoint is paying \$120 million for Meta Networks, in which \$10 million has been invested since it was founded two and a half years ago. Globes, May 2019 " "


Gartner Disclaimer: Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, express or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

Any setup: on-premise, on cloud or hybrid

Flexible - Client, Clientless & IoT versions/ with your VPN, instead of your VPN or next to your VPN

Full network segmentation using Reverse Access patented technology

Detects the presence of bots or authenticated malicious insiders using Telepath Behavioral Analytics thus preventing attacks before they happen

Scalable – fits any type & numbers of users, grows with the growing data demands


* Source: Bleeping Computer "One Year After WannaCry, EternalBlue Exploit Is Bigger Than Ever ", May 2018



Ensure "need to know" basis access, preventing the next "Edward Snowden"

User's do not change their day-to-day life

Add layer of security missing from current file storages


Track all user actions on files
Preventing ransomware attacks
NetNut provides cyber and web intelligence companies with a proxy service that allows them to collect data anonymously and infinitely from any public online sources.
The service is based on NetNut's unique optimized proxy and traffic redirection technology deployed on the backbone of ISPs and internet exchange points worldwide.


Our ad network customers view their advertisers' landing pages to ensure they don't contain malware or improper ads. This verification is crucial for fraud detection.

Well known brands monitor the web for proper use of their brand to protect their Intellectual Property, trade marks and pricing strategy.

Travel companies collect pricing information of their competitors from different GEO location. Our network allows them to adapt their pricing accordingly and gain competitive advantage.

Leading E-commerce websites collect product related features and pricing from the web using our network to get the data in a reliable way without being misled.



EMK acquires Luminati – the world's largest IP proxy network, which brings transparency to the internet

The trademarks above are the property of their respective owners




All traffic is routed exclusively through the NetNut network; no third-party computers are utilized
Guarantees the quality of its service, by controlling all their servers located on major internet routes or at ISPs around the world Provides unique architecture of residential IP's

| # of Shares | WAEP | \$ Value | % of Fully Diluted | |
|---|---|---|---|---|
| Ordinary Shares Outstanding - DiviNetworks* |
2,342,673 | 14.38% | ||
| Ordinary Shares Outstanding - Baroma AG* |
680,508 | 4.18% | ||
| Ordinary Shares Outstanding - Directors & Officers |
391,251 | 2.40% 3.5 |
||
| Ordinary Shares Outstanding - Public |
9,404,830 | 57.75% | ||
| Warrants - Public |
1,834,016 | \$ 8.15 | \$ 14,947,406 | 11.26% |
| Stock Options | 1,633,877 | \$ 0.98 | \$ 1,606,396 | 10.03% |
| Fully Diluted Shares Outstanding** | 16,287,155 | 100.00% |
* Does not include additional potential equity as earnout fee
** Does not include potential dilution resulting from conversion of debentures and exercise of warrants underlying the debentures







During the past 12 months, Safe-T® has made impressive progress by adopting a new business strategy
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