Foreign Filer Report • Nov 28, 2025
Foreign Filer Report
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For the month of November 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 November 17, 2025, Arbe Robotics Ltd. (the "Company") issued a press release announcing financial results for the quarter ended September 30, 2025 (the "Quarterly Financial Information"). The press release was furnished as Exhibit 99.1 to the Report on Form 6-K dated November 17, 2025 (the "Prior Form 6-K").
The Company on November 28, 2025 furnished this Current Report on Form 6-K in order to furnish additional footnote information to the Quarterly Financial Information in the Prior Form 6-K (and thereby furnish and replace the Quarterly Financial Information with the information set forth in this Current Report on Form 6-K).
The consolidated balance sheets at September 30, 2025 and December 31, 2024, the consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, and the consolidated statements of cash flow for the three and nine months ended September 30, 2025 and 2024, and in each case the footnotes and other information contained therein, in each case, to the extent contained in this Current Report on Form 6-K, are 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.
| Page | |
|---|---|
| Condensed Interim Consolidated Balance Sheets (unaudited) | 2 -3 |
| Condensed Interim Consolidated Statements of Operations (unaudited) | 4 |
| Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (unaudited) | 5-6 |
| Condensed Interim Consolidated Statements of Cash Flows (unaudited) | 7 |
| Notes to the Condensed Interim Consolidated Financial Statements | 8 - 18 |
| 1 |
| U.S. dollars in thousands | ||
|---|---|---|
| September 30, 2025 |
December 31, 2024 |
|
| ASSETS | ||
| CURRENT ASSETS: | ||
| Cash and cash equivalents | \$ 4,008 |
\$ 13,488 |
| Restricted cash | 280 | 280 |
| Short-term bank deposits | 48,313 | 10,793 |
| Trade receivable, net | 377 | 153 |
| Other assets - funds held in escrow | 8,817 | 30,417 |
| Prepaid expenses and other receivables | 1,801 | 2,500 |
| Total current assets | 63,596 | 57,631 |
| NON-CURRENT ASSETS: | ||
| Operating lease right-of-use assets | 1,279 | 1,782 |
| Property and equipment, net | 1,207 | 1,374 |
| Total non-current assets | 2,486 | 3,156 |
| Total assets | \$ 66,082 |
\$ 60,787 |
| 2 |
| September 30, 2025 |
December 31, 2024 |
|
|---|---|---|
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| CURRENT LIABILITIES: | ||
| Trade payables | \$ 396 |
\$ 624 |
| Operating lease liabilities | 658 | 551 |
| Employees and payroll accruals | 2,578 | 3,283 |
| Convertible bonds | 9,339 | 30,614 |
| Accrued expenses and other payables | 2,184 | 1,334 |
| Derivative Liabilities | 57 | - |
| Total current liabilities | 15,212 | 36,406 |
| LONG-TERM LIABILITIES: | ||
| Operating lease liabilities | 1,428 | 1,457 |
| Warrant Liability | 336 | 428 |
| Total long-term liabilities | 1,764 | 1,885 |
| SHAREHOLDERS' EQUITY: | ||
| Ordinary Shares | *) | *) |
| Capital & Premium | 337,074 | 275,453 |
| Accumulated deficit | (287,968) | (252,957) |
| Total shareholders' equity | 49,106 | 22,496 |
| Total liabilities and shareholders' equity | 66,082 | \$ 60,787 |
*) Represents less than \$1.
U.S. dollars in thousands (except share and per share data)
| Nine months ended September 30, |
||
|---|---|---|
| 2025 | 2024 | |
| Revenues | 568 | 669 |
| Cost of revenues | 1,294 | 1,245 |
| Gross profit (loss) | (726) | (576) |
| Operating expenses: | ||
| Research and development, net | 26,159 | 26,072 |
| Sales and marketing | 3,917 | 4,243 |
| General and administrative | 5,550 | 5,927 |
| Total operating expenses | 35,626 | 36,242 |
| Operating loss | (36,352) | (36,818) |
| Financing expenses (income), net | (1,341) | 303 |
| Net loss | (35,011) | (37,121) |
| Basic net loss per ordinary share | (0.32) | (0.46) |
| Weighted-average number of shares used in computing basic net loss per ordinary share | 110,783,504 | 79,914,649 |
| Diluted loss per ordinary share | (0.32) | (0.58) |
| Weighted-average number of shares used in computing diluted net loss per ordinary share | 110,783,504 | 64,503,654 |
U.S. dollars in thousands (except share data)
| Ordinary Shares | Additional paid-in |
Accumulated | Total | |||
|---|---|---|---|---|---|---|
| Number | Amount | capital | Shareholders' | equity | ||
| Balance at December 31, 2024 | 85,749,331 | \$ | *) \$ | 275,453 | \$ (252,957) \$ |
22,496 |
| Issuance of ordinary shares, net | 10,332,031 | *) | 30,758 | - | 30,758 | |
| Conversion of convertible bonds | 8,233,177 | *) | 21,837 | - | 21,837 | |
| Stock-based compensation | - | - | 8,093 | - | 8,093 | |
| Exercise of options | 4,202,281 | *) | 440 | - | 440 | |
| Exercise of warrants | 342,682 | *) | 493 | - | 493 | |
| Net loss | - | - | - | (35,011) | (35,011) | |
| Balance at September 30, 2025 | 108,859,502 | \$ | *) \$ | 337,074 | (287,968) \$ \$ |
49,106 |
*) Represents less than \$1.
U.S. dollars in thousands (except share data)
| Additional | ||||||
|---|---|---|---|---|---|---|
| Ordinary Shares | paid-in | Accumulated | Total | |||
| Number | Amount | capital | Shareholders' | equity | ||
| Balance at December 31, 2023 | 77,925,095 | \$ | *) \$ | 245,733 | \$ (203,640) \$ |
42,093 |
| Stock-based compensation | - | - | 12,038 | - | 12,038 | |
| Exercise of options | 3,184,800 | *) | 204 | - | 204 | |
| Net loss | - | - | - | (37,121) | (37,121) | |
| Balance at September 30, 2024 | 81,109,895 | \$ | *) \$ | 257,975 | \$ (240,761) \$ |
17,214 |
*) Represents less than \$1.
| 2025 2024 Cash flows from operating activities Net Loss (35,011) (37,121) Adjustments to reconcile loss to net cash used in operating activities: Depreciation 404 437 Share-based compensation 7,575 11,399 Warrants to service providers 518 639 Revaluation of warrants (92) (335) Revaluation of convertible bonds 562 140 Finance income (3,897) (197) Changes in operating assets and liabilities: Decrease (increase) in trade receivable (224) 640 Decrease (increase) in prepaid expenses and other receivables 699 (88) Issuance costs related to convertible bonds - 737 Operating lease ROU assets and liabilities, net 347 165 Decrease in trade payables (191) (231) Increase (decrease) in employees and payroll accruals (705) 180 Increase in Derivative Liabilities 57 - Increase (decrease) in accrued expenses and other payables (839) 850 Net cash used in operating activities (29,108) (24,474) Cash flows from investing activities: Change in bank deposits, net (33,794) 15,382 Purchase of property and equipment (274) (533) Net cash used in investing activities (34,068) 14,849 Cash flows from financing activities: Proceeds from issuance of ordinary shares, net of issuance costs 30,758 - Proceeds from conversion of convertible debentures 21,696 (459) Warrants 493 - Proceeds from exercise of options 440 205 Net cash provided by (used in) financing activities (254) 53,387 Effect of exchange rate fluctuations on cash and cash equivalent 309 197 Decrease in cash, cash equivalents and restricted cash (9,789) (9,879) Cash, cash equivalents and restricted cash at the beginning of period 13,768 28,750 Cash, cash equivalents and restricted cash at the end of period 4,288 19,068 Supplemental non-cash disclosure: Purchase of property and equipment - 24 Lease liabilities arising from obtaining right-of-use assets - 553 Issuance of convertible bonds 21,837 30,695 |
Nine months ended September 30, |
|
|---|---|---|
U.S. dollars in thousands (except share and per share data)
In connection with the Merger, and immediately prior to the closing of the Merger, the Company effected a recapitalization (the "Recapitalization"), which was approved by the Company's directors and shareholders.
Pursuant to the Merger, Arbe issued to ITAC securityholders (a) 3,866,842 ordinary shares to the holders of ITAC common stock and (b) 10,735,680 Arbe warrants to the holders of ITAC warrants, of which 7,623,600 warrants are public warrants and 3,112,080 warrants are private warrants.
Total gross proceeds resulted from the Merger and the related PIPE financing were approximately \$118,288, of which total transaction costs amounted to approximately \$16,707. The total gross proceeds include the \$100,000 from the sale of 10,000,000 ordinary shares to the PIPE investors at \$10.00 per share.
On December 31, 2024, the Company completed the liquidation of ITAC.
U.S. dollars in thousands (except share and per share data)
U.S. dollars in thousands (except share and per share data)
a. Unaudited interim consolidated financial statements:
The accompanying unaudited interim consolidated financial statements for nine months ended on September, 2025 have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. Accordingly, these interim condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions, including fair value of warrants, stock-based compensation and the underlying fair value of the Company's ordinary shares issued prior to the Merger.
The balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
U.S. dollars in thousands (except share and per share data)
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024.
The significant accounting policies disclosed in the Company's audited 2024 consolidated financial statements and notes thereto have been applied consistently to these unaudited interim consolidated financial statements. Results for the nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.
The Company applies ASC 815, "Derivatives and Hedging" to all features related to debt financing and investments. When features meet the definition of a derivative, are not clearly and closely related to the characteristics of the debt host, and do not qualify for any scope exceptions within ASC 815, they are required to be accounted for separately from the host instrument and recorded as derivative instrument liabilities. The fair value assigned to the embedded derivative instruments is marked to market in each reporting period. For further information regarding embedded derivatives, see Note 6.
Revenue disaggregated by geography, based on the billing address of the Company's customers, consists of the following (in thousands):
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| % of | % of | |||
| Revenue | Revenue | Revenue | Revenue | |
| Revenue by geography: | ||||
| USA | \$ 138 |
24.3% \$ | 202 | 30.2% |
| Sweden | 408 | 71.8% | 196 | 29.1% |
| Germany | - | - | 20 | 3% |
| China | 6 | 1.1% | 201 | 30.2% |
| Israel | - | - | 50 | 7.5% |
| HK | 16 | 2.8% | - | - |
| Total revenue | \$ 568 |
100% \$ | 669 | 100% |
U.S. dollars in thousands (except share and per share data)
Remaining Performance Obligation
The Company's remaining performance obligations are comprised of product and engineering services not yet performed. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was \$200, which the Company expects to recognize as revenue over the next months.
The Company participated in programs sponsored mainly by the Israeli Innovation Authority ("IIA"), an Israeli government agency, for the support of its research and development activities. Through September 30, 2025, the Company had obtained grants aggregating to \$3,903 for certain of its research and development projects. The Company is obligated to pay royalties to the IIA, amounting to 4% of the sales of the products and other related revenues generated from such projects. The maximum aggregate royalties paid generally cannot exceed 100% of the grants received, plus annual interest generally equal to 12-months SOFR applicable to dollar deposits, as published on the first business day of each calendar year. The obligation to pay these royalties is contingent on sales of the products and in the absence of such sales, no payment is required.
The Company has six non-cancelable operating lease agreements for certain office spaces in Israel. The leases have original lease periods expiring until 2027, some of which may include options to extend the leases for up to three additional years. The Company does not assume renewals in its determination of the lease term unless the renewals are considered as reasonably certain to exercise.
Supplemental cash flow information related to leases was as follows:
| Nine months ended September 30, |
||
|---|---|---|
| 2025 | 2024 | |
| Cash payments and expenses related to operating leases | \$ (465) \$ |
(416) |
| Operating lease right-of-use assets and liabilities, net | \$ (807) \$ |
167 |
U.S. dollars in thousands (except share and per share data)
Maturities of lease liabilities as of September 30, 2025, were as follows:
| Operating | |
|---|---|
| leases | |
| 2025 (three months ended December 31, 2025) | \$ 163 |
| 2026 | \$ 652 |
| 2027 | \$ 579 |
| 2028 and after | \$ 1,102 |
| Total lease payments | \$ 2,496 |
Supplemental balance sheet information related to operating leases was as follows:
| September 30, | |
|---|---|
| 2025 | |
| Operating lease right-of-use assets | 1,279 |
| Current maturities of operating leases | 658 |
| Long-term operating lease liabilities | 1,428 |
| Weighted average remaining lease term (in years) | 3.92 |
| Weighted average discount rate | 9.5% |
The Company entered into several call option contracts during 2025. The fair values of outstanding derivative instruments were as follows:
| September 30, | December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Accrued expenses and other current liabilities | \$ | 57 | \$ - |
During the nine months ended September 30, 2025 the Company recognized finance income of \$1,039.
As a result of the Merger, the Company assumed a derivative warrant liability related to 3,112,080 private placement warrants assumed by the Company pursuant to the terms of the Merger.
U.S. dollars in thousands (except share and per share data)
The Company utilizes a Black-Scholes option pricing model to estimate the fair value of the private placement warrants and the convertible warrants (hereinafter: the "warrants") and are considered a Level 3 fair value measurement. Black-Scholes option pricing model takes into consideration certain parameters in computation of the fair value of the warrants which the significant parameter is expected volatility. The Company computed a sensitivity analysis of the fair value to changes of the expected volatility. The volatility impact of +/-5% on the warrants' fair value is approximately \$100.
The warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations. For the nine months ended September 30 2025 and 2024 the Company recognized (\$92) and (\$335), respectively, with respect with those warrants as finance expenses (income).
During January 2025, convertible bonds, in the principal amount of NIS 78,462,184 (\$22.4 million), were converted, and funds were released from escrow.
The bonds will be released to the Company upon satisfaction of the release conditions by March 31, 2025, which was extended to December 31, 2025, following approval by the holder of a majority of the outstanding bonds, signed on March 20, 2025.
On January 7, 2025, the Company raised gross proceeds of \$33.1 million in an underwritten registered direct public offering.
U.S. dollars in thousands (except share and per share data)
a. A summary of the stock option activity under the Company's equity plans during the nine months ended September 30, 2025 is as follows:
| Options: | Outstanding share options |
Weighted average exercise price (\$) |
Weighted average remaining contractual life (years) |
Aggregate intrinsic value (\$ in thousands) |
|---|---|---|---|---|
| Outstanding as of December 31, 2024 | 4,590,375 | 4.62 | 5.87 | 1,364,975 |
| Granted Forfeited Expired |
360,000 (14,664) (272,040) |
1.31 4.14 7.28 |
6.04 - - |
- - - |
| Exercised Outstanding as of September 30, 2025 |
(360,601) 4,303,070 |
1.22 4.47 |
- 5.54 |
- 988,581 |
| Exercisable as of September 30, 2025 | 3,593,284 | 4.77 | 4.93 | 867,261 |
| Options available for future grants | 1,993,005 |
A summary of the Company's RSUs activity during the nine months ended September 30, 2025 is as follows:
| Numbers of RSUs |
|
|---|---|
| RSUs: | |
| Outstanding as of December 31, 2024 | 4,913,123 |
| Granted | 2,426,337 |
| Forfeited | (264,466) |
| Vested | (3,841,680) |
| Outstanding as of September 30, 2025 | 3,233,314 |
The following table set forth the parameters used in the computation of the options compensation to employees:
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Expected term, in years | 5.81 | 6.11 | ||
| Expected volatility | 51.88% | 51.75% | ||
| Risk-free interest rate | 3.64% | 4.23% | ||
| Expected dividend yield | 0% | 0% | ||
U.S. dollars in thousands (except share and per share data)
c. The following table presents share-based compensation expense for employees included in the Company's consolidated statements of operations:
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Research and development | 5,042 | 7,731 | ||
| Sales and marketing | 1,320 | 1,845 | ||
| General and administrative | 1,088 | 1,601 | ||
| Cost of revenues | 125 | 222 | ||
| Total stock-based compensation expense | 7,575 | 11,399 |
Share-based compensation expenses are not deductible for Israeli income tax purposes, and therefore the Company did not recognize any tax benefits related to the share-based compensation for the nine months ended September 30, 2025 and 2024.
During the nine months ended September 30, 2025 and 2024, the Company recognized the total fair value of warrants issued to non-employee service providers of \$519 and \$639, respectively.
The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods presented:
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Basic | ||||
| Numerator: | ||||
| Net loss | \$ | (35,011) \$ | (37,121) | |
| Denominator: | ||||
| Weighted-average shares used in computing loss per share attributable to ordinary shareholders, basic | 110,783,504 | 79,914,649 | ||
| Loss per share attributable to ordinary shareholders, basic | \$ | (0.32) \$ | (0.46) | |
U.S. dollars in thousands (except share and per share data)
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Diluted | ||||
| Numerator: | ||||
| Net loss | \$ | (35,011) \$ | (37,456) | |
| Denominator: | ||||
| Weighted-average shares used in computing loss per share attributable to ordinary shareholders, diluted | 110,783,504 | 64,503,654 | ||
| Loss per share attributable to ordinary shareholders, diluted | \$ | (0.32) \$ | (0.58) |
The potential ordinary shares that were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the nine months ended September 30, 2025 and 2024 because including them would have been anti-dilutive are as follows:
| Nine months ended September 30, |
||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Convertible bonds | 3,309,320 | 11,542,497 | ||
| Warrants | 19,375,812 | 3,340,039 | ||
| Outstanding share options | 7,536,384 | 9,878,411 | ||
| Total | 30,221,516 | 24,760,947 |
The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company's chief executive officer, in deciding how to allocate resources and assessing performance.
The segment structure reflects the financial information and reports used by the Company's management, specifically its CODM, to make decisions regarding the Company's business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting.
The Company's chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. As a single reportable segment entity, the Company's segment performance measure is net loss. The Company adopted ASU 2023-07 in December 2024.
Revenue by geographical region can be found in the revenue recognition disclosures in Note 3.
U.S. dollars in thousands (except share and per share data)
During the nine months ended September 30, 2025, the Company had two customers that accounted for 71.85% and 24.35%, respectively, of revenues.
During the nine months ended September 30, 2024, the Company had four customers that accounted for 24.78%, 22.39%, 19.4% and 10.75%, respectively, of revenues.
No other customer accounted for 10% or more of revenues in 2025 or 2024. The 10% customers were different customers in each of 2025 and 2024.
- - - - - - - - - - - - - - - - - -
| Exhibit No. | Document Description | |
|---|---|---|
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 6-K ("report") including its Exhibit 99.1 contains, and the conference call described in this report will contain, "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 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 Securities and Exchange Commission (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: November 28, 2025 By: /s/ Kobi Marenko
Name: Kobi Marenko Title: CEO
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