Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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 November 2024

Commission File Number: 001-40884

 

ARBE ROBOTICS LTD.

(Translation of registrant’s name into English)

 

HaHashmonaim St. 107

Tel Aviv-Yafo, Israel

Tel: [phone], 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 ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 6-K

 

On November 27, 2024, Arbe Robotics Ltd. (the “Company”) issued a press release announcing the results of its operations for the quarter ended September 30, 2024. The press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

 

The Company will host a live conference call and webcast on Wednesday, November 27, 2024 at 8:30 a.m. Eastern Time to discuss the Company’s third quarter and nine months financial results.

 

Speakers will include Kobi Marenko, co-founder and chief executive officer and Karine Pinto-Flomenboim, chief financial officer. Interested persons can pre-register at any time, including up to and after the call start time at https://dpregister.com/DiamondPassRegistration/register?confirmationNumber=10194133&linkSecurityString=fddcf6bb91. Log-in instructions will be available after registering for the event.

 

The live call may be accessed by the following phone numbers:

 

U.S. Toll Free: 1-844-481-3015

International: 1-412-317-1880

Israel Toll Free: 1-809-212373

 

A telephonic replay of the conference call will be available until December 11, 2024, following the end of the conference call. To listen to the replay, dial:

 

U.S. Toll Free: 1-877- 344-7529

International: 1-412-317-0088

Access ID: 5174719

 

A live webcast of the call can be accessed at https://event.choruscall.com/mediaframe/webcast.html?webcastid=ZFKsGorS or from Arbe’s Investor Relations website at https://ir.arberobotics.com/news/ir-calendar. An archived webcast of the conference call will also be made available on the website following the call.

 

Cautionary Note Regarding Forward-Looking Statements

 

The press release and the earnings call contains or 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 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 and any further 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; the Company’s ability to meet the conditions to the release from escrow of the proceeds from its recent sale of convertible debentures; the Company’s ability to generate additional OEM selections and substantial orders 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, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, 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 Form 6-K.

 

1

 

 

Exhibit Index

 

Exhibit No.		Document Description
99.1		Press Release dated November 27, 2024*

 

*

The consolidated balance sheets at September 30, 2024 and December 31, 2023, the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023, and the consolidated statements of cash flow for the three and nine months ended September 30, 2024 and 2023 are incorporated by reference in any registration statement on Form F-3 or Form S-8 that incorporates by reference material filed by the issuer with the SEC.

 

2

 

 

SIGNATURES

 

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.

 

	ARBE ROBOTICS LTD.
Date: November 27, 2024	By:	/s/ Kobi Marenko
	Name:	Kobi Marenko
	Title:	CEO

 

 

3

 

 

Exhibit 99.1

 

Arbe Announces Q3 2024 Financial Results

 

TEL AVIV, Israel, Nov. 27, 2024 /PRNewswire/ -- Arbe Robotics Ltd. (Nasdaq: ARBE) (TASE: ARBE) (“Arbe”), a global leader in Perception Radar Solutions, today announced financial results for its third quarter, ended September 30, 2024.

 

 

Key Q3 and Recent Company Highlights:

 

● OEM Engagements: 

 

- Arbe experienced significant growth in both the number and the depth of our OEM engagements. The company is in active process with 16 OEMs, 12 of which progressed to the bid stage, and 8 entered the advanced perception project phase.

 

- Arbe collaborated with a leading European truck manufacturer, which plans to incorporate Arbe’s radar chipset into its next-generation sensor suite.

 

● Collaborations with Tier-1s:

 

- HiRain Technologies accelerated the development of an ADAS system for a Chinese OEM, with the aim of replacing LiDAR with Arbe’s radar chipset.

 

- Sensrad signed a framework agreement to supply 4D imaging radars, powered by Arbe’s technology, to Tianyi Transportation Technology in China.

 

 

 

● Growing Market Demand: Arbe observed increasing interest in its radar technology from emerging verticals beyond automotive and is actively working with customers to address these opportunities.

 

● Successful Capital Raise: Arbe completed an offering of up to $49 million, of which $15 million were received upfront and up to $34 million will be received upon the exercise in full for cash of long-term and milestone-linked warrants. The public offering was led by existing investor AWM Investment Company Inc. and joined by new investors. The proceeds will support the planned production ramp-up in 2025. Canaccord Genuity served as the sole bookrunner, with Roth Capital Partners acting as co-manager.

 

“This quarter, we made significant progress in testing and deliveries for leading European OEMs,” said Kobi Marenko, Chief Executive Officer. “While the selection process has taken longer than anticipated, we remain on track toward achieving our design-in objectives. We are proud to have completed a public offering, welcoming both new and existing investors. This investment demonstrates their confidence in our progress and long-term vision.

In Q3, we achieved important milestones with our Tier-1s HiRain and Sensrad. With HiRain, we are enhancing global automotive safety by providing radar capabilities traditionally associated with other sensor technologies. Sensrad’s recent agreement underscores the growing demand for advanced innovative radar solutions across industries beyond automotive.”

 

Third Quarter 2024 Financial Highlights

 

Revenues for Q3 2024 were $0.1 million, a decrease from $0.5 million in Q3 2023. Backlog as of September 30, 2024, was $0.5 million.

 

Negative gross profit for Q3 2024 was $0.3 million, compared to a positive gross profit of $0.1 million / 24% in Q3 2023, mainly related to the reduction in revenue with a fixed cost level of expenses.

 

Operating expenses in Q3 2024 were $12.2 million, compared to $11.7 million in Q3 2023. The increase in operating expenses was primarily driven by an increased investment in outsourced support (both in headcount and overall expenses) as well as an increase in our internal workforce.

 

Net loss in the third quarter of 2024 increased to $12.6 million, compared to a net loss of $11.7 million in the third quarter of 2023. Net loss in Q3 2024 included $0.1 million of financial expenses, including bond revaluations partially offset by interest deposit gains.

 

Adjusted EBITDA, a non-GAAP measurement which excludes expenses for non-cash share-based compensation and for non-recurring items, for Q3 2024, yielded a loss of $8.2 million, compared to a loss of $7.5 million in the third quarter of 2023.

 

Balance Sheet & Liquidity

 

As of September 30, 2024, Arbe had $19.1 million in cash and cash equivalents.

 

2

 

 

Outlook

 

●

Our goal of achieving 4 design-ins with automakers remains unchanged, as we observe continued strong interest in our market-leading offering.

 

●

We have strengthened our position in all our RFQ engagements, even though the OEMs have shifted their decision timelines from late 2023 to 2024.

 

●

The 2024 annual revenues are expected to be in line with those of 2023, followed by revenue growth in 2025. These revenue projections are based on the intention to be in full production in the second half of 2024, as well as our decision to exclusively focus on getting our chipset into production.

 

●

We are committed to maintaining a strong and well-managed balance sheet, focusing on cost-effectiveness and the ability to fund our revenue growth. Adjusted EBITDA for 2024 is projected to be in the range of ($30) million to ($36) million.

 

Conference Call & Webcast Details

 

Arbe will host a conference call and webcast today at 8:30 am ET. Speakers will include Kobi Marenko, Chief Executive Officer, Co-Founder and Director, and Karine Pinto-Flomenboim, Chief Financial Officer. The Company encourages participants to pre-register for the conference call here. Callers will receive a unique dial-in upon registration, which enables immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.

 

The live call may be accessed via telephone at:

 

Toll Free: 1-[phone]

 

Israel Toll Free: 1-809-212373

 

Internationally: 1-[phone]

 

A telephonic replay of the conference call will be available until December 11, 2024, following the end of the conference call. To listen to the replay, please dial:

 

U.S. Toll Free: 1-877-344-7529
International: 1-412-317-0088
Access ID: 5174719

 

A live webcast of the call can be accessed here or from Arbe’s Investor Relations website at https://ir.arberobotics.com/news/ir-calendar. An archived webcast of the conference call will also be made available on the website following the call.

 

3

 

 

Arbe (Nasdaq, TASE: ARBE), a global leader in Perception Radar Solutions, is spearheading a radar revolution, enabling truly safe driver-assist systems today while paving the way to full autonomous-driving. Arbe’s radar technology is 100 times more detailed than any other radar on the market and is a critical sensor for L2+ and higher autonomy. The company is empowering automakers, Tier-1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm changing perception. Arbe, a leader in the fast-growing automotive radar market, is based in Tel Aviv, Israel, and has offices in China, Germany, and the United States.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains, and the webcast 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, our ability to meet the milestones for the balance of our equity financing, 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 and any further 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, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, 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 press release.

 

4

 

 

CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
		Sep 30, 2024				December 31, 2023
Current Assets:		(Unaudited)				(Unaudited)
Cash and cash equivalents			18,788				28,587
Restricted cash			280				163
Short term bank deposits			20				15,402
Trade receivable			618				1,258
Other assets			30,417				-
Prepaid expenses and other receivables			2,114				2,026
Total current assets			52,237				47,436
Non-Current Assets
Operating lease right-of-use assets			1,800				1,740
Property and equipment, net			1,429				1,309
Total non-current assets			3,229				3,049
Total assets			55,466				50,485
Current liabilities:
Trade payables			942				1,149
Operating lease liabilities			524				436
Employees and payroll accruals			3,096				2,916
Convertible bonds			30,836				-
Accrued expenses and other payables			871				1,710
Total current liabilities			36,269				6,211
Long term liabilities
Operating lease liabilities			1,443				1,306
Warrant liabilities			540				875
Total long-term liabilities			1,983				2,181
SHAREHOLDERS’ EQUITY:
Ordinary Shares			*	)			*	)
Additional paid-in capital			257,976				245,733
Accumulated Deficit			(240,762	)			(203,640	)
Total shareholders’ equity			17,214				42,093
Total liabilities and shareholders’ equity			55,466				50,485

 

*)	Represents less than $1.

 

5

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
		3 Months Ended				3 Months Ended				9 Months Ended				9 Months Ended
		Sep 30, 2024				Sep 30, 2023				Sep 30, 2024				Sep 30, 2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues			123				479				669				1,123
Cost of revenues			394				364				1,245				971
Gross profit (loss)			(271	)			115				(576	)			152
Operating Expenses:
Research and development, net			8,762				8,421				26,072				25,636
Sales and marketing			1,426				1,264				4,243				3,666
General and administrative			1,988				1,993				5,927				5,637
Total operating expenses			12,176				11,678				36,242				34,939
Operating loss			(12,447	)			(11,563	)			(36,818	)			(34,787	)
Financial expenses (income), net			127				134				303				(573	)
Net loss			(12,574	)			(11,697	)			(37,121	)			(34,215	)
Basic net loss per ordinary share			(0.16	)			(0.15	)			(0.46	)			(0.49	)
Weighted-average number of shares used in computing basic net loss per ordinary share			80,957,931				77,474,326				79,914,649				69,975,104
Diluted net loss per ordinary share			(0.19	)			(0.18	)			(0.58	)			(0.56	)
Weighted-average number of shares used in computing diluted net loss per ordinary share			66,586,095				67,286,305				64,503,654				61,452,569

 

 

6

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
		3 Months Ended				3 Months Ended				9 Months Ended				9 Months Ended
		Sep 30, 2024				Sep 30, 2023				Sep 30, 2024				Sep 30, 2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net Loss			(12,574	)			(11,697	)			(37,121	)			(34,215	)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation			148				139				437				415
Stock-based compensation			3,800				3,707				11,399				9,428
Warrants to service providers			291				178				639				432
Revaluation of warrants and accretion			(67	)			(252	)			(335	)			(490	)
Revaluation of convertible bonds accretion			117				-				140				-
Change in operating assets and liabilities:
Decrease in trade receivable			76				24				640				186
Decrease (increase) in prepaid expenses and other receivables			(160	)			58				(88	)			562
Decrease in other assets			128				-				-				-
Issuance costs related to convertible bonds			737				-				737				-
Operating lease ROU assets and liabilities, net			31				(5	)			165				(4	)
Increase (decrease) in trade payables			85				(368	)			(231	)			(652	)
Increase (decrease) in employees and payroll accruals			(169	)			210				180				(340	)
Decrease in accrued expenses and other payables			(225	)			(83	)			(839	)			(3,789	)
Net cash used in operating activities			(7,782	)			(8,089	)			(24,277	)			(28,467	)
Cash flows from investing activities:
Change in bank deposits			17,663				(13	)			15,382				(25,215	)
Purchase of property and equipment			(119	)			(71	)			(533	)			(190	)
Net cash provided by (used in) investing activities			17,544				(84	)			14,849				(25,405	)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs			-				-				-				22,496
Issuance costs related to convertible bonds			-				-				(459	)			-
Proceeds from exercise of options			185				97				205				703
Net cash provided by (used in) financing activities			185				97				(254	)			23,199
Effect of exchange rate fluctuations on cash and cash equivalent			(17	)			(655	)			197				(721	)
Increase (decrease) in cash, cash equivalents and restricted cash			9,964				(7,421	)			(9,879	)			(29,952	)
Cash, cash equivalents and restricted cash at the beginning of period			9,120				31,718				28,750				54,315
Cash, cash equivalents and restricted cash at the end of period			19,068				23,642				19,068				23,642

 

7

 

 

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
(U.S. dollars in thousands, except share and per share data)
		3 Months Ended				3 Months Ended				9 Months Ended				9 Months Ended
		Sep 30, 2024				Sep 30, 2023				Sep 30, 2024				Sep 30, 2023
GAAP net loss attributable to ordinary shareholders			(12,574	)			(11,697	)			(37,121	)			(34,215	)
Add:
Stock-based compensation			3,800				3,707				11,399				9,428
Warrants to service providers			291				178				639				432
Revaluation of warrants and accretion			(67	)			(252	)			(335	)			(490	)
Convertible bonds accretion			117				-				140				-
Non-recurring expenses related to convertible bonds and ATM			-				-				805				214
Non-GAAP net loss			(8,433	)			(8,064	)			(24,473	)			(24,631	)
Basic Non-GAAP net loss per ordinary share			(0.10	)			(0.10	)			(0.31	)			(0.35	)
Weighted-average number of shares used in computing basic Non-GAAP net loss per ordinary share			80,957,931				77,474,326				79,914,649				69,975,104
Diluted Non-GAAP net loss per ordinary share			(0.13	)			(0.12	)			(0.38	)			(0.40	)
Weighted-average number of shares used in computing diluted Non-GAAP net loss per ordinary share			66,586,095				67,286,305				64,503,654				61,452,569

 

8

 

  

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(U.S. dollars in thousands)
		3 Months Ended				3 Months Ended				9 Months Ended				9 Months Ended
		Sep 30, 2024				Sep 30, 2024				Sep 30, 2024				Sep 30, 2024
GAAP net loss attributable to ordinary shareholders			(12,574	)			(11,697	)			(37,121	)			(34,215	)
Add:
Financial expenses (income), net			127				134				303				(573	)
Depreciation			148				139				437				415
Stock-based compensation			3,800				3,707				11,399				9,428
Warrants to service providers			291				178				639				432
Non-recurring expenses related to ATM			-				-				68				214
Adjusted EBITDA			(8,208	)			(7,539	)			(24,275	)			(24,299	)

 

CONTACT: Miri Segal-Scharia, [e-mail], 917-607-8654

 

 

9

---