Radware Ltd. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Radware Ltd. filed its 20-F annual report detailing fiscal year 2023 operations, including related party transactions and historical financial data.</b>

AI Summary

RADWARE LTD (RDWR) filed a Foreign Annual Report (20-F) with the SEC on March 25, 2024. Radware Ltd. filed its annual report on Form 20-F for the fiscal year ending December 31, 2023. The company acquired all technology and intangible assets from related company SecurityDAM Ltd. on February 17, 2022. Radware leases office space and purchases services from related parties, and also provides services to related parties. The filing includes financial data for the years ending December 31, 2023, 2022, and 2021. Details on preferred stock, common stock, additional paid-in capital, treasury stock, accumulated other comprehensive income, and retained earnings are provided for multiple fiscal years.

Why It Matters

For investors and stakeholders tracking RADWARE LTD, this filing contains several important signals. The acquisition of SecurityDAM Ltd.'s assets in 2022 highlights strategic moves to consolidate security service capabilities. Disclosure of related party transactions is crucial for transparency and investor understanding of potential conflicts of interest or favorable arrangements.

Risk Assessment

Risk Level: — RADWARE LTD shows moderate risk based on this filing. The company engages in related party transactions, including the acquisition of assets from SecurityDAM Ltd. and ongoing service provisions, which require careful scrutiny for potential conflicts of interest or non-arm's length dealings.

Analyst Insight

Investors should review the detailed disclosures on related party transactions and the acquisition of SecurityDAM Ltd. to assess their impact on Radware's financial performance and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-03-25 — Filing Date (FILED AS OF DATE)
• 2022-02-17 — SecurityDAM Ltd. Acquisition Date (Acquisition of technology and intangible assets)

Key Players & Entities

• RADWARE LTD (company) — FILER
• 0001094366 (company) — CENTRAL INDEX KEY
• SecurityDAM Ltd. (company) — related company
• 2022-02-17 (date) — acquisition date
• 2023-12-31 (date) — fiscal year end
• 2024-03-25 (date) — filing date

FAQ

Risk Factors

• Related Party Transactions [medium — operational]: The company leases office space, purchases services, and provides services to related parties, including the acquisition of assets from SecurityDAM Ltd., which requires careful management and disclosure.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-03-25: Filing Date — Date the 20-F report was officially submitted to the SEC.
• 2022-02-17: SecurityDAM Ltd. Acquisition — Date Radware acquired technology and intangible assets from a related company.

Glossary

20-F

An annual report required for foreign private issuers with securities traded on U.S. stock exchanges. (Provides comprehensive financial and operational information for investors.)

Related Parties

Entities or individuals that have the ability to control or significantly influence the financial or operating decisions of another entity. (Transactions with related parties require specific disclosure due to potential conflicts of interest.)

Key Financial Figures

• $ — aw, 5759-1999, as amended; "dollars," "$," or "US
  quot; are to U.S. dollars; "EUR"
• $31.7 million — 2022, we recorded an operating loss of $31.7 million and $3.3 million, respectively, and net
• $3.3 m — an operating loss of $31.7 million and $3.3 million, respectively, and net loss of $2
• $21.6 million — million, respectively, and net loss of $21.6 million and $0.2 million, respectively. 13 A
• $0.2 m — vely, and net loss of $21.6 million and $0.2 million, respectively. 13 A shortage o

Filing Documents

• zk2431148.htm (20-F) — 3694KB
• exhibit_2-1.htm (EX-2.1) — 67KB
• exhibit_8-1.htm (EX-8.1) — 15KB
• exhibit_12-1.htm (EX-12.1) — 12KB
• exhibit_12-2.htm (EX-12.2) — 9KB
• exhibit_13-1.htm (EX-13.1) — 4KB
• exhibit_13-2.htm (EX-13.2) — 4KB
• exhibit_15-1.htm (EX-15.1) — 3KB
• exhibit_97-1.htm (EX-97.CLAWBACKPOLICY) — 35KB
• image00004.jpg (GRAPHIC) — 3KB
• image0.jpg (GRAPHIC) — 412KB
• image00002.jpg (GRAPHIC) — 3KB
• image00003.jpg (GRAPHIC) — 429KB
• 0001178913-24-001040.txt (&nbsp;) — 17120KB
• rdwr-20231231.xsd (EX-101.SCH) — 80KB
• rdwr-20231231_cal.xml (EX-101.CAL) — 88KB
• rdwr-20231231_def.xml (EX-101.DEF) — 279KB
• rdwr-20231231_lab.xml (EX-101.LAB) — 867KB
• rdwr-20231231_pre.xml (EX-101.PRE) — 464KB
• zk2431148_htm.xml (XML) — 3286KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No - 3 - INTRODUCTION Unless the context otherwise requires, all references in this Annual Report on Form 20-F (this "annual report") to "we," "us," "our," the "Company," and "Radware" are to Radware Ltd. and its subsidiaries. When the following terms and abbreviations appear in the text of this annual report, they have the meanings indicated below: "Articles of Association" is to our Amended and Restated Articles of Association; "Companies Law" or the "Israeli Companies Law" are to the Israeli Companies Law, 5759-1999, as amended; "dollars," "$," or "US

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Except for the historical information contained herein, the statements contained in this annual report are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws with respect to our business, financial condition and results of operations. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including all the risks discussed in "Risk Factors" and elsewhere in this annual report. We urge you to consider that statements that use the terms "believe," "expect," "plan," "intend," "estimate," "anticipate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," and "could" are intended to identify forward-looking statements. Such forward-looking statements appear in Item 3.D "Risk Factors,"

"Information on the Company," and Item 5 "Operating and Financial Review and Prospects" as well as elsewhere

Item 4 "Information on the Company," and Item 5 "Operating and Financial Review and Prospects" as well as elsewhere in this annual report. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties, including those discussed under Item 3.D "Risk Factors" and in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking 5 Table of Contents Part I 8 ITEM 1. Identity of Directors, Senior Management and Advisers 8 ITEM 2. Offer Statistics and Expected Timetable 8 ITEM 3. Key Information 8 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D.

Risk Factors

Risk Factors 9 ITEM 4. Information on the Company 40 A. History and Development of the Company 40 B. Business Overview 41 C. Organizational Structure 63 D. Property, Plants and Equipment 65 I tem 4A. U NRESOLVED Staff Comments 66 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 66 A. Operating Results 66 B. Liquidity and Capital Resources 79 C. Research and Development, Patents and Licenses, etc. 82 D. Trend Information 83 E. Critical Accounting Estimates 87 ITEM 6. Directors, Senior Management and Employees 92 A. Directors and Senior Management 92 B. Compensation 96 C. Board Practices 100 D. Employees 105 E. Share Ownership 106 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 109 ITEM 7. Major Shareholders and Related Party Transactions 110 A. Major Shareholders 110 B. Related Party Transactions 112 C. Interests of Experts and Counsel 116 ITEM 8. Financial Information 117 A. Consolidated Statements and Other Financial Information 117 B. Significant Changes 117 6 ITEM 9. The Offer and Listing 118 A. Offer and Listing Details 118 B. Plan of Distribution 118 C. Markets 118 D. Selling Shareholders 118 E.

Dilution

Dilution 118 F. Expenses of the Issue 118 ITEM 10. Additional Information 119 A. Share Capital 119 B. Memorandum and Articles of Association 119 C. Material Contracts 119 D. Exchange Controls 119 E. Taxation 135 F. Dividends and Paying Agents 135 G. 135 H. Documents on Display 135 I. Subsidiary Information 135 J. Annual Report to Security Holders 135 ITEM 11.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 136 ITEM 12.

Description of Securities other than Equity Securities

Description of Securities other than Equity Securities 138 PART II 139 ITEM 13. Defaults, Dividend Arrearages and Delinquencies 139 ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 139 ITEM 15.

Controls and Procedures

Controls and Procedures 140 ITEM 16. [Reserved] 140 ITEM 16A. A UDIT C OMMITTEE F INANCIAL E XPERT 140 ITEM 16B. C ODE O F E THICS 141 ITEM 16C. P RINCIPAL A CCOUNTANT F EES A ND S ERVICES 141 ITEM 16D. E XEMPTIONS F ROM THE L ISTING S TANDARDS F OR A UDIT C OMMITTEES 142 ITEM 16E. P URCHASES O F E QUITY S ECURITIES B Y T HE I SSUER A ND A FFILIATED P URCHASERS 143 Item 16F. C HANGE I N R EGISTRANt's C ERTIFYING A CCOUNTANT 143 Item 16G. C ORPORATE G OVERNANCE 144 Item 16H. M INE S AFETY D ISCLOSURE 144 Item 16I. D ISCLOSURE R EGARDING F OREIGN J URISDICTIONS T HAT P REVENT I NSPECTIONS 145 ITEM 16J. Insider Trading Policy 145 ITEM 16K. Cybersecurity 145 PART III 147 ITEM 17. F inancial Statements 147 ITEM 18.

Financial Statements

Financial Statements 147 ITEM 19. Exhibits 147 SIGNATURE 149 7 Part I

. IDENTITY

ITEM 1 . IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

. OFFER

ITEM 2 . OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

. KEY

ITEM 3 . KEY INFORMATION 8 A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the following risks before deciding to purchase, hold or sell our ordinary shares. Our business, operating results, and financial condition could be seriously harmed due to any of the following risks. The following risks are not the only risk factors facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. The trading price of our ordinary shares could decline due to any of these risks. You should also refer to the other information contained or incorporated by reference in this annual report, before making any investment decision regarding our Company. Summary of Risk Factors The following constitutes a summary of the material risks relevant to an investment in our Company: Risks Related to Our Business and Our Industry Changing or severe global economic conditions could have a material adverse effect on our results of operations. We depend upon independent distributors to sell our solutions to customers. If our distributors do not succeed in selling our products and services, we may not be able to operate profitably. We must manage our anticipated growth effectively in order to be profitable. A shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs, and any disruption in our supply chain could have a material adverse effect on our results of operations. We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products. Our success depends on our ability to attract, train and retain highly qualified personnel. 9 Competition in the market for cyber security and application delivery solutions and in our industry, in general, is inten

View Full Filing

View this 20-F filing on SEC EDGAR