SuperCom Ltd. Files 20-F/A Amendment

TL;DR

SuperCom filed an amendment to its 20-F for 2023, check for updates.

AI Summary

SuperCom Ltd. filed an amendment (20-F/A) on August 14, 2024, for its fiscal year ending December 31, 2023. The filing pertains to its operations in the semiconductors and related devices industry, with its principal executive offices located at 1 Arie Shenkar Street, Hertzliya, Israel.

Why It Matters

This filing provides updated information for investors and regulators regarding SuperCom Ltd.'s financial and operational status for the fiscal year 2023.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing an amendment, there may be significant updates or corrections that could impact the company's valuation or regulatory standing.

Key Numbers

• 20231231 — Fiscal Year End (The period for which the 20-F/A filing provides updated information.)
• 20240814 — Filing Date (The date the amendment was submitted to the SEC.)

Key Players & Entities

• SuperCom Ltd. (company) — Filer of the 20-F/A amendment
• 1 Arie Shenkar Street, Hertzliya (location) — Business and mailing address of SuperCom Ltd.
• 20231231 (date) — Conformed period of report for the filing
• 20240814 (date) — Filing date of the 20-F/A amendment

FAQ

Key Financial Figures

• $1.00 — on December 31, 2023, was NIS 3.627 per $1.00. This Annual Report contains various "

Filing Documents

• zk2431745.htm (20-F/A) — 3367KB
• exhibit_12-1.htm (EX-12.1) — 9KB
• exhibit_12-2.htm (EX-12.2) — 8KB
• exhibit_13-1.htm (EX-13.1) — 5KB
• exhibit_13-2.htm (EX-13.2) — 6KB
• exhibit_15-1.htm (EX-15.1) — 4KB
• image1.jpg (GRAPHIC) — 41KB
• 0001178913-24-002619.txt ( ) — 13591KB
• spcb-20231231.xsd (EX-101.SCH) — 78KB
• spcb-20231231_cal.xml (EX-101.CAL) — 59KB
• spcb-20231231_def.xml (EX-101.DEF) — 278KB
• spcb-20231231_lab.xml (EX-101.LAB) — 821KB
• spcb-20231231_pre.xml (EX-101.PRE) — 442KB
• zk2431745_htm.xml (XML) — 2949KB

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 This annual report on Form 20-F is incorporated by reference into the registrant's Registration Statements on Form S-8, File No. 333-175785 , 333-121231 , and on Form F-3 File No. 333-261442 Explanatory Note T his Amendment No. 1 on Form 20-F/A (this "Amendment No. 1") to the Annual Report on Form 20-F of SuperCom Ltd. (the "Company") for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission on April 22, 2024 (the "Original Filing"), is being filed solely to include (i) the Company's Consolidated Statement of Operations and comprehensive loss, changes in shareholders' equity and cash flows for the year ended December 31, 2021 and the related notes for the year ended December 31, 2021 (collectively, the "2021 Financials"), as required by Form 20-F (ii) the report of the Company's independent registered public accounting firm dated August 14, 2024 related to the audit of the 2021 Financials, (iii) updated Item 5. Operating and Financial Review and Prospects revised to include an applicable discussion of the Company's results of operations for the Company's fiscal year ended December 31, 2021, and (iv) and certain other related and typographical changes. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. A also amends Item 19 of the Original Filing to include new updated certifications, as Exhibits 12.1, 12.2 , 13.1 and 13.2, from the Company's Chief Executive Officer and Acting Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information cont

Selected Financial Data

Selected Financial Data The following table presents selected consolidated financial data as of the dates and for each of the periods indicated. The selected consolidated financial data set forth below should be read in conjunction with and is qualified entirely by reference to "Item 5. Operating and Financial Review and Prospects" and our consolidated financial The following summary consolidated financial data for and as of the five years ended December 31, 2023 are derived from our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Our audited consolidated financial statements for the three years ended December 31, 2023, 2022 and 2021 appear elsewhere in this Annual Report. Certain of our selected consolidated financial data for the years ended December 31, 2019, 2020 and 2021 have been derived from our audited consolidated

financial statements not included in this Annual Report on Form 20-F (this "Annual Report")

financial statements not included in this Annual Report on Form 20-F (this "Annual Report"). Income Statement Data: Year Ended December 31, 2023 2022 2021 2020 2019 (U.S. dollars in thousands, except per share data) Summary of Statement of Operations Data: Revenues 26,570 17,649 12,267 11,770 16,475 Cost of revenues 16,347 11,261 6,063 6,189 10,127 Gross profit 10,223 6,388 6,204 5,581 6,348 Operating expenses: Research and development 3,110 3,412 2,763 2,386 3,971 Selling and marketing 2,200 2,657 1,655 1,721 3,526 General and administrative 5,460 5,186 4,149 4,074 5,389 Other (income) expenses 2,812 1,138 4,374 1,149 1,635 Total operating expenses 13,582 12,393 12,941 9,330 14,521 Operating loss (3,359 ) (6,005 ) (6,737 ) (3,749 ) (8,173 ) Financial expenses, net (663 ) (1,751 ) (3,396 ) (4,113 ) (3,289 ) loss before income tax (4,022 ) (7,756 ) (10,133 ) (7,862 ) (11,462 ) Income tax (expense) benefit - 299 (5 ) (5 ) (43 Net (loss) (4,022 ) (7,457 ) (10,138 ) (7,867 ) (11,505 ) Per Share Data: Basic loss per share (0.6 ) (2.8 ) (3.9 ) (4.5 ) (7.1 ) Diluted loss per share (0.6 ) (2.8 ) (3.9 ) (4.5 ) (7.1 ) 2023 2022 2021 2020 2019 (U.S. dollars in thousands, except per share data) Summary of Balance Sheet Data: Cash and cash equivalents and restricted cash 5,577 4,505 4,604 3,952 1,210 Total Current Assets 28,462 26,290 26,108 24,942 23,147 TOTAL ASSETS 44,753 42,040 42,119 40,344 40,004 Total Current Liabilities 5,403 5,239 5,603 19,599 14,313 Total Long-term Liabilities 34,535 33,670 32,124 15,827 17,359 SHAREHOLDERS' EQUITY 4,816 3,131 4,392 4,919 8,332 ii contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all their terms. If we filed an

Risk Factors

Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 16 A. History and Development of the Company 16 B. Business Overview 18 C. Organizational Structure 27 D. Property, Plants and Equipment 28 ITEM 4A. UNRESOLVED STAFF COMMENTS 29 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 29 A. Operating Results 29 B. Liquidity and Capital Resources 33 C. Research and Development, Patents and Licenses, etc. 39 D. Trend Information 39 E. Off-Balance Sheet Arrangements 39 F. Tabular Disclosure of Contractual Obligations ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 40 A. Directors and Senior Management 40 B. Compensation 41 C. Board Practices 42 D. Employees 50 E. Share Ownership 51 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 53 A. Major Shareholders 53 B. Related Party Transactions 53 C. Interests of Experts and Counsel 53 ITEM 8. FINANCIAL INFORMATION 53 A. Consolidated Statements and Other Financial Information 53 B. Significant Changes 54 ITEM 9. THE OFFER AND LISTING 54 A. Offer and Listing Details 54 B. Plan of Distribution 55 C. Markets 55 D. Selling Shareholders 55 E.

Dilution

Dilution 55 F. Expenses of the Issue 55 iv ITEM 10. ADDITIONAL INFORMATION 56 A. Share Capital 56 B. Memorandum and Articles of Association 61 C. Material Contracts 61 D. Exchange Controls 61 E. Taxation 61 F. Dividends and Paying Agents 66 G. 66 H. Documents on Display 66 I. Subsidiary Information 66 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 66 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 67 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 67 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 67 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 67 ITEM 16. [ RESERVED ] 68 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 68 ITEM 16B. CODE OF ETHICS 68 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 68 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 69 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 69 ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 69 ITEM 16G. CORPORATE GOVERNANCE 69 ITEM 16H. MINE SAFETY DISCLOSURE 69 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 69 ITEM 16J. INSIDER TRADING POLICIES 69 ITEM 16K. CYBERSECURITY 70 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 71 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 71 ITEM 19. EXHIBITS 72

SIGNATURES

SIGNATURES 78 v PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION A. [reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this Annual Report, before you decide to invest in our ordinary shares. If any of the following risks actually occur, our business, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our ordinary shares would likely decline and you might lose all or part of your investment. Risks Related to Our Business If we are unable to manage our growth profitably, our business, financial results and stock price could suffer. Our future financial results will depend in part on our ability to profitably manage our growth. Management will need to maintain existing customers and attract new customers, recruit, retain and effectively manage employees, as well as expand operations and integrate customer support and financial control systems. If integration - related expenses and capital expenditure requirements are greater than anticipated or if we are unable to manage our growth profitably after the acquisition, our financial results and the market price of our ordinary shares may decline. Purchase price allocation in connection with our acquisition of OTI's SmartID division, Safend, Alvarion and Prevision requires estimates, which may be subject to change in the future. Future changes to these estimates could impact our future operating results. The application of purchase price allocation requires that the total purchase price we paid for the SmartID division of OTI, Safend, Alvarion and Prevision be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date. All amounts in excess of or below the fair value are recorded as goodwill or extraordinary profit, as applicable. The allocation process requires an analysis and valuation of acquired assets, in

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View this 20-F/A filing on SEC EDGAR