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 September 2026
Commission File Number: 001-40884
ARBE ROBOTICS LTD.
(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 ☐
INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 6-K
Underwriting Agreement
On September 25, 2026, Arbe
Robotics Ltd. (“Arbe” or the “Company”), commenced an underwritten registered direct offering (the “Offering”)
of an aggregate of 833,334 ordinary shares (the “Shares”), par value NIS 0.000216 per share, of the Company (the “Ordinary
Shares”) and, in lieu of Ordinary Shares to certain investors, pre-funded warrants to purchase up to 24,166,666 Ordinary Shares
(the “Pre-Funded Warrants,” and together with the Shares, the “Securities”). The Pre-Funded Warrants have an exercise
price of $0.0001 per Ordinary Share and are immediately exercisable until exercised in full. The offering price for each Share was $0.60
and the offering price for each Pre-Funded Warrant was $0.5999, which equals the offering price per Ordinary Share sold in the Offering
less the $0.0001 per share exercise price for each Pre-Funded Warrant. The Company does not intend to list the Pre-Funded Warrants on
The Nasdaq Global Select Market (“Nasdaq”) or any other nationally recognized securities exchange or trading system.
The exercise price and the
number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustments in the event of certain
stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Ordinary Shares.
The Pre-Funded Warrants are exercisable from the date of issuance and may be exercised by means of a cashless exercise. Under the Pre-Funded
Warrants, the Company may not effect the exercise of the Pre-Funded Warrants, and a holder will not be entitled to exercise any portion
of the Pre-Funded Warrants that, upon giving effect to such exercise, would result in: (i) the aggregate number of Ordinary Shares beneficially
owned by such holder (together with its affiliates) exceeding 4.99% (or 9.99%) of the number of Ordinary Shares outstanding immediately
after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder
(together with its affiliates) exceeding 4.99% (or 9.99%) of the combined voting power of all of the Company’s securities outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded
Warrants, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61
days’ notice to the Company.
Canaccord Genuity acted as
the sole bookrunner for the Offering.
The gross proceeds from the Offering, before deducting underwriting
discounts and commissions and offering expenses payable by the Company, described in more detail below, were approximately $15.0 million.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including, but not limited
to, scaling its operations to support growing commercial opportunities, including the recently announced selection of Arbe’s radar
technology for an L3 passenger vehicle program of one of the world’s largest automotive groups and its intended expansion into the
defense and counter-drone markets, as well as to potentially pursue potential strategic merger and acquisition opportunities. The Offering
is anticipated to close on or about September 28, 2026 (the “Closing”).
In connection with the Offering, the Company entered into an underwriting
agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as the sole underwriter (the “Underwriter”).
Pursuant to the Underwriting Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, including
the filing of a registration statement with the Securities and Exchange Commission (“SEC”) in respect thereof, subject to
certain exceptions in each instance, for a period of ninety (90) days following the Closing.
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements by the Company, indemnification obligations of the Company, including for liabilities arising under the Securities
Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement and the Pre-Funded Warrants were made only for the purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by
the contracting parties.
Pursuant to the Underwriting Agreement, the Company has agreed to pay
the Underwriter underwriting commissions and discounts equal to 6.0% of the gross proceeds of the Offering and reimbursement of expenses
equal to $125,000.
The Securities were offered
by the Company pursuant to a registration statement on Form F-3 (File No. 333-287805) originally filed on June 5, 2025, with the SEC under
the Securities Act, and declared effective by the SEC on June 13, 2025. The foregoing descriptions of the Underwriting Agreement and Pre-Funded
Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and Pre-Funded
Warrant, respectively, copies of which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 6-K and
are incorporated herein by reference.
Events
On September 25, 2026, the Company issued a press release announcing
the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 6-K and is hereby incorporated by
reference herein.
INCORPORATION BY REFERENCE
This Current Report on Form 6-K, including the exhibits to this Current
Report on Form 6-K, is incorporated by reference into and of the Company’s registration statements on Form F-3 or Form S-8 that
incorporate by reference material filed by the Company with the SEC.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated September 25, 2026, by and between the Company and Canaccord Genuity LLC |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Erdinast, Ben Nathan, Toledano & Co. |
| 5.2 |
|
Opinion of Ellenoff, Grossman & Schole LLP |
| 99.1 |
|
Press Release, dated September 25, 2026 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Arbe Robotics Ltd. |
| |
|
| Date: September 28, 2026 |
By: |
/s/ Ram Machness |
| |
|
Name: |
Ram Machness |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Arbe Robotics Ltd. Announces $15 Million Underwritten
Registered Direct Offering
TEL AVIV, ISRAEL, Sep. 25, 2026 (GLOBE
NEWSWIRE) – Arbe Robotics Ltd. (NASDAQ: ARBE), (TASE: ARBE) (“Arbe” or the “Company”), a global leader in
ultra-high-resolution radar solutions, today announced that it has priced an underwritten registered direct offering of 833,334 ordinary
shares at a purchase price of $0.60 per share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase up
to 24,166,666 ordinary shares at a purchase price of $0.5999 per share, which equals the offering price per ordinary share less the $0.0001
exercise price per share of each pre-funded warrant. The pre-funded warrants are immediately exercisable and will not expire until exercised
in full. All ordinary shares and pre-funded warrants to be sold in the offering will be offered by the Company.
Arbe estimates the gross proceeds from this offering to be approximately
$15 million before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on
or about September 28, 2026, subject to the satisfaction of customary closing conditions. Arbe intends to use the net proceeds from this
offering for working capital and general corporate purposes, including, but not limited to, scaling its operations to support growing
commercial opportunities, including the recently announced selection of Arbe’s radar technology for an L3 passenger vehicle program
of one of the world’s largest automotive groups and its intended expansion into the defense and counter-drone markets, as well as
to potentially pursue potential strategic merger and acquisition opportunities.
Canaccord Genuity is acting as sole bookrunner
for the offering.
The securities described above are being offered
pursuant to a registration statement on Form F-3 (File No. 333-287805), originally filed on June 5, 2025, with the Securities and Exchange
Commission (the “SEC”) and declared effective by the SEC on June 13, 2025. The offering is being made only by means of a prospectus
and a prospectus supplement which forms a part of the effective registration statement relating to the offering. A final prospectus supplement
and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus supplement,
when available, may be obtained on the SEC’s website at http://www.sec.gov and
may also be obtained, when available, by contacting Canaccord Genuity LLC, Attn: Syndication Department, 1 Post Office Square, 30th Floor,
Boston, MA 02109, or by email at prospectus@cgf.com.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Arbe Robotics Ltd.
Arbe (NASDAQ: ARBE), a global leader in ultra-high-resolution
radar solutions, is redefining radar as a core sensing platform for next-generation mobility and defense. Arbe’s complete radar technology
stack, from proprietary chipsets to radar systems and AI algorithms that produce perception-ready data, delivers the detail and real-time
processing that demanding sensing applications require. Arbe enables OEMs, Tier-1s, and defense integrators to build more capable perception
systems for passenger vehicles, robotaxis, heavy machinery, and counter-drone systems.
Headquartered in Tel Aviv, Israel, Arbe also
operates offices in the United States, Germany, and China. For more information, visit https://arberobotics.com/
Forward-Looking Statements
This press release contains “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, including, but not limited to, statements regarding the expected timing, completion or size
of the offering, the expected gross proceeds therefrom, and the intended use of net proceeds therefrom. 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 possible delisting of the Company’s ordinary shares from Nasdaq in the event the bid price per share of the Company’s ordinary
shares remains below $1.00, the effect on the Israeli economy generally and on the Company’s business resulting from the terrorism and
the hostilities in Israel, including the continuing hostilities with Iran, Hezbollah and Hamas and any intensification of hostilities,
and the effect of the call-up of a significant portion of its working population, including the Company’s employees, the ability of the
Company to develop and market the Alerion radar system and deliver units in a timely and profitable manner, the ability of the Alerion
radar system to operate as planned under wartime conditions, and the risks 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, 2025, which was filed with
the Securities and Exchange Commission (the “SEC”) on March 27, 2026, 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.
Investor Relations:
Ehud Helft & Kenny Green
EK Global Investor Relations
investors@arberobotics.com
+1 212 378 8040
