Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Arbe Robotics Ltd. (the “Company”) is furnishing as Exhibit 99.1 its unaudited condensed consolidated financial statements for the six months ended June 30, 2026.
This Form 6-K (including Exhibit 99.1) is incorporated by reference in any registration statement on Form F-3 or S-8 of the Company that incorporates by reference material filed by the Company with the SEC.
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.
1
1
http://fasb.org/srt/2026#ChiefExecutiveOfficerMember
Exhibit 99.1
ARBE ROBOTICS LTD. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026
IN U.S. DOLLARS
UNAUDITED
INDEX
| | | Page |
| | | |
| Condensed Interim Consolidated Balance Sheets (unaudited) | | 2 |
| | | |
| 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 Unaudited Condensed Interim Consolidated Financial Statements | | 8–16 |
- - - - - - - - - - - - - - - - - - - - - - -
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
| |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
| ASSETS |
|
|
|
|
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|
| |
|
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| CURRENT ASSETS: |
|
|
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|
|
|
| Cash and cash equivalents | | $ | 5,037 | | | $ | 4,028 | |
| Restricted cash | | | 280 | | | | 280 | |
| Short-term bank deposits | | | 36,601 | | | | 40,690 | |
| Trade receivable, net | | | 807 | | | | 571 | |
| Other assets - funds held in escrow | | | 25,051 | | | | 24,525 | |
| Derivative assets | | | 237 | | | | - | |
| Prepaid expenses and other receivables | | | 1,733 | | | | 1,685 | |
| |
|
|
|
|
|
|
|
|
| Total current assets | | | 69,746 | | | | 71,779 | |
| |
|
|
|
|
|
|
|
|
| NON-CURRENT ASSETS: |
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|
|
|
|
|
|
|
| |
|
|
|
|
|
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|
|
| Operating lease right-of-use assets | | | 1,465 | | | | 893 | |
| Property and equipment, net | | | 999 | | | | 1,176 | |
| |
|
|
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|
|
|
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| Total non-current assets | | | 2,464 | | | | 2,069 | |
| |
|
|
|
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|
|
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|
| Total assets | | $ | 72,210 | | | $ | 73,848 | |
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
| |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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|
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|
|
|
| |
|
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| CURRENT LIABILITIES: |
|
|
|
|
|
|
| Trade payables | | $ | 422 | | | $ | 774 | |
| Operating lease liabilities | | | 485 | | | | 679 | |
| Employee and payroll accruals | | | 4,120 | | | | 3,706 | |
| Convertible bonds | | | 24,047 | | | | 24,757 | |
| Accrued expenses and other payables | | | 1,109 | | | | 2,950 | |
| Derivative liabilities | | | 145 | | | | 50 | |
| |
|
|
|
|
|
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| Total current liabilities | | | 30,328 | | | | 32,916 | |
| LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
| Operating lease liabilities | | | 1,375 | | | | 1,351 | |
| Warrant liability | | | 4 | | | | 12 | |
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| Total long-term liabilities | | | 1,379 | | | | 1,363 | |
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| SHAREHOLDERS’ EQUITY: |
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|
|
|
|
|
|
| Ordinary Shares | | | * | ) | | | * | ) |
| Additional paid-in capital | | | 358,397 | | | | 338,947 | |
| Accumulated deficit | | | (317,894 | ) | | | (299,378 | ) |
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|
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| Total shareholders’ equity | | | 40,503 | | | | 39,569 | |
| |
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| Total liabilities and shareholders’ equity | | | 72,210 | | | $ | 73,848 | |
| *) | Represents less than $1. |
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
U.S. dollars in thousands (except share and per share data)
| |
|
Six months ended June 30, |
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| |
|
2026 |
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|
2025 |
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| Revenues | | | 1,164 | | | | 314 | |
| Cost of revenues | | | 1,297 | | | | 797 | |
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| Gross loss | | | (133 | ) | | | (483 | ) |
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| Operating expenses: |
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| Research and development, net | | | 15,112 | | | | 17,909 | |
| Sales and marketing | | | 2,307 | | | | 2,678 | |
| General and administrative | | | 3,626 | | | | 3,771 | |
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| Total operating expenses | | | 21,045 | | | | 24,358 | |
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| Operating loss | | | (21,178 | ) | | | (24,841 | ) |
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| Financing income, net | | | 2,662 | | | | 865 | |
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| Net loss | | | (18,516 | ) | | | (23,976 | ) |
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| Basic and diluted net loss per ordinary share | | | (0.15 | ) | | | (0.23 | ) |
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| Weighted-average number of shares used in computing basic and diluted net loss per ordinary share | | | 125,576,293 | | | | 104,497,312 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
| |
|
Ordinary Shares |
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|
Additional paid-in |
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|
Accumulated |
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Total |
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Number |
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Amount |
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capital |
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Shareholders’ |
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equity |
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| Balance at December 31, 2025 | | | 109,188,112 | | | $ | * | ) | | $ | 338,947 | | | $ | (299,378 | ) | | $ | 39,569 | |
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| Issuance of ordinary shares, net of issuance costs | | | 13,225,000 | | | | - | | | | 17,081 | | | | - | | | | 17,081 | |
| Stock-based compensation | | | - | | | | - | | | | 2,222 | | | | - | | | | 2,222 | |
| Stock-based compensation to service providers | | | - | | | | - | | | | 91 | | | | - | | | | 91 | |
| Exercise of options and vested RSUs | | | 2,406,881 | | | | - | | | | 56 | | | | - | | | | 56 | |
| Exercise of warrants | | | 2,485,849 | | | | - | | | | - | | | | - | | | | - | |
| Net loss | | | - | | | | - | | | | - | | | | (18,516 | ) | | | (18,516 | ) |
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| Balance at June 30, 2026 (Unaudited) | | | 127,305,842 | | | $ | * | ) | | | 358,397 | | | | (317,894 | ) | | | 40,503 | |
| *) | Represents less than $1. |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
| |
|
Ordinary Shares |
|
|
Additional paid-in |
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|
Accumulated |
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Total |
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| |
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Number |
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Amount |
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capital |
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Shareholders’ |
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equity |
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| Balance at December 31, 2024 | | | 85,749,331 | | | $ | * | ) | | $ | 275,453 | | | $ | (252,957 | ) | | $ | 22,496 | |
| |
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| Issuance of ordinary shares, net of issuance costs | | | 10,332,031 | | | | - | | | | 30,758 | | | | - | | | | 30,758 | |
| Stock-based compensation | | | - | | | | - | | | | 5,573 | | | | - | | | | 5,573 | |
| Stock-based compensation to service providers | | | - | | | | - | | | | 364 | | | | - | | | | 364 | |
| Exercise of options and vested RSUs | | | 3,827,714 | | | | - | | | | 440 | | | | - | | | | 440 | |
| Conversion of convertible debentures | | | 8,233,177 | | | | - | | | | 21,837 | | | | - | | | | 21,837 | |
| Exercise of warrants | | | 342,682 | | | | - | | | | 493 | | | | - | | | | 493 | |
| Net loss | | | - | | | | - | | | | - | | | | (23,976 | ) | | | (23,976 | ) |
| |
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| Balance at June 30, 2025 (Unaudited) | | | 108,484,935 | | | $ | * | ) | | | 334,918 | | | | (276,933 | ) | | | 57,985 | |
|
*) |
Represents less than $1. |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| |
|
Six months ended June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| Cash flows from operating activities |
|
|
|
|
|
|
| |
|
|
|
|
|
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| Net Loss | | | (18,516 | ) | | | (23,976 | ) |
| |
|
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| Adjustments to reconcile loss to net cash used in operating activities: |
|
|
|
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|
| Depreciation | | | 243 | | | | 267 | |
| Share-based compensation | | | 2,222 | | | | 5,573 | |
| Warrants to service providers | | | 91 | | | | 364 | |
| Revaluation of warrants | | | (8 | ) | | | (7 | ) |
| Revaluation of convertible bonds | | | (477 | ) | | | 613 | |
| Finance income, net | | | (1,857 | ) | | | (2,063 | ) |
| |
|
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| Changes in operating assets and liabilities: |
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|
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|
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|
|
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| |
|
|
|
|
|
|
|
|
| Increase in trade receivable | | | (236 | ) | | | (131 | ) |
| Decrease (increase) in prepaid expenses and other receivables | | | (48 | ) | | | 536 | |
| Operating lease ROU assets and liabilities, net | | | (39 | ) | | | 104 | |
| Decrease in trade payables | | | (374 | ) | | | (137 | ) |
| Increase in employees and payroll accruals | | | 414 | | | | 287 | |
| Increase (decrease) in Derivative Liabilities / Assets | | | (142 | ) | | | 247 | |
| Increase (decrease) in accrued expenses and other payables | | | (1,841 | ) | | | 325 | |
| Net cash used in operating activities | | | (20,568 | ) | | | (17,998 | ) |
| |
|
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| Cash flows from investing activities: |
|
|
|
|
|
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|
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| Change in bank deposits, net | | | 4,710 | | | | (42,337 | ) |
| Purchase of property and equipment | | | (44 | ) | | | (84 | ) |
| Net cash provided by (used in) investing activities | | | 4,666 | | | | (42,421 | ) |
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| Cash flows from financing activities: |
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|
| Proceeds from issuance of ordinary shares, net of issuance costs | | | 17,081 | | | | 30,758 | |
| Proceeds from conversion of convertible debentures | | | - | | | | 21,696 | |
| Proceeds from exercise of warrants | | | - | | | | 493 | |
| Proceeds from exercise of options | | | 56 | | | | 440 | |
| Redemption of convertible bonds | | | (233 | ) | | | - | |
| Net cash provided by financing activities | | | 16,904 | | | | 53,387 | |
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| Increase (decrease) in cash, cash equivalents and restricted cash | | | 1,002 | | | | (7,032 | ) |
| Effect of exchange rate fluctuations on cash and cash equivalent | | | 7 | | | | 148 | |
| Cash, cash equivalents and restricted cash at the beginning of period | | | 4,308 | | | | 13,768 | |
| Cash, cash equivalents and restricted cash at the end of period | | | 5,317 | | | | 6,884 | |
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| Supplemental non-cash disclosure: |
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| Purchase of property and equipment | | | 22 | | | | 37 | |
| Issuance of convertible bonds | | | - | | | | 21,837 | |
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| Supplemental disclosure of cash flows activities: |
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| Interest paid | | | 563 | | | | 287 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 1: - General
| a. | Arbe Robotics Ltd. (the “Company”) was founded and registered on November 4, 2015, and commenced its activity in January 2016. The Company, a global leader in perception radar solutions, is spearheading a radar revolution, enabling safe driver-assist systems today while paving the way to full autonomous-driving. The Company’s radar technology is a critical sensor for L2+ and higher autonomy. The Company is a provider of imaging radar solutions, and we are leading a radar revolution, bringing uncompromised imaging capabilities to various markets. In the private automotive market we are enabling safe driver-assist systems today while paving the way for fully autonomous driving in the future. In the private automotive market, we are a Tier 2 supplier, empowering Tier-1 companies, which are companies that supply parts or systems directly to OEMs (car manufacturers), autonomous ground vehicles, commercial and industrial vehicles. We are both chipset providers and solution providers for other markets, such as defense and homeland security, roboraxi, robotrucks, offhighway vehicles and a wide array of safety applications with next-generation sensing based on our proprietary chipset and perception algorithms. |
The Company’s ordinary shares are listed on the Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”) under the symbols “ARBE,” the Company’s publicly traded warrants are listed on Nasadaq under the symbol “ARBEW,” and the Company’s convertible bonds are listed on TASE. Pursuant to statutory exemption available for dual listed companies under the Israeli securities and companies’ laws, since the Company’s ordinary shares are listed on Nasdaq and TASE, the Company’s reporting requirements are in substance in accordance with the provisions applicable to Nasdaq listed foreign private issuers.
| b. | On October 26, 2017, the Company established a Delaware subsidiary, Arbe Robotics US Inc. Arbe Robotics US Inc is engaged mainly in the Company’s sales and will operate as the Company’s distributor in the U.S. |
| c. | On February 5, 2024, the Company established a Chinese subsidiary, Shanghai Arbe Technologies Co., Ltd (“Arbe China”). Arbe China was formed to assist mainly in providing customer support in the China region. |
| d. | The Company depends on one supplier for the development and productization of its products. If this supplier fails to deliver or delays the delivery of the necessary products, the Company will be required to seek alternative sources of supply. A change in supplier could result in manufacturing delays and increased costs, which could result in a possible loss of sales which would adversely affect the Company’s business, prospects, results of operations and financial position. |
As the Company operates internationally and its revenue is derived also from sales outside of Israel, the business is affected by inflation, supply chain issues and economic conditions in countries in which the Company is seeking to conduct business, security and cybersecurity issues, fiscal and monetary policies, tariffs, interest rates and regulations affection the automotive industry, the timing by the automotive and other industries on the introduction of unmanned automobiles and other unmanned devices, safety concerns and well as the effect of regional conflicts and steps taken by governments with respect to parties to such conflicts. As an Israeli company, the Company is also subject to the effect on Israel and the Israeli economy of the present hostilities with Iran and Hezbollah. On February 28, 2026, the United States and Israel launched military attacks against Iran. In support of Iran, Hezbollah commenced strikes against Israel, and Israel responded with air and ground attacks against Lebanon.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 1: - General (CONT.)
As a result of these hostilities, missiles and drones were fired at Israel, including Tel Aviv, on a daily basis. There was a call-up of Israel’s working population, including some of our employees. Although ceasefires have been announced, the ceasefires have been frequently violated.
As of the date of these financial statements, our operations and financial results have not been affected in any material manner, and we are constantly considering and taking different measures to address these conflict risks.
| e. | The Company has incurred losses from operations since its inception and has had negative cash flow from operating activities. Based on its current operating plans, the Company believes that its existing cash and cash equivalents together with anticipated cash generated from operations will be sufficient to meet the Company’s working capital requirements for at least one year from the date of the issuance of these condensed consolidated financial statements. |
Note 2: - Significant Accounting Policies
| a. | Unaudited interim consolidated financial statements: |
The accompanying unaudited interim consolidated financial statements for 6 months ended June 30, 2026 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.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 2: - Significant Accounting Policies (CONT.)
The balance sheet as of December 31, 2025 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.
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, 2025.
The significant accounting policies disclosed in the Company’s audited 2025 consolidated financial statements and notes thereto have been applied consistently to these unaudited interim consolidated financial statements. Results for the six months ended June 30, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026.
NOTE 3: - REVENUE
Disaggregation of Revenues
Revenue disaggregated by geography for the six months ended June 30, 2026 and 2025, based on the billing address of the Company’s customers, consists of the following:
| | | Six Months Ended June 30, | |
| | | 2026 | | | 2025 | |
| | | Revenue | | | % of Revenue | | | Revenue | | | % of Revenue | |
| Revenue by geography: | | | | | | | | | | | | |
| Israel | | $ | 464 | | | | 39.9 | % | | $ | - | | | | - | % |
| China (excluding Hong Kong) | | | 400 | | | | 34.3 | % | | | - | | | | - | % |
| Sweden | | | 195 | | | | 16.8 | % | | | 180 | | | | 57.3 | % |
| USA | | | 105 | | | | 9 | % | | | 118 | | | | 37.6 | % |
| Hong Kong | | | - | | | | - | | | | 16 | | | | 5.1 | % |
| Total revenue | | $ | 1,164 | | | | 100 | % | | $ | 314 | | | | 100 | % |
Revenue is derived from chipsets (74%) and professional services (26%).
Remaining Performance Obligation
The Company’s remaining performance obligations are comprised of product and services revenue not yet performed. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $1,000 , which the Company expects to recognize as revenue over the next months.
Major Customers:
During the six months ended June 30, 2026, the Company had four customers that accounted for 37.8%, 34.4%, 16.8% and 9%, respectively, of revenues.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 3: - REVENUE (CONT.)
During the six months ended June 30, 2025, the Company had two customers that accounted for 57.4% and 37.5%, respectively, of revenues.
No other customer accounted for 10% or more of revenues in six months ended June 30, 2026 or 2025. The 10% customers were different customers in each of 2026 and 2025.
Note 4: - COMMITMENTS AND CONTINGENT LIABILITIES
| a. | 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 June 30, 2026, the Company obtained grants aggregating to $3,984 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 amount 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. |
| b. | On February 23, 2026, the Company received a VAT appeal decision from the Israeli VAT authorities, requiring it to pay an additional NIS 865,080 ($271) plus interest of NIS 310,448 ($97) in connection with October 2021 merger with Industrial Tech Acquisitions Inc. (“ITAC”) had not been previously approved for withholding by the VAT authorities The Company has appealed this decision. |
Note 5: - LEASES
The Company has six non-cancelable operating lease agreements for 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 includes renewal options in the determination of the lease term when it is reasonably certain that such options will be exercised.
Supplemental cash flow information related to leases was as follows:
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| | | | | | | | | |
| Cash payments and expenses related to operating leases | | $ | (292 | ) | | $ | (307 | ) |
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 5: - LEASES (CONT.)
Maturities of lease liabilities as of June 30, 2026, were as follows:
| | | Operating leases | |
| | | | |
| 2026 (six months ended December 31, 2025) | | $ | 350 | |
| 2027 | | $ | 615 | |
| 2028 and after | | $ | 1,119 | |
| | | | | |
| Total lease payments | | $ | 2,084 | |
Supplemental balance sheet information related to operating leases was as follows:
| | | June 30, | |
| | | 2026 | |
| Operating lease right-of-use assets | | | 1,465 | |
| Current maturities of operating leases | | | 485 | |
| Long-term operating lease liabilities | | | 1,375 | |
| Weighted average remaining lease term (in years) | | | 3.38 | |
| Weighted average discount rate | | | 9.6 | % |
Note 6: - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company entered into several call option contracts during 2026 and 2025. The fair values of outstanding derivative instruments were as follows:
| | | June 30, 2026 | | | December 31, 2025 | |
| | | | | | | |
| Derivative assets | | $ | 237 | | | $ | - | |
| Derivative liabilities | | $ | 145 | | | $ | 50 | |
During the six months ended June 30, 2026 and 2025, the Company, recognized finance income / loss of $142 and ($246), respectively, from these derivative positions.
Note 7: - warrant liability
As a result of the October 2021 Merger with ITAC, the Company assumed a derivative warrant liability related to 3,112,080 private placement warrants assumed by the Company. The warrants expire on October 7, 2026.
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 $2.41.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 7: - warrant liability (CONT.)
The warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations. For the six months ended June 30 2026 and 2025 the Company recognized ($8) and ($7), respectively, with respect with those warrants as finance expenses (income).
Note 8: - CONVERTIBLE BONDS
On January 16, 2026, pursuant to the amendment of the terms of the bonds, convertible bonds in the aggregate principal amount of NIS 836,842 were, voluntarily redeemed for approximately $230.
Note 9: - Share Capital
On January 26, 2026, the Company raised gross proceeds of $18,500 in an underwritten registered public offering, for sale of 13,225,000 ordinary shares at a purchase price of $1.40 per share. The aggregate net proceeds, after issuance costs, received by the Company from the offering were $17,081. The offering closed on January 27, 2026.
Note 10: - SHARE BASED COMPENSATION
| a. | A summary of the stock option activity under the Company’s equity plans during the six months ended June 30, 2026 is as follows: |
| | | Outstanding share options | | | Weighted- average exercise price ($) | | | Weighted average remaining contractual life (years) | | | Aggregate intrinsic value ($ in thousands) | |
| Options: | | | | | | | | | | | | |
| Outstanding as of December 31, 2025 | | | 4,083,497 | | | | 4.38 | | | | 5.53 | | | | 326,730 | |
| | | | | | | | | | | | | | | | | |
| Granted | | | - | | | | - | | | | | | | | | |
| Forfeited | | | (206,462 | ) | | | 3.728 | | | | | | | | | |
| Exercised | | | (75,470 | ) | | | 0.815 | | | | | | | | | |
| Outstanding as of June 30, 2026 | | | 3,801,565 | | | | 4.486 | | | | 5.856 | | | | 199,314 | |
| | | | | | | | | | | | | | | | | |
| Exercisable as of June 30, 2026 | | | 3,453,222 | | | | 4.713 | | | | 4.552 | | | | 199,314 | |
| | | | | | | | | | | | | | | | | |
| Options and RSUs available for future grants | | | 2,369,274 | | | | | | | | | | | | | |
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Note 10: - SHARE BASED COMPENSATION (CONT.)
A summary of the Company’s RSUs activity during the six months ended June 30, 2026 is as follows:
| | | Numbers of RSUs | |
| RSUs: | | | |
| Outstanding as of December 31, 2025 | | | 3,143,418 | |
| Granted | | | 3,527,125 | |
| Forfeited | | | (178,437 | ) |
| Vested | | | (2,331,411 | ) |
| Outstanding as of June 30, 2026 | | | 4,160,695 | |
No options were granted during the six months ended June 30, 2026 and 2025.
| c. | The following table presents share-based compensation expense for employees included in the Company’s consolidated statements of operations: |
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| | | | | | | |
| Research and development | | | 1,624 | | | | 3,702 | |
| Sales and marketing | | | 177 | | | | 930 | |
| General and administrative | | | 390 | | | | 849 | |
| Cost of revenues | | | 31 | | | | 92 | |
| | | | | | | | | |
| Total stock-based compensation expense | | | 2,222 | | | | 5,573 | |
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 six months ended June 30, 2026 and 2025.
During the six months ended June 30, 2026 and 2025, the Company recognized the total fair value of warrants issued to non-employee service providers of $91 and $364, respectively.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11: - NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods presented:
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| Basic and diluted | | | | | | |
| Numerator: | | | | | | |
| Net loss | | $ | (18,516 | ) | | $ | (23,976 | ) |
| | | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted-average shares used in computing loss per share attributable to ordinary shareholders, basic and diluted | | | 125,576,293 | | | | 104,497,312 | |
| Loss per share attributable to ordinary shareholders, basic and diluted | | $ | (0.15 | ) | | $ | (0.23 | ) |
The potential ordinary shares that were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the six months ended June 30, 2026 and 2025 because including them would have been anti-dilutive are as follows:
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| | | | | | | |
| Convertible bonds | | | 9,265,580 | | | | 3,309,320 | |
| Warrants | | | 26,268,168 | | | | 26,268,168 | |
| Outstanding share options and RSUs | | | 7,962,260 | | | | 7,415,451 | |
| | | | | | | | | |
| Total | | | 43,496,008 | | | | 36,992,939 | |
NOTE 12: - SEGMENT INFORMATION
The Company operates as a single operating and reportable segment and is managed on a consolidated basis. The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), allocates resources and evaluates performance primarily based on net loss.
The CODM regularly reviews revenues, operating expenses by function, assets, liabilities and cash balances. The CODM also reviews stock-based compensation expense separately from the consolidated statements of operations and Adjusted EBITDA. Assets, liabilities, and cash balances are based on the amounts reported in the consolidated balance sheets.
Adjusted EBITDA, a non-GAAP measurement, represents net loss adjusted for financial expenses (income), net, depreciation and amortization, stock-based compensation expense and other non-cash or non-recurring items, as applicable. The CODM also uses Adjusted EBITDA to evaluate operating performance, compare actual results to budgets and forecasts, and support capital allocation and strategic planning decisions.
ARBE ROBOTICS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12: - SEGMENT INFORMATION (CONT.)
The following table presents financial information for the Company’s single reportable segment for the six months ended June 30, 2026 and 2025. The table includes the measure of segment profit or loss used by the CODM, Adjusted EBITDA, as well as significant segment expenses regularly reviewed by the CODM:
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| | | | | | | |
| Revenues | | $ | (1,164 | ) | | $ | (314 | ) |
| Cost of revenues | | | 1,297 | | | | 797 | |
| Gross margin ($) | | | (133 | ) | | | (483 | ) |
| | | | | | | | | |
| Operating Expenses: | | | | | | | | |
| Research and development, net | | | 13,421 | | | | 14,046 | |
| Sales and marketing | | | 2,116 | | | | 1,723 | |
| General and administrative | | | 3,227 | | | | 2,744 | |
| Total operating expenses | | | 18,764 | | | | 18,513 | |
| | | | | | | | | |
| Stock-based compensation | | | 2,281 | | | | 5,845 | |
| | | | | | | | | |
| Operating loss | | | (21,178 | ) | | | (24,841 | ) |
| | | | | | | | | |
| Financial income, net | | | (2,662 | ) | | | (865 | ) |
| | | | | | | | | |
| Net loss | | | (18,516 | ) | | | (23,976 | ) |
| | | | | | | | | |
| Adjusted EBITDA | | $ | (18,622 | ) | | $ | (18,637 | ) |
| | | Six months ended June 30, | |
| | | 2026 | | | 2025 | |
| | | | | | | |
| GAAP net loss attributable to ordinary shareholders | | $ | (18,516 | ) | | $ | (23,976 | ) |
| Add: | | | | | | | | |
| Financial income, net | | | (2,662 | ) | | | (865 | ) |
| Depreciation | | | 243 | | | | 267 | |
| Share-based compensation | | | 2,222 | | | | 5,573 | |
| Warrants to service providers | | | 91 | | | | 364 | |
| | | | | | | | | |
| Adjusted EBITDA | | $ | (18,622 | ) | | $ | (18,637 | ) |
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