STOCK TITAN

SuperCom H1 2026 net income falls to $2.43M

SuperCom Ltd. (SPCB) reported first-half 2026 revenue of $15.7 million, up 11% from $14.2 million a year earlier.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

SuperCom Ltd. (SPCB) reported first-half 2026 revenue of $15.7 million, up 11% from $14.2 million a year earlier. Gross profit rose 12% to $9.7 million, and gross margin was 62%, versus 61%. IoT revenue increased $2.8 million while e-Gov revenue declined $1.5 million.

Net income was $2.432 million, compared with $5.320 million. Net financial results shifted to a $743,000 expense from $3.002 million of income, mainly because the 2025 period included a $4.2 million gain on debt conversion. The 2026 period also included a $1.09 million income-tax benefit. Operating expenses rose to $7.6 million from $6.4 million.

Net cash used in operating activities was $4.014 million, versus $2.176 million. At June 30, 2026, cash, cash equivalents and restricted cash totaled $7.455 million. SuperCom said $6 million remained available to draw during the 12 months following the balance-sheet date, under certain conditions, and said it saw no substantial doubt about funding operations for at least 12 months from issuance. On July 14, 2026, SuperCom raised approximately $7.5 million in gross proceeds in a registered direct offering by selling 732,683 ordinary shares.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

How the balance works

Positive

  • Moderate pointRevenue increased 11% to $15.7 million in the first half of 2026.
  • Moderate pointGross profit increased 12% to $9.7 million; gross margin was 62%.

Negative

  • Moderate pointNet income was $2.432 million, compared with $5.320 million.
  • Moderate pointNet cash used in operations rose to $4.014 million from $2.176 million.
  • Minor pointNet financial results shifted from $3.002 million of income to a $743,000 expense.

Filing Explained

At June 30, SuperCom reported $12,677 thousand of Fortress debt and $5,824 thousand of subordinated debt, alongside 198,833 completed first-half share issuances.

SuperCom's September 30 Form 6-K furnishes unaudited financial statements and management's discussion for the six months ended June 30, 2026, and incorporates the report by reference into specified registration statements. At June 30, the filing reports $12,677 thousand outstanding under the Fortress credit facility and $5,824 thousand of subordinated debt; it also records 198,833 shares issued during the first half through option and warrant exercises and debt conversion.

The Fortress amendment extended the loan maturity to December 31, 2028 and deferred monthly interest and principal payments to maturity; the subordinated debt is separately reported as outstanding.

The 198,833 completed share issuances increased the share count and, absent offsetting changes, reduce existing holders' percentage ownership.

Revenue $15.7 million First six months of 2026; up 11% from $14.2 million in 2025
Gross profit $9.7 million First six months of 2026; up 12% from $8.7 million in 2025
Gross margin 62% First six months of 2026, compared with 61% in 2025
Net income $2.432 million First six months of 2026, compared with $5.320 million in 2025
Net financial results $743,000 net expense First six months of 2026; $3.002 million net income in 2025
Net cash used in operating activities $4.014 million First six months of 2026, versus $2.176 million in 2025
Cash, cash equivalents and restricted cash $7.455 million As of June 30, 2026
July 14, 2026 registered direct offering Approximately $7.5 million gross proceeds; 732,683 ordinary shares Offering completed on July 14, 2026
gross margin financial
"Our gross margin increased to 62%"
Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.
deferred tax asset financial
"recognition of a $1.09 million deferred tax asset"
A deferred tax asset is an accounting recognition that a company expects to pay less tax in the future because of past losses or timing differences between accounting and tax rules; think of it as an IOU from the tax system that can reduce future tax bills. It matters to investors because it can boost future cash flow and reported profits if the company generates enough taxable income to use it, but its value depends on realistic prospects for future earnings.
tax loss carryforwards financial
"partial utilization of tax loss carryforwards during 2026"
Subordinated Debt financial
"aggregate gross proceeds of $12,000 of subordinated debt (“Subordinated Debt”)"
Subordinated debt is a type of loan that is paid back after other debts have been settled if a company encounters financial trouble. It is considered riskier for lenders because they have lower priority in getting repaid, similar to being last in line during a payout. For investors, this means higher potential returns in exchange for taking on more risk.
EBITDA Leverage Ratio financial
"dependent on the EBITDA Leverage Ratio"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were SPCB's first-half 2026 revenue and net income?

SPCB reported $15.7 million in revenue, up 11% from $14.2 million, and net income of $2.432 million, compared with $5.320 million in the first half of 2025.

Why did SPCB's net income decline in the first half of 2026?

The decrease was primarily attributable to a $1.2 million increase in operating expenses and a $3.7 million unfavorable change in net financial results, partially offset by a $1.0 million increase in gross profit and a $1.09 million income-tax benefit.

How much could SuperCom draw under its Fortress facility after June 30, 2026?

As of June 30, 2026, the Credit Facility balance was $12.677 million, and $6 million remained available for draws during the 12 months following the balance-sheet date, under certain conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false2026-06-3020260001291855Q2--12-31
 

 

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: 001-33668

 

 

 

SUPERCOM LTD.

(Translation of Registrant’s name into English)

 

 

 

3, Rothschild Street,

Tel Aviv,

Israel

(Address of principal executive office)

 

 

   

  Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

SuperCom Ltd. (the “Company”) is furnishing its unaudited condensed consolidated financial statements as of June 30, 2026 and for the six month period then ended as Exhibit 1 to this Form 6-K, and is furnishing its Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes the Company’s financial condition and results of operations as of June 30, 2026 and for the six month period then ended as Exhibit 2 to this Form 6-K.

 

This report on Form 6-K, including its exhibits, is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8, File No. 333-175785, 333-121231, and

 

333-293484 and on Form F-3 File No. 333-261442 and 333-287163.

 

6-K Items

 

1. Condensed Interim Consolidated Financial Statements of SuperCom Ltd. and its subsidiaries as of June 30, 2026.

 

2. Management's Discussion and Analysis of Results Operations.

 

101.1NS   XBRL Instance Document

 

101.SCH  XBRL Taxonomy Extension Schema Document

 

101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document

 

101.LAB  XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

 

101.DEF  XBRL Taxonomy Extension Definitions Linkbase Document

 

 

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. 

 

 

SuperCom Ltd.

 

By: /s/ Arie Trabelsi 

Name: Arie Trabelsi 

Title: Chairman of the Board 

 

Date: September 30, 2026

 

 
Employee related includes employee salaries and commissions, payroll taxes, benefits, and outsourced Labor costs excluding amounts included in cost of revenues. 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Exhibit 1

 

image_002.jpg

 

SUPERCOM LTD.

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of June 30, 2026 

(Unaudited)

 

IN U.S. DOLLARS

 

INDEX

 

 Page
  
Interim Consolidated Balance Sheets2
  
Interim Consolidated Statements of Operations3
  
Interim Statements of Changes in Shareholders' equity4
  
Interim Consolidated Statements of Cash Flows5
  
Notes to Condensed Interim Consolidated Financial Statements6 - 10

 

 

SUPERCOM LTD.

 

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

 

   

June 30,

2026 

   

December 31,

2025 

 
    Unaudited     Audited  
CURRENT ASSETS                
Cash and cash equivalents     7,429       9,829  
Bank Deposit     -       2,366  
Restricted bank deposits     26       57  
Accounts receivable, net of allowance for doubtful accounts of $8,697 as of June 30, 2026 and December 31, 2025, respectively     17,074       15,045  
Other current assets     2,382       2,566  
Inventories, net (Note 3)     3,538       2,209  
Patents     5,283       5,283  
Total current assets     35,732       37,355  
                 
LONG-TERM ASSETS                
Long term trade receivables, net of credit losses allowance of $6,816 and $6,816, as of June 30, 2026 and December 31, 2025, respectively     12,882       9,614  
Property and equipment, net     2,876       3,023  
Other intangible assets, net (Note 4)     6,010       5,791  
Goodwill     7,026       7,026  
Other Long-term assets     11,561       5,570  
Total Long-Term assets     40,355       31,024  
                 
TOTAL ASSETS     76,087       68,379  
                 
CURRENT LIABILITIES                
Trade payables     2,346       1,151  
Employees and payroll accruals     1,490       1,632  
Accrued expenses and other liabilities     564       345  
Deferred revenue     348       778  
Short-term Operating Lease Liabilities     673       425  
Short-term loan and other     797       359  
Total current liabilities     6,218       4,690  
                 
LONG-TERM LIABILITIES                
Long-term loan     19,341       18,713  
Other long-term liabilities     382       382  
Operating lease liabilities     2,349       1,082  
Total non-current liabilities     22,072       20,177  
                 
SHAREHOLDERS' EQUITY:                
Ordinary shares     74,824       74,823  
Additional paid-in capital     73,080       71,228  
Accumulated deficit     (100,107 )     (102,539 )
Total shareholders' equity     47,797       43,512  
                 
Total Liabilities and Shareholders' Equity     76,087       68,379  

 

The accompanying notes are an integral part of these interim consolidated financial statements.

2 

 

SUPERCOM LTD.

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

   

    Six Months Ended June 30  
    2026     2025  
    Unaudited     Unaudited  
REVENUES     15,700       14,188  
                 
COST OF REVENUES     6,015       5,510  
                 
GROSS PROFIT     9,685       8,678  
                 
OPERATING EXPENSES                
Research and development, net     2,023       1,813  
Sales and marketing     1,974       1,362  
General and administration     3,267       3,056  
Other expenses     336       129  
Total operating expenses     7,600       6,360  
                 
OPERATING INCOME     2,085       2,318  
                 
FINANCIAL INCOME (EXPENSE), NET     (743 )     3,002  
                 
PROFIT BEFORE INCOME TAX     1,342       5,320  
                 
INCOME TAX BENEFIT     1,090       -  
                 
NET PROFIT FOR THE PERIOD     2,432       5,320  
                 
NET PROFIT PER SHARE                
                 
Basic     0.44       1.32  
                 
Diluted     0.44       1.32  
                 
Weighted average number of ordinary shares used in computing basic net loss per share     5,478,094       4,027,217  
                 
Weighted average number of ordinary shares used in computing diluted net loss per share     5,516,876       4,044,817  

 

The accompanying notes are an integral part of these interim consolidated financial statements.

3 

 

SUPERCOM LTD.

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands, except share data)

  

    Ordinary shares                    
    Number of
Shares
    Share
capital
   

Additional

paid-in
capital

    Accumulated
deficit
    Total shareholder’s
equity
 
                               
Balance as of December 31, 2022     210,316       3,057       103,000       (102,926 )     3,131  
Changes during the six months ended June 30, 2023 (unaudited):                                        
Net loss     -       -       -       (2,590 )     (2,590 )
Exercise of options and debt conversion     22,027       301       424       -       725  
Share Issuance     46,410       1,552       649       -       2,201  
                                         
Balance as of June 30, 2023 (unaudited)     278,753       4,910       104,073       (105,516 )     3,467  
                                         
Balance as of December 31, 2023     664,552       9,094       102,670       (106,948 )     4,816  
Changes during the six months ended June 30, 2023 (unaudited):                                        
Net profit     -       -       -       2,963       2,963  
Exercise of options and debt conversion     901,086       7,415       (4,140 )     -       3,275  
Share Issuance     405,808       5,460       (2,707 )     -       2,753  
                                         
Balance as of June 30, 2024 (unaudited)     1,971,446       21,970       95,822       (103,985 )     13,807  
                                         
Balance as of December 31, 2024     2,172,855       29,238       88,746       (106,287 )     11,697  
Changes during the six months ended June 30, 2025 (unaudited):                                        
Net profit     -       -       -       5,320       5,320  
Stock based compensation     -       -       223       -       223  
Exercise of options and debt conversion     1,030,098       14,421       (10,065 )     -       4,356  
Share Issuance     1,480,553       20,681       (5,026 )     -       15,655  
                                         
Balance as of June 30, 2025 (unaudited)     4,683,506       64,340       73,878       (100,967 )     37,251  
                                         
Balance as of December 31, 2025     5,369,367       74,823       71,228       (102,539 )     43,512  
Changes during the six months ended June 30, 2026 (unaudited):                                        
Net profit     -       -       -       2,432       2,432  
Stock based compensation     -       -       680       -       680  
Exercise of options, warrants and debt conversion     198,833       1       1,172       -       1173  
                                         
Balance as of June 30, 2026 (unaudited)     5,568,200       74,824       73,080       (100,107 )     47,797  

 

The accompanying notes are an integral part of these interim consolidated financial statements. 

4 

 

SUPERCOM LTD.

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW 

(U.S. dollars in thousands)

       
    Six Months Ended June 30  
    2026     2025  
    Unaudited     Unaudited  
Cash flows from operating activities:                
                 
Net profit     2,432       5,320  
                 
Adjustments to reconcile net income to net cash used in operating activities:                
Depreciation and amortization     1,667       1,726  
Increase in trade receivables, net     (5,297 )     (7,058 )
Decrease in other current assets     184       134  
Increase in inventories, net     (1,329 )     (113 )
Increase in trade payables     1,195       259  
Increase in deferred tax     (1,090 )     -  
Increase (decrease) in employees and payroll accruals     (142 )     66  
Increase (decrease) in long-term loan and other debt     721       (2,539 )
Increase in other non-current assets.net     (2,661 )     -  
Stock-based compensation     680       223  
Lease liabilities (ROU)     (163 )     -  
Increase (decrease) in accrued expenses and other liabilities     (211 )     8  
Change in fair value of derivative warrants liability     -       (202 )
Net cash used in operating activities     (4,014 )     (2,176 )
                 
Cash flows from investing activities:                
Purchase of property and equipment     (1,110 )     (1,420 )
Investment in bank deposit     2,366          
Capitalization of software development costs     (1,191 )     (941 )
Net cash provided by (used in) investing activities     65       (2,361 )
                 
Cash flows from financing activities:                
Proceed from Issuance of share capital, and exercise of options and warrants, net     1,518       16,420  
Net cash provided by (used in) financing activities     1,518       16,420  
                 
Increase (decrease) in cash, cash equivalents and restricted cash     (2,431 )     11,883  
Cash, cash equivalents and restricted cash at the beginning of the year     9,886       3,538  
                 
Cash, cash equivalents and restricted cash at the end of the period     7,455       15,420  

 

 The accompanying notes are an integral part of these interim consolidated financial statements.

5 

 

SUPERCOM LTD.

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands, unless otherwise indicated.)

 

NOTE 1: GENERAL

 

a. Founded in 1988, SuperCom Ltd. is a global provider of traditional and digital identity solutions, advanced Internet of Things ( “IoT”) and connectivity solutions, and cyber security products and solutions, to governments and private and public organizations throughout the world. In these consolidated financial statements all references to “SuperCom,” the “Company,” “we,” “us” or “our” are to SuperCom Ltd., a company organized under the laws of the State of Israel, and its subsidiaries, unless the context otherwise provides.

 

We are comprised of three main Strategic Business Units (SBU): e-Gov, IoT and Connectivity, and Cyber Security:

 

e-Gov

 

Through our proprietary e-Government platforms and innovative solutions for traditional and biometrics enrollment, personalization, issuance and border control services, we have helped governments and national agencies design and issue secured multi-identification, or Multi-ID, documents and robust digital identity solutions to their citizens, visitors and lands.

 

We have focused on expanding our activities in the traditional identification, or ID, and electronic identification, or e-Gov, market, including the design, development and marketing of identification technologies and solutions to governments in Europe, Asia, America and Africa using our e-Government platforms. Our activities include: (i) utilizing paper secured by different levels of security patterns (UV, holograms, etc.); and (ii) electronic identification secured by biometric data, principally in connection with the issuance of national Multi-ID documents (IDs, passports, driver’s licenses, vehicle permits, and visas, Secure Land Certificated) border control applications and Land Information System (LIS).

    

IoT and Connectivity

 

Our IoT products and solutions reliably identify, track and monitor people or objects in real time, enabling our customers to detect unauthorized movement of people, vehicles and other monitored objects. We provide all-in-one field proven IoT suite, accompanied with services specifically tailored to meet the requirements of an IoT solutions.  Our proprietary IoT suite of hybrid hardware, connectivity and software components are the foundation of these solutions and services. Our IoT division has primarily focused on growing the following markets: (i) public safety; (ii) healthcare and homecare; (iii) Smart Cities; (iv) Smart Campus; and (iv) transportation.

 

During 2006, we identified the growing electronic tracking and monitoring vertical markets for public safety, real time healthcare and homecare, and transportation management. We have developed the PureRF Hybrid suite of wrist devices, connectivity, and controlling software, from 2012 we have developed the next generation IoT suite of devices, connectivity and Monitoring software; the PureSecurity Hybrid Suite of wrist band, tags, beacons, PureCom, Pure Monitors, PureTrack and other components.

 

On January 1, 2016, we acquired Leaders in Community Alternatives, Inc. (“ LCA”). LCA is a California based, private criminal justice organization, providing community-based services and electronic monitoring programs to government agencies in the U.S. for more than 25 years. LCA offers a broad range of competitive solutions for governmental institutions across the U.S. in addressing realignment strategies and plans.

 

Connectivity

 

In 2016, as part of our strategy to enhance and broaden our IoT connectivity products and solutions offerings for public safety, enterprises, hospitality and smart cities markets, on May 18, 2016, we acquired Alvarion Technologies Ltd., or Alvarion. Alvarion designs solutions for carrier wi-fi, enterprise connectivity, smart city, smart hospitality, connected campuses and connected events that are both complete and heterogeneous to ensure ease-of-use and optimize operational efficiency. Carriers, local governments and hospitality sectors worldwide deploy Alvarion’s intelligent wi-fi networks to enhance productivity and performance, as well as its legacy backhaul services and products.

 

Cyber Security

 

During 2015, we identified the cyber security market as a very fast-growing market where we believe that SuperCom has major advantages due to synergic technologies and a shared customer base to our e-Gov, IoT and connectivity SBUs. In 2015, we acquired Prevision Ltd., or Prevision, a company with a strong presence in the market and a broad range of competitive and well-known cyber security services. During the first quarter of 2016, we acquired Safend Ltd, or Safend, an international provider of cutting edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection, encryption methodologies, and comprehensive device and port control. Safend maps sensitive information and controls data flow through email, web, external devices and additional channels.

 

Both acquisitions significantly expanded the breadth of our cyber security capabilities globally, while providing us with outstanding market and technological experts and over 3,000 customers in the United States, Europe, and Asia, and more than three million software license seats deployed by multinational enterprises, government agencies and small to mid-size companies around the globe, together with leading data and cyber security platforms and technologies.

 

6

 

SUPERCOM LTD.

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands, unless otherwise indicated.)

 

NOTE 1: GENERAL (Cont.)

 

b. Liquidity Analysis

 

The Company has experienced significant cash outflows from cash used in operating activities over the past 3 years. As of six months ended June 30, 2026, the Company had an accumulated deficit of $100,107 and net cash used in operating activities of $4,014, compared to $2,176 for six months ended June 30, 2025.

 

Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and noted that as of June 30, 2026, the Company had cash, cash equivalent, and restricted cash of $7,455 and positive working capital of $29,514.

 

Additionally, the Company secured financing of $20,000 Fortress Investment Group during 2018, of which, $6,000 remains available to the Company to draw during the 12 months following the balance sheet date, under certain conditions. Throughout 2021, the Company also secured through the issuance of multiple notes, aggregate gross proceeds of $12,000 of subordinated debt (“Subordinated Debt”) and $1,600 of promissory notes. In 2022, the Company raised a net amount of approximately $5,848 in proceeds from accredited investors . To date, the Company has used the proceeds from the secured financing, subordinated debt and private placement and public offerings (i) to satisfy certain indebtedness; and (ii) for general corporate purposes and (iii) working capital needs for multiple new government customer contracts with significant positive cash flow.

 

On March 30, 2023, the Company raised approximately $2,400 in gross proceeds in a registered direct offering with a single accredited institutional investor through the sale of an aggregate of 24,250 of its ordinary shares, and 51,631 pre-funded warrants to purchase ordinary shares with an exercise price of $0.0002 per share, and concurrent private placement to such Purchaser of the Company’s private warrants to purchase an aggregate of 75,881 of its ordinary shares at an exercise price of $33.2 per share.

 

On August 3, 2023, the Company raised approximately $2,750 in gross proceeds in a registered direct offering with a single accredited institutional investor through the sale of an aggregate of 33,050 of its ordinary shares, and 128,715 pre-funded warrants to purchase ordinary shares with an exercise price of $0.0002 per share, and concurrent private placement to such Purchaser of the Company’s private warrants to purchase an aggregate of 161,765 of its ordinary shares at an exercise price of $17.00 per share.

 

On November 15, 2023, the Company raised approximately $2,000 in gross proceeds in a warrant exercise and reload with a single accredited institutional investor through warrant exercise of 54,050 warrant to ordinary shares, and warrant exercise of 183,596 warrant to pre-funded warrants to purchase ordinary shares with an exercise price of $0.0002 per share, and concurrent warrant reload to such Purchaser of the Company’s private warrants to purchase an aggregate of 475,291 of its ordinary shares at an exercise price of $10 per share.

 

On April 19, 2024, the Company raised approximately $2,900 in gross proceeds in a registered direct offering with a single accredited institutional investor through the sale of an aggregate of 143,695 of its ordinary shares, and 262,114 pre-funded warrants to purchase ordinary shares with an exercise price of $0.0002 per share, and concurrent private placement to such Purchaser of the Company’s private warrants to purchase an aggregate of 405,808 of its ordinary shares at an exercise price of $7.60 per share

 

On January 31, 2025, the Company raised approximately $6,000 in gross proceeds in a registered direct offering with a two accredited institutional investor through the sale of an aggregate of 545,454 of its ordinary shares.

 

On February 19, 2025, the Company raised approximately $8,237 in gross proceeds as a result of the exercise of previously issued Company warrants by a single accredited institutional investor warrant holder through the exercise of warrants to purchase an aggregate of 931,099 of the Company’s ordinary shares, and as a result of such exercise, the issuance to such accredited institutional investor of the Company’s new warrants to purchase an aggregate of 698,324 of its ordinary shares at an exercise price of $13.5 per share

 

On February 23, 2025, the Company received approximately $1,913 in net proceeds from the exercise of previously issued warrants by a single accredited institutional investor. The investor exercised warrants to purchase an aggregate of 212,500 of the Company’s ordinary shares at an exercise price of $9.00 per share.

 

During the month of January 2025, the Company converted $4,374 of senior debt held by Fortress, the Company’s senior Lender, to ordinary shares, reducing the outstanding debt to $14,000 . In addition, on August 14, 2025 the Company converted additional $2,591 of the principal senior debt held by Fortress to 225,000 ordinary shares.

 

During 2026, 2025, 2024, 2023, 2022 and 2021 the Company converted $0, $6,110, $3,223, $500, $211 and $7,601, respectively, of the remaining principal and accrued interest of subordinated notes into the Company’s ordinary shares.

 

On July 14, 2026, the Company raised approximately $7,500 in gross proceeds in a registered direct offering with accredited institutional investors through the sale of an aggregate of 732,683 of its ordinary shares.

 

To date, the Company has used the proceeds from the secured financing, subordinated debt, and private placement (i) to satisfy certain indebtedness; and (ii) for general corporate purposes, and (iii) for working capital needs for multiple new government customer contracts with significant positive cash flow.

 

The Company believes that, based on the financings described above, its current cash position, management’s operating plans, and anticipated cash flows from existing customer contracts worldwide, there is no substantial doubt about the Company’s ability to fund its operations for a period of at least 12 months from the date of issuance of these financial statements.

 

7

 

SUPERCOM LTD.

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands, unless otherwise indicated.)

 

NOTE 1: GENERAL (Cont.)
 
c. Senior Secured Credit Facility

 

On September 6, 2018 and October 26, 2018, through a two-stage closing process, the Company entered into a Senior Secured Credit Facility with affiliates of Fortress Investment Group LLC("Fortress") with an aggregate principal amount of up to $20,000 (the "Credit Facility"). The Initial Term Loan which finalized on October 26, 2018 has an aggregate principal of $10,000, and the Incremental Term Loan provides for up to an additional $10,000 in principal through Incremental Draws of at least $1,000 each. In 2019, a total of $4,000 gross was drawn on the Incremental Term Loan, and some of the terms of the Credit Facility were amended to support the needs of the company. The Credit Facility bears interest on the borrowed balance at a rate per annum equal to LIBOR plus an applicable margin (the "Interest Margin") dependent on the EBITDA Leverage Ratio which is calculated and reset on a quarterly basis (8.0% for an EBITDA Leverage Ratio greater than or equal to 2.50x; 7.0% for an EBITDA Leverage Ratio less than 2.50x). At the Company's election, interest is paid in cash or in-kind in the amount of 4% per annum of the Interest Margin. The balance of interest is payable in cash monthly in arrears. For amounts which remain un-borrowed, the Company incurs interest at a rate of 0.50% per annum ("Unused Fee"). From closing and until today, the Company only paid monthly interest payments.

 

On January 22, 2025, the Company entered into a Waiver and Fourth Amendment to Credit Agreement with affiliates of the Company’s senior lender Fortress Investment Group LLC, the Company’s wholly owned subsidiary, and certain other subsidiaries of the Company as guarantors, to amend the Credit Agreement. Pursuant to the Amendment, among other things, the parties agreed: (i) for $4,374 out of the Outstanding Amount of the term loans made under the Credit Agreement to be exchanged into an aggregate of 100,000 of the Company’s ordinary at a price per share of $43.74, such that the Outstanding Principle Amount set to $14,000 after giving effect to the Amendment, and (ii) to extend the maturity date of the loans made by the senior lender to the Company to December 31, 2028 and to push back any Loan monthly interest and principal payments, such that they all shall be paid at maturity; In addition, on August 14, 2025 the Company converted additional $2,591 of the principle senior debt held by Fortress, to 225,000 ordinary shares.

 

As of June 30, 2026, the outstanding balance of the Credit Facility was $12,677.

 

In 2021, the Company secured through the issuance of subordinated notes, gross proceeds of $12,000. For the consideration of $12,000 in gross proceeds, SuperCom issued to a certain institutional investor in February 2021 and June 2021, two-year unsecured, subordinated promissory notes in the amounts of $7,000 and $5,000, respectively, both with similar structures and terms. Given the subordination agreement between the senior secured loan investor, the subordinated debt investor and the Company, the subordinated investor may request that the balance of the subordinated debt be paid only after the senior secured Fortress debt is paid in full. The notes have a 5% annual coupon and a built-in increase to the balance of the notes by 5% every 6 months for the first 24 months, for any portion of the notes which has not been paid down prior to maturity. All principal and interest accrued is required to be paid in only one-bullet payment at maturity, and the company has the right to pre-pay any portion of either note at any time without a pre-payment penalty. The company has an option at its discretion only, at any time after 12 months to pay down all or a portion of either note using its ordinary shares, subject to certain conditions being met.

 

During 2026, 2025, 2024, 2023, 2022 and 2021 the Company converted $0, $6,110, $3,223 ,$500, $211 and $7,601, respectively, of the remaining principal and accrued interest of subordinated notes into the Company’s ordinary shares.

 

As of June 30, 2026, the outstanding principal and accrued interest of the Subordinated Debt was $5,824.

 

The Company purchases certain services and products used by it to generate revenues in its projects and sales from several sole suppliers. Although there are only a limited number of manufacturers of those particular services and products, management believe that other suppliers could provide similar services and products on comparable terms without affecting operating results.

 

8

 

SUPERCOM LTD.

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands, unless otherwise indicated.)

 

NOTE 2: UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Financial Statement preparation

 

These unaudited interim consolidated financial statements of the Company as of June 30, 2026 and for the six months then ended have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). They do not include all information and notes required by U.S. GAAP in the preparation of annual consolidated financial statements.

 

The accounting policies used in the preparation of the unaudited interim consolidated financial statements is the same as those described in the Company's audited consolidated financial statements prepared in accordance with U.S. GAAP for the year ended December 31, 2025.

 

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

The Company believes all adjustments necessary for a fair statement of the results for the period presented have been made, and all such adjustments were of a normal recurring nature unless otherwise disclosed. The financial results for the period are not necessarily indicative of financial results for the full year.

 

These financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2025, and the accompanying notes. There have been no changes in the significant accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on April 28, 2026.

 

NOTE 3: INVENTORIES, NET

 

   

June 30,

2026

   

December 31,

2025

 
    $     $  
Raw materials, parts and supplies     1,923       1,231  
Finished products     1,615       978  
                 
      3,538       2,209  

 

As of June 30, 2026 and December 31, 2025, inventory is presented net of write-offs for slow inventory in the amount of approximately $2,778 and $2,778, respectively.

 

NOTE 4: OTHER INTANGIBLE ASSETS, NET

 

   

June 30,

2026

   

December 31,

2025

 
    $     $  
Customer relationship & Other     157       187  
IP & Technology     884       1,061  
Capitalized software development costs     4,969       4,543  
                 
      6,010       5,791  

 

NOTE 5: COMMITMENTS AND CONTINGENT LIABILITIES LITIGATION

 

We are party to legal proceedings in the normal course of our business. There are no material pending legal proceedings to which we are a party or of which our property is subject. Although the outcome of claims and lawsuits against us cannot be accurately predicted, we do not believe that any of the claims and lawsuits, will have a material adverse effect on our business, financial condition, results of operations or cash flows for any quarterly or annual period.

 

9

 

SUPERCOM LTD.

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands, unless otherwise indicated.)

 

NOTE 6: SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

 

  

 

a.

Summary information about segments:

 

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer.

 

The company operates in three technologies segments or Strategic business units; e-Gov, IoT, and Cyber Security:

 

e-Gov: Through the Company proprietary e-Government platforms and innovative solutions for traditional and biometrics enrollment, personalization, issuance and border control services, the Company has helped governments and national agencies design and issue secured multi-identification, or Multi-ID, documents and robust digital identity solutions to their citizens, visitors and Lands.

 

IoT: The Company’s IoT products and solutions reliably identify, track and monitor people or objects in real time, enabling the customers to detect unauthorized movement of people, vehicles and other monitored objects. The Company provides all-in-one field proven IoT suite, accompanied with services specifically tailored to meet the requirements of IoT solutions. The Company’s proprietary IoT suite of hybrid hardware, connectivity and software components are the foundation of these solutions and services.

 

Cyber Security: The Company operates in the fields of cutting-edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection, encryption methodologies, and comprehensive device and port control and cyber security services.

 

    Six Months Ended June 30, 2026  
   

Cyber

Security

    IoT     e-Gov     Total  
    ($)     ($)     ($)     ($)  
Revenues     611       15,067       22       15,700  
Cost of Revenue     112       5,853       50       6,015  
Gross Profit     499       9,214       (28 )     9,685  
Employee-related operating expenses (1)     281       3,597       92       3,970  
Other segment items expenses (2)     190       3,374       66       3,629  
                                 
Operating Income (loss)     28       2,243       (186 )     2,085  
Financial income (expense)     (19 )     (726 )     2       (743 )
Income tax benefits     -       1,090       -       1,090  
                                 
Net Income (loss)     9       2,607       (184 )     2,432  

 

    Six Months Ended June 30, 2025  
   

Cyber 

Security 

    IoT     e-Gov     Total  
    ($)     ($)     ($)     ($)  
Revenues     393       12,244       1,551       14,188  
Cost of Revenue     100       4,775       635       5,510  
Gross Profit     293       7,469       916       8,678  
Employee-related operating expenses (1)     244       2,337       116       2,697  
Other segment items expenses (2)     153       3,428       82       3,663  
                                 
Operating Income (loss)     (104 )     1,704       718       2,318  
Financial income (expense)     (47 )     2,899       151       3,002  
Tax expenses (benefit)     -       -       -       -  
                                 
Net Income (loss)     (151 )     4,602       869       5,320  
 
(1) Employee related includes employee salaries and commissions, payroll taxes, benefits, and outsourced Labor costs excluding amounts included in cost of revenues.

 

(2) Other segment items include consulting and professional services, depreciation of property and equipment, amortization of intangible assets, share-based compensation expenses, marketing expenses, finance and legal expenses, travel expenses, subcontractors’ costs, software and subscription costs, overhead expenses and restructuring and related charges.
 
  b.

Summary information about geographic areas:

     
   

The following is a summary of revenues from external customers from the continued operations within geographic areas and data regarding property and equipment, net:

 
   

Six Months Ended

June 30, 2026

   

Six Months Ended

June 30, 2025

 
    ($)     ($)  
             
Africa     -       1,011  
European countries     9,409       4,045  
United States     3,756       3,415  
Israel     2,518       5,703  
APAC     17       14  
      15,700       14,188  
 
  - Revenues were attributed to countries based on the customer’s location.


10

 

 

Exhibit 2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OPERATIONS

 

The following Management’s Discussion and Analysis of Results of Operations should be read together with our unaudited condensed interim consolidated financial statements and the related notes as of June 30, 2026, which appear elsewhere in this Report on Form 6-K.

 

Cautionary Note Regarding Forward-Looking Statements

 

The discussion and analysis in this section contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, with respect to our business, financial condition and results of operations. Such forward-looking statements reflect our current views with respect to future events and financial results. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind readers that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) inability to realize benefits from acquisitions, (ii) our inability to manage our growth profitably, (iii) intense competition in our industry, (iv) acquisition of businesses disrupting our business and harming our financial condition and operations, (v) the need to obtain additional financing , (vi) our ability to respond promptly and effectively to market changes, (vii) our ability to obtain and maintain contracts with governments, (viii) our dependence on third-party representatives to generate revenues and supply components, (ix) unfavorable global economic conditions, (x) developments affecting international operations and foreign markets, (xi) breaches of network or information technology security, (xii) intellectual property litigation, and (xiii) such other factors discussed throughout Item 3. D. Risk Factors of our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2026, and in our other filings and submissions with the SEC. Any forward-looking statement made by us in this section is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 

Overview

 

Founded in 1988, we are a global provider of traditional and digital identity solutions, advanced IoT, and cyber security products and solutions to governments and private and public organizations worldwide. In this Management’s Discussion and Analysis of Results of Operations all references to “SuperCom,” the “Company,” “we,” “us” or “our” are to SuperCom Ltd., a company organized under the laws of the State of Israel, and its subsidiaries, unless the context otherwise provides.

 

We are comprised of three main Strategic Business Units (SBU): e-Gov, IoT and Connectivity (or “IoT”), and Cyber Security:

 

e-Gov

 

Through our proprietary e-Government platforms and solutions for traditional and biometric enrolment, personalization, issuance, and border control, we assist governments and national agencies in designing and issuing secure identification documents, including Multi-ID documents, as well as digital identity solutions. We have focused on expanding our activities in the traditional identification (“ID”) and electronic identification (“e-Gov”) markets, including the design, development, and marketing of identification technologies and solutions to governments in Europe, Asia, the Americas, and Africa using our e-Government platforms.

 

Our e-Gov solutions include technologies relating to: (i) secure physical documents incorporating various levels of security features, including ultraviolet features, holograms, and other security elements; and (ii) electronic identification solutions secured by biometric data. These solutions are principally used in connection with the issuance of national Multi-ID documents, including identification cards, passports, driver’s licenses, vehicle permits, visas, and secure land certificates, as well as border control applications and Land Information Systems (“LIS”).

 

IoT and Connectivity

 

IoT

 

Our IoT products and solutions are designed to identify, track, and monitor people and objects in real time, enabling our customers to detect unauthorized movement of individuals, vehicles, and other monitored objects. We provide a field-proven, end-to-end IoT suite, together with services tailored to meet the requirements of our customers’ IoT applications. Our proprietary IoT platform integrates hardware, connectivity, and software components and forms the foundation of our IoT solutions and services. Our IoT business has primarily focused on the following markets: (i) public safety, (ii) healthcare and homecare, (iii) smart cities, (iv) smart campuses, and (v) transportation.

 

In 2006, we identified electronic tracking and monitoring as a growing market opportunity, particularly in the areas of public safety, real-time healthcare and homecare, and transportation management. We subsequently developed our PureRF Hybrid Suite, consisting of wearable devices, connectivity solutions, and monitoring and control software. Beginning in 2012, we further developed our next-generation IoT platform, the PureSecurity Hybrid Suite, which includes wristbands, tags, beacons, PureCom, PureMonitor, PureTrack, and other hardware, connectivity, and software components.

 

On January 1, 2016, we acquired Leaders in Community Alternatives, Inc. (“LCA”). LCA is a California-based provider of community-based criminal justice services and electronic monitoring programs to governmental agencies in the United States and has been providing such services for more than 25 years. LCA offers a broad range of solutions to governmental institutions throughout the United States in connection with community supervision, electronic monitoring, and criminal justice programs.

 

Connectivity

 

As part of our strategy to enhance and broaden our IoT connectivity products and solutions for the public safety, enterprise, hospitality, and smart city markets, on May 18, 2016, we acquired Alvarion Technologies Ltd. (“Alvarion”).

 

Alvarion develops connectivity solutions for carrier Wi-Fi, enterprise connectivity, smart cities, smart hospitality, connected campuses, and connected events. Its solutions are designed to provide integrated and heterogeneous network environments that facilitate ease of use and operational efficiency. Carriers, local governments, enterprises, and participants in the hospitality sector worldwide have deployed Alvarion’s intelligent Wi-Fi solutions, as well as its legacy wireless backhaul products and services.

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Cyber Security

 

In 2015, we identified the cybersecurity market as a significant growth opportunity in which we believed SuperCom could leverage technological synergies and its existing customer relationships across its e-Gov, IoT, and connectivity businesses.

 

In 2015, we acquired Prevision Ltd. (“Prevision”), a company offering a broad range of cybersecurity services.

 

During the first quarter of 2016, we acquired Safend Ltd. (“Safend”), an international provider of endpoint data protection solutions designed to protect against corporate data loss and theft through content discovery and inspection, encryption technologies, and comprehensive device and port control. Safend’s technologies enable customers to identify sensitive information and control the flow of data through email, the web, external devices, and other communication channels.

 

These acquisitions significantly expanded the scope of our cybersecurity capabilities and provided us with experienced cybersecurity professionals, an established global customer base, and additional cybersecurity technologies and platforms. Following these acquisitions, our cybersecurity business served more than 3,000 customers in the United States, Europe, and Asia, with more than three million software license seats deployed by multinational enterprises, governmental agencies, and small and mid-sized businesses worldwide.

 

General

 

Our condensed interim consolidated financial statements appearing in this Report on Form 6-K are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Transactions and balances originally denominated in dollars are presented at their original amounts. Transactions and balances in other currencies are re-measured into dollars in accordance with the principles set forth in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification, or ASC, Topic 830, “Foreign Currency Translation.” The majority of our sales are made outside Israel in U.S. dollars. In addition, substantial portions of our costs are incurred in U.S. dollars. Since the U.S. dollar is the primary currency of the economic environment in which we and certain of our subsidiaries operate, the U.S. dollar is our functional and reporting currency and, accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured using the foreign exchange rate at the balance sheet date. Operational accounts and non-monetary balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. The financial statements of certain subsidiaries, whose functional currency is not the U.S. dollar, have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of Operations amounts have been translated using the average exchange rate for the period. The resulting translation adjustments are reported as a component of shareholders’ equity in accumulated other comprehensive income (loss).

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Results of Operations

 

Revenues

 

Our revenues for the first six months of 2026 increased by 11% to $15.7 million, compared to $14.2 million for the first six months of 2025. The increase in revenues was primarily attributable to a $2.8 million increase in revenues from our IoT segment, partially offset by a $1.5 million decrease in revenues from our e-Gov segment.

 

Cost of Sales

 

Our cost of sales for the first six months of 2026 increased by 9% to $6.0 million, compared to $5.5 million for the first six months of 2025. The increase in cost of sales was primarily attributable to the 11% increase in revenues, partially offset by a more favorable revenue mix, including revenues from projects with higher gross margins.

 

Gross Profit

 

Our gross profit for the first six months of 2026 increased by 12% to $9.7 million, compared to $8.7 million for the first six months of 2025. Our gross margin increased to 62% for the first six months of 2026, compared to 61% for the first six months of 2025. The increase in gross profit was primarily attributable to (i) the 11% increase in revenues and (ii) the increase in gross margin.

 

Operating Expenses

 

Our operating expenses for the first six months of 2026 were $7.6 million, compared to $6.4 million for the first six months of 2025, an increase of $1.2 million. The increase in operating expenses primarily reflected (i) a $0.2 million increase in research and development expenses, (ii) a $0.6 million increase in sales and marketing expenses, (iii) a $0.2 million increase in general and administrative expenses, and (iv) a $0.2 million increase in other operating expenses.

 

Financial Expenses, Net

 

We recorded financial expenses, net, of $0.7 million for the first six months of 2026, compared to financial income, net, of $3.0 million for the first six months of 2025, representing an unfavourable change of approximately $3.7 million. The change was primarily attributable to the absence in 2026 of a $4.2 million gain recognized in the first six months of 2025 in connection with the conversion of debt at a premium to fair market value. This was partially offset by a $0.8 million decrease in interest expense on loans and credit lines, from $1.6 million in the first six months of 2025 to $0.8 million in the first six months of 2026. In addition, we recorded foreign currency exchange losses of $56 thousand in the first six months of 2026, compared to foreign currency exchange gains of $0.2 million in the corresponding period of 2025, while interest income on deposits decreased from $0.2 million to $0.17 million.

 

Income Tax

 

We recorded an income tax benefit of $1.09 million for the first six months of 2026, compared to no income tax benefit for the first six months of 2025. The income tax benefit in 2026 was primarily attributable to the recognition of a $1.09 million deferred tax asset by SuperCom Ltd. on a standalone basis. The deferred tax asset was recognized following several years of sustained profitability and management's expectation that sufficient taxable income will be generated in future periods to support its realization, as well as the partial utilization of tax loss carryforwards during 2026.

 

Net Profit

 

As a result of the factors described above, our net income for the first six months of 2026 was $2.4 million, compared to net income of $5.3 million for the first six months of 2025, a decrease of $2.9 million. The decrease in net income was primarily attributable to (i) a $1.2 million increase in operating expenses and (ii) a $3.7 million unfavourable change in financial income (expenses), net, partially offset by (iii) a $1.0 million increase in gross profit and (iv) a $1.09 million increase in income tax benefit.

 

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