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: May 2022 (Report No. 3)

Commission file number: 001-38610

SAFE-T GROUP LTD.

(Translation of registrant’s name into English)

8 Abba Eban Ave.

Herzliya, 4672526 Israel

(Address of principal executive offices)

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

Form 20-F ☒          Form 40-F ☐

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

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

CONTENTS

Attached hereto and incorporated by reference herein is Safe-T Group Ltd.’s (the “Registrant”) press release issued on May 26, 2022, titled “Safe-T Group Secures a Non-Dilutive Line of Credit from United Mizrahi-Tefahot Bank Ltd.”

The first and third paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 are incorporated by reference into the registration statements on Form S-8 (File Nos. 333-233510, 333-239249, 333-250138 and 333-258744) and Form F-3 (File Nos. 333-233724, 333-235368, 333-236030, 333-233976, 333-237629 and 333-253983) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

Date: May 26, 2022

2

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION IN THE EXHIBIT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

Date: 25 May 2022

To: Bank Mizrahi-Tefahot Ltd. (hereinafter the “Bank”)

Dear Sir/Madame,

Re: Credit Facility

We hereby set forth what has been agreed between us in connection with the credit facility and loans to be made available to the Company pursuant to the provisions of this agreement. In addition to anything set forth in this agreement, the terms of the credit facility and loans to be provided to the Company under the credit facility (hereinafter jointly the “Credit”) shall be pursuant and subject to the “Application to Open a Bank Account” and/or “Changes to the Account” as well as the “Booklet on Account Management” and “Booklet on Credit to Business Borrower” including all of their schedules and amendments, pursuant to which we have contractually engaged with the Bank, and subject to any specific credit/loan agreement that we contractually engaged/shall engage in with the Bank (hereinafter jointly the “Credit Documents”), and anything set forth in the Credit Documents, including all of its terms, shall apply and be binding with respect to the credit facility and the Credit.

The provision of the Credit Facility and loans is contingent on the fulfillment of all the conditions precedent in section 2 below (hereinafter “Additional Conditions”) and subject to the Bank’s signature on this agreement.

The Credit Facility shall be in effect and usable until 25 May 2023, and shall expire thereafter, unless it is renewed with the parties’ consent.

“Monthly Revenues” means the amounts set forth in the invoices to be issued by the Borrower, plus the fees deducted by [**].

“SOFR” - the interest rate known at 8:00 Israel time, every day (and on a day that is not a business day in Israel: at 8:00 Israel time on the preceding business day), which is paid for borrowing cash overnight collateralized by U.S. Treasury securities, as published by the New York Fed, according to its definition from time to time by the ISDA (International Swaps and Derivatives Association) and appearing at the following link:

https://www.isda.org/2020/05/11/benchmark-reform-and-transition-from-libor/#consultations

“TERM-SOFR” - the interest rate for the interest period, as published two bank business days of money market trading, before the beginning of any interest period, which is based on SOFR interest, for periods of one month, three months, six months and one year, as shall be published by the CME GROUP, at the following link:

https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html

In addition, the Bank, at its discretion, is entitled to demand that the method of calculating the monthly revenues is presented, and to decide that a specific client and/or contract shall not be included as part of the monthly revenues, and in such case the Bank shall as soon as possible provide notice to the Company on its decision, and grant the Company a 3 day extension to include details of other clients in the Report (as defined above). It is clarified that as of the execution date of this agreement, [**], [**] and [**] are considered to be regular clients in respect of the Report.

It is agreed that should the loan amount for financing the monthly revenues, which the Borrower is permitted to use, as stated in section 1.2.1 above (hereinafter the “Usable Amount”) is lower than the Short-term Loans actually provided - then within five days from the date of delivery in the report, Short-term Loans are to be accelerated to immediate repayment, in an amount equal to the difference between the actual Short-term Loans and the Usable Amount, and the Borrower shall immediately pay the discrepancy, including early redemption fees, as set forth in Schedule 1.2.4 attached to this agreement.

Should the Usable Amount exceed the loans amount actually provided, the Borrower shall be entitled to request the provision of loans up to the Usable Amount, but not beyond the facility amount set forth in section 1.1 above (and subject to the fulfillment of all the conditions as stated in this agreement).

The credit allocation fee shall be calculated on a daily basis and shall be charged once every quarter, at the beginning of each calendar quarter, for the quarter preceding it.

For the same part of the facility actually used by the Borrower, the Borrower shall receive a full deduction from the credit allocation fee set forth above. The calculation is to be made with respect to any credit provided, from the date of its actual provision, on the utilized balance.

Any provision and/or continued provision of credit from the Credit Facilities, in full or in party, shall be subject to the fulfillment of all the conditions as follows:

Lists of the Borrower’s clients attached as Annex C to the debenture, include the Borrower’s clients on the execution date of this agreement. The Borrower undertakes, insofar as is relevant, to update the list once every six months, to provide the updated list to the Bank, and if relevant, together with the Bank - to update the charge documents accordingly.

Should this precondition not be fulfilled, and as a result the entire credit amount from the Credit Facility cannot be provided, the terms of the Credit Facility shall be adjusted consensually between the Bank and us.

The Borrower shall object to and prevent the Financing Parties from withdrawing or receiving from the Borrower, in any form and manner (including by offsetting), directly or indirectly, any loan/credit as foregoing and/or any interest and/or profits and/or yield therefor, and it shall make sure to sign the Financing Parties on an undertaking not to demand the credit that they provided, to the Bank’s satisfaction.

The Borrower undertakes to provide the Bank with the following statements and reports:

The Borrower undertakes to make a written report to the Bank immediately upon becoming aware of the occurrence of any event of default.

“Financial Statements of the Borrower” - the annual financial statements of the Borrower when prepared pursuant to any law and accepted accounting standards, which include a balance sheet, profit and loss statement, cashflow and a statement of changes in equity, including the notes therein; the annual reports shall be audited by an external auditor, according to principles, reporting rules and accepted accounting regulations that were determined and/or are to be determined from time to time by the Institute of Certified Public Accountants and/or under applicable law.

“Event of Default” - any event the occurrence of which shall allow the Bank to accelerate the Credit or any part thereof to immediate repayment. For the avoidance of doubt, granting an amendment period, if granted with respect to an Event of Default, does not postpone the date or occurrence of an Event of Default, and the Event of Default shall be deemed as such starting from the occurrence of the circumstances that formulate it prior to the passing of the amendment period and independent of the passing of any other time.

The Borrower declares and undertakes towards the Bank that:

7

Exhibit 99.1

Safe-T Group Secures a Non-Dilutive Line of Credit from United Mizrahi-Tefahot Bank Ltd.

Secured $2 Million Credit Line Facility Extends Safe-T Group’s Cash Runway into 2023
While Supporting its Consumer Acquisition Program and 5-Year Future Revenue Plan

HERZLIYA, Israel, May 26, 2022 --  Safe-T® Group Ltd. (NASDAQ: SFET) (TASE: SFET), a global provider of cyber-security and privacy solutions to consumers and enterprises (“Safe-T” or the “Company”), announced today that its consumer business (wholly-owned subsidiary, CyberKick Ltd.) has entered into a revolving line of credit agreement (the “Credit Facility”) with United Mizrahi-Tefahot Bank Ltd. (the “Bank”), to support the growth of its consumer privacy solutions, in an amount of up to $2,000,000 for a period of 12 months, at an interest rate of Secured Overnight Financing Rate (“SOFR”) plus 5.5% per annum, to be paid quarterly for the actual withdrawn balance. The Credit Facility is part of the Company’s broader efforts to attract diverse long-term sources of capital while creating non-dilutive financing alternatives. As a part of this strategy, the Company plans to work with the Bank to extend the Credit Facility duration upon maturity, and to increase it.

“We are pleased to complete this non-dilutive credit facility that provides our consumer business with financial flexibility. This facility will support our commercialization efforts and growth as we scale up our consumer acquisition program. Furthermore, we believe that securing this credit line from a leading Israeli bank is an important validation of our improved financial profile,” said Shachar Daniel, Chief Executive Officer of Safe-T.

The Credit Facility offers a 3x multiple on eligible revenues, is secured against all of the assets of CyberKick Ltd., is guaranteed by Safe-T and includes a refundable deposit by the Company of USD $500,000.

The Company’s consumer acquisition program is based upon a 5-year business model that employs a user Lifetime Value (“LTV”) metric. LTV is a calculation of the average dollar amount of revenue anticipated to be received from subscribers over their retention period. According to this model, the Company can estimate future recurring revenue based upon the number of users at any given point of time, multiplied by the relevant LTV. Each product produced by the Company has an associated LTV metric. Based upon Safe-T’s LTV model, investments into consumer acquisition are targeted to generate at least a 3x return, producing millions in recurring revenues over the following years.

About Safe-T Group Ltd.

Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a global provider of cyber-security and privacy solutions to consumers and enterprises. The Company operates in three distinct segments, tailoring solutions according to specific needs. The segments include, enterprise cyber-security solutions, enterprise privacy solutions, and consumer cyber-security and privacy solutions.

Our cyber-security and privacy solutions for consumers provide a wide security blanket against ransomware, viruses, phishing, and other online threats as well as a powerful, secured and encrypted connection, masking their online activity and keeping them safe from hackers. The solutions are designed for the advanced and basic users, ensuring full personal protection for all personal and digital information.

ZoneZero® cyber-security solutions for enterprises, designed for cloud, on-premises and hybrid networks, mitigate attacks on enterprises’ business-critical services and sensitive data, while ensuring uninterrupted business continuity. Organization’s access use cases, whether from outside the organization or within the organization, are secured according to the “validate first, access later” philosophy of Safe-T’s zero trust.

Our privacy solutions for enterprises are based on our world’s fastest and most advanced and secured proxy network, enabling our customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. Our network is the only one that comprises of both millions of residential exit points and hundreds of servers located at our ISP partners around the world. The infrastructure is optimally designed to guarantee the privacy, quality, stability and the speed of the service.

For more information about Safe-T, visit https://www.safetgroup.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Safe-T is using forward-looking statements in this press release when it discusses extending its cash runway into 2023, the possibility of extending the maturity and increasing the amount of the Credit Facility, expected commercialization efforts and growth and the targeted revenues and returns expected from investments into consumer acquisition. Because such statements deal with future events and are based on Safe-T’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Safe-T could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Safe-T’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Safe-T undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Safe-T is not responsible for the contents of third-party websites.

INVESTOR RELATIONS CONTACTS:

Steve Gersten, Director of Investor Relations
Safe-T Group Ltd.

813-334-9745
investors@safe-t.com

Michal Efraty

Investor Relations, Israel

+972-(0)52-3044404
michal@efraty.com