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 ~~January~~February 2025

Commission file number: 001-33668

SUPERCOM LTD.

(Translation of registrant’s name into English)

3, Rothschild Street

Tel Aviv 6688106

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.

6-K Items

~~SuperCom~~On ~~Ltd.~~January 31, 2025 (the “~~Company~~Closing Date”) ~~entered into several Securities Purchase Agreements~~, ~~each~~SuperCom ~~dated~~Ltd. as(the of“Company”) ~~January~~completed ~~30,~~its ~~2025~~previously ~~(the~~announced ~~“Purchase~~registered ~~Agreements”),~~direct offering with certain accredited institutional investors (the “Purchasers”), ~~pursuant~~of ~~to which the Company shall issue to the Purchasers, in a registered direct offering,~~ an aggregate of 545,454 of its ordinary shares ~~(the “Shares”)~~, par value NIS 50 per share (the “ordinary shares” ~~and collectively~~), ~~the “Offering”).~~at ~~The~~a ~~negotiated~~ purchase price ~~for~~of ~~one Share will be~~ $11.00. ~~The~~per ~~Shares~~ordinary ~~are~~share. ~~being~~The ~~offered~~gross byproceeds to the Company ~~pursuant~~from tothis aoffering ~~prospectus~~are ~~supplement~~approximately to$6.0 million ~~the~~before ~~Company’s~~deducting ~~currently~~ the ~~Company’~~placement agent's ~~effective~~fees ~~shelf~~and ~~Registration~~other ~~Statement~~offering ~~on Form F-3 (File No~~expenses. ~~333-284219),~~This ~~which~~offering was ~~declared~~effected ~~effective~~pursuant byto ~~the U.S.~~ Securities ~~and~~Purchase ~~Exchange~~Agreements, ~~Commission~~each ~~(the~~dated ~~“SEC”)~~as onof January 2130, 2025. ~~The~~(the ~~Company~~“Purchase ~~expects~~Agreements”), toentered ~~file~~into between the ~~prospectus~~Company and ~~supplement~~the ~~for~~Purchasers. ~~the~~Please ~~Offering~~refer onto orthe ~~about~~Company’s ~~January~~Report ~~31,~~on ~~2025.~~Form ~~The~~6-K ~~Company~~filed ~~expects~~with the ~~Offering~~ toU.S. ~~close~~Securities onand orExchange ~~about~~Commission on January 31, 2025, ~~subject~~for toa ~~the~~summary ~~satisfaction~~ of ~~customary~~the ~~closing~~offerings, ~~conditions~~the inmaterial terms of the Purchase Agreements and the ~~Placement~~other ~~Agency~~agreements entered ~~Agreement~~into ~~(as~~in ~~defined~~connection ~~below)~~therewith.

Pursuant to the terms of the Purchase Agreements, the Company agreed to certain restrictions on future stock offerings, including that, until 30 days following the Closing Date, the Company will not issue (or enter into any agreement to issue) any ordinary shares or Ordinary Shares Equivalents (as defined in the Purchase Agreements), subject to certain exceptions, and will not file any registration statements, subject to certain exceptions.

Maxim Group LLC acted as the sole placement agent (the “Placement Agent”) on a “best efforts” basis, in connection with the Offering, pursuant to the Placement Agency Agreement, dated as of January 30, 2025 (the “Placement Agency Agreement”), between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 6% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.

The Purchase Agreements and the Placement Agency Agreement contain customary representations, warranties and agreements of the Company, the Purchasers and Placement Agent and customary indemnification rights and obligations of the parties thereto.

The foregoing summaries of the Offering, the securities to be issued in connection therewith, the form of the Purchase Agreements and the Placement Agency Agreement, do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Exhibit No.		Description
5.1*		Opinion of S. Friedman, Abramson & Co, Israeli legal counsel to the Company, regarding legality.
10.1*		Form of Securities Purchase Agreement, dated as of January 30, 2025, between the Company and the purchasers identified on the signature pages thereto.
10.2*		Placement Agency Agreement, dated as of January 30, 2025, between the Company and Maxim Group LLC.
23.1*		Consent of S. Friedman, Abramson & Co, (included in Exhibit 5.1).
99.1**		Press release, dated as of January 30, 2025.

* Filed herewith.

** Furnished herewith.

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/ Ordan Trabelsi
	Name: Ordan Trabelsi
	Title: Chief Executive Officer

Date: ~~January~~February 317, 2025

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