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Mobilicom Ltd

For the period ended Dec 31, 2023. Filed Mar 25, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 25, 2024

MOB$2.17-8.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-41427

MOBILICOM LIMITED

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Australia1 Rakefet Street, Shoham, Israel 6083705 +972-77-7103060
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Liad Gelfer

Director of Finance

1 Rakefet Street, Shoham, Israel 6083705

Tel:+972-52-5989900

Email: Liad. Gelfer@mobilicom.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registeredTrading Symbol(s)Name of each exchange on which each class is to be registered
American Depositary Shares, each representing 275 ordinary shares, no par valueMOBNasdaq Capital Market
Warrants to purchase American Depositary Shares, no par valueMOBBWNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023:1,326,676,693 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
EMERGING GROWTH COMPANY STATUSiv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSv
MARKET, INDUSTRY, AND OTHER DATAvi
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY29
A.History and Development of the Company29
B.Business Overview29
C.Organizational Structure38
D.Property, Plants and Equipment38
ITEM 4A.UNRESOLVED STAFF COMMENTS38
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS39
A.Operating Results39
B.Liquidity and Capital Resources41
C.Research and Development, Patents and Licenses43
D.Trend Information43
E.Critical Accounting Estimates43
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES44
A.Directors and Senior Management44
B.Compensation46
C.Board Practices48
D.Employees50
E.Share Ownership50
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation53
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS53
A.Major Shareholders53
B.Related Party Transactions55
C.Interests of Experts and Counsel55
ITEM 8.FINANCIAL INFORMATION55
A.Statements and Other Financial Information55
B.Significant Changes55
ITEM 9.THE OFFER AND LISTING55
A.Offer and Listing Details55
B.Plan of Distribution56
C.Markets56
D.Selling Shareholders56
E.Dilution56
F.Expenses of the Issue56

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ITEM 10.ADDITIONAL INFORMATION56
A.Share Capital56
B.Articles of Association56
C.Material Contracts56
D.Exchange Controls57
E.Taxation57
F.Dividends and Paying Agents65
G.Statement by Experts65
H.Documents on Display65
I.Subsidiary Information65
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES66
A.Debt Securities66
B.Warrants and rights66
C.Other Securities66
D.American Depositary Shares66
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES67
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS67
ITEM 15.CONTROLS AND PROCEDURES67
ITEM 16.[RESERVED]68
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT68
ITEM 16B.CODE OF ETHICS68
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES69
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES69
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS69
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT70
ITEM 16G.CORPORATE GOVERNANCE70
ITEM 16H.MINE SAFETY DISCLOSURE71
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS71
ITEM 16J.INSIDER TRADING POLICIES71
ITEM 16K.CYBERSECURITY71
PART III
ITEM 17.FINANCIAL STATEMENTS72
ITEM 18.FINANCIAL STATEMENTS72
ITEM 19.EXHIBITS72
SIGNATURES74

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.