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REG - Ethernity Networks - Interim Results

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RNS Number : 4767B  Ethernity Networks Ltd  30 September 2025

30 September 2025

Ethernity Networks Ltd.

      ("Ethernity" or the "Company")

 

 
Interim results for the six months ended 30 June 2025

 

Ethernity Networks Ltd (AIM: ENET.L; OTCMKTS: ENETF), a leading supplier of
data processing and PON semiconductor technology for networking appliances,
today announces its interim results for the six months ended 30 June 2025.

 

Key Highlights:

·    Revenue of $598,599 (H1 2024: $582,008)

·    Gross profit of $598,599 (H1 2024: $566,602)

·    Gross margin of 100% (H1 2024: 97.4%)

·    Net comprehensive loss for the period decreased by 40% to $2,124,278
(H1 2024: $3,538,014)

·    EBITDA and Adjusted EBITDA loss decreased by 35.8% and 28.4% to
$1,021,118 and $1,186,414 respectively (H1 2024: $1,590,542 and $1,657,094)

·    Cash Collection during the period of approximately $772,000

 

 

Chief Executive Officer's statement

The majority of the revenue during H1 2025 was an attribute to the deliveries
of the extended order and the original contract signed with the Tier 1 U.S
Aerospace vendors, at a total value of approximately $1.3m. The Company had
completed all deliveries under the original contract and the extended order by
the end of August 2025, and plans to pursue further engagement with the
customer, leveraging its domain expertise in the aerospace and aviation
sectors.

 

Over the past few months, Ethernity has been progressing the ASIC
opportunities detailed in previous announcements, most recently in the
business update on 24 July 2025. The Company previously indicated that it
continues to engage with a leading wireless backhaul OEM on various execution
strategies of the ASIC plan, with a goal to converge on the best joint route
for execution. The Company has now decided to de-risk its ASIC plan by
shifting from an OEM co-funded model to a semiconductor partnership model,
supported by interest from leading wireless vendors. Under this approach, the
Company would partner with a semiconductor vendor who would fund the full ASIC
cost, meaning Ethernity would not be required to raise the millions of dollars
upfront to co-fund the development costs. Instead, Ethernity would receive
non-recurring engineering ("NRE") income for its role in the development,
along with a future revenue share. Execution of such a plan with a lead
semiconductor vendor would enable Ethernity to achieve near-term positive cash
flow and profitability, in contrast to the years of investment required under
the previous model.

 

The Company has commenced discussions for this model with a lead semiconductor
vendor operating in the mobile and broadband market, and will continue to
update the market should these opportunities materialize into a contract.

 

Notwithstanding the fact that the shift to a possible partnership with
semiconductor partner would not require the significant fundraising that was
necessary under the original ASIC plan, the Company still has an immediate
cash requirement to continue operating as a going concern. The Board is
actively exploring ways to address this and further announcements will be made
as appropriate.

 

By order of the Board

 

David Levi

CEO

30 September 2025

 

For further information, please contact:

 

 Ethernity Networks Ltd                                         Tel: +972 3 748 9846
 David Levi, Chief Executive Officer

 Tomer Assis, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Joint Broker)   Tel: +44 (0)20 3328 5656
 James Reeve / Piers Shimwell (Corporate Finance)

 Amrit Nahal / Stefano Aquilino (Sales and Corporate Broking)

 CMC Markets UK plc (Joint Broker)                              Tel: +44 (0)20 3003 8632
 Douglas Crippen

 Peterhouse Capital Limited (Joint Broker)                      Tel: +44 (0)20 7562 0930
 Lucy Williams / Duncan Vasey

 

 

About Ethernity (www.ethernitynet.com)

Ethernity Networks, headquartered in Israel, Ethernity Networks (AIM: ENET.L
OTCMKTS: ENETF) provides innovative data processing and Passive Optical
Network ("PON") semiconductor technology for networking appliances. The
Company's comprehensive networking and security solutions deliver a Carrier
Ethernet Switch Router data plane and control software, featuring a rich set
of networking capabilities, robust security, and a wide array of virtual
function accelerations to optimize telecommunications networks.

 

 

OPERATIONAL AND FINANCIAL REVIEW

Revenues

Revenues for the period were $598,599 (H1 2024: $582,008), with the majority
attributed to the tier 1 U.S Aerospace contract.

Gross profit and margin

During the period, the Company focused on sales with a 100% gross margin
resulting from licensing fees or royalties, and refrained from taking any
commitment that would require pre-purchasing of components or pre-production
based on future orders, with its main goal being to minimise any cash flow
risks.

The gross profit of $598,599 increased by 5.6% compared with the previous year
(H1 2024: $566,602), and the gross margin increased to 100% (H1 2024: 97.4%).

EBITDA

Although EBITDA is not a recognised reportable accounting measure, it provides
a meaningful insight into the operations of the Company when removing the
non-cash or intangible asset elements from trading results along with
recognising actual costs versus various IFRS adjustments, in this case being
the amortisation and non-cash items charged in operating income and the
effects of IFRS 16 treatment of operational leases.

 

The EBITDA for the six months ended 30 June 2025 is presented as follows:

 

 EBITDA                                          Six months ended                                                                                                            12 months ended                                Six months change of 2025 vs 2024
 (US Dollars)
                                                 30-Jun-2025                                                     30-Jun-2024                                                 31-Dec-2024                                                                                %
 Revenues                                                          598,599                                                       582,008                                                    1,383,565                                 16,591                             2.9%
 Gross Profit                                                      598,599                                                       566,602                                                    1,274,826                                 31,997                             5.6%
 Gross Margin %                                  100.00%                                                         97.4%                                                       92.1%                                                                                      2.6%
 Operating Loss                                               (1,796,978)                                                   (2,397,002)                                                   (5,089,505)                               600,024                               (25.0%)
 Amortisation of Intangible Assets                                 480,690                                                       480,690                                                       961,380                                           -
 Depreciation charges on fixed assets                              127,970                                                       158,570                                                       315,532                               (30,600)
 Depreciation in respect of IFRS16 lease assets                    167,200                                                       167,200                                                       334,400                                           -
 EBITDA                                                       (1,021,118)                                                   (1,590,542)                                                   (3,478,193)                               569,424                               (35.8%)
 Add back Share based compensation charges                           57,494                                                      140,900                                                       212,680                               (83,406)
 Add back impairments                                                           -                                                             -                                                140,843                                           -
 Add back vacation accrual charges                                              -                                                     9,540                                                      27,954                                (9,540)
 Adjust IFRS16 rent expense reversals                             (222,790)                                                     (216,992)                                                     (216,479)                                (5,798)
 Adjusted EBITDA                                              (1,186,414)                                                   (1,657,094)                                                   (3,313,195)                               470,680                               (28.4%)

 

EBITDA loss for the first six-month period of the year decreased by 35.8% to
$1,021,118 (H1 2024: $1,590,542). The Adjusted EBITDA loss in the first six
months of the year decreased by 28.4% to $1,186,414 (H1 2024: $1,657,094).

Operating costs

Operating expenses (before amortisation, depreciation and IFRS adjustments)
decreased by an overall 19.7% from $2,223,696 to $1,785,655 during the period
against the same period in 2024.

Within the R&D division, the Company reduced its operating expenses
(including headcount and other R&D expenses) by a total of 20.1%.

General and Administration costs (before amortisation, depreciation and IFRS
adjustments) have decreased by 17.7%, also mainly attributed to headcount
savings.

The decrease in Marketing expenses (net of share-based compensation and
vacation accruals) of 23.1% is also mainly attributed to headcount savings.

After adjusting for the following non-cash items; amortisation costs of the
development intangible asset, depreciation, share based compensation
adjustments and IFRS adjustments, the resultant decreases in operating costs,
as adjusted are:

 Operating costs                                                                                                                                                                                                Increase (Decrease) June                  %
 (US Dollars)
                                                                                                                            Six months ended                                                                    12 months ended          31-Dec
                                                                                                                            30-Jun
                                                                                2025                                        2024                                    2024
 Research and Development Costs net of amortisation, Share Based Compensation,                    974,673                                1,220,252                                 2,547,565                          (245,579)                              (20.1%)
 IFRS adjustments and Vacation accruals
 General and Administrative expenses, net of depreciation, Share Based                            596,287                                   724,132                                1,291,485                          (127,845)                              (17.7%)
 Compensation, IFRS adjustments, Vacation accruals and impairments
 Marketing expenses, net of Share Based Compensation and Vacation accruals                        214,695                                   279,312                                   532,732                            (64,617)                            (23.1%)
 Total                                                                                         1,785,655                                 2,223,696                                 4,371,782                          (438,041)                             (19.7%)

 

Summarised trading results

 Summarised Trading Results                                                                                                                                                                                                          Increase (Decrease) June         %
 (US Dollars)
                                                                                                                               Six months ended                                                                                      31-Dec
                                                                                                                               30-Jun
                                                                          2025                                                 2024                                             2024
 Revenues                                                                                   598,599                                            582,008                                         1,383,565                                     (16,591)                 2.9%
 Gross Profit                                                                               598,599                                            566,602                                         1,274,826                                     (31,997)                 5.6%
 Gross Margin %                                                           100.00%                                              97.4%                                            92.1%                                                                                 2.6%
 Operating Loss                                                                        (1,796,978)                                        (2,397,002)                                        (5,089,505)                                   (600,024)                    (25.0%)
 Financing costs                                                                           (327,339)                                       (1,202,765)                                           (770,645)                                 (875,426)
 Financing income (expenses)                                              39                                                                     61,753                                             27,441                                     61,714
 Net comprehensive loss for the year                                                   (2,124,278)                                        (3,538,014)                                        (5,832,709)                                (1,413,736)                     (40.0%)
 Basic and Diluted earnings per ordinary share                                                   (0.00)                                             (0.01)                                             (0.01)                                     (0.01)                 (93.8%)
 Weighted average number of ordinary shares for basic earnings per share  3,731,471,356                                        385,600,025                                      550,797,251

 

Financing costs

The majority of the financing costs recognised during the period relate to the
equity raise in May 2025 and exchange rate differences. Refer to note 4 3 
below which discusses the accounting treatment applied in this regard.

Going Concern

Based on the major cut in expenses and the move to a proposed semiconductor
partnership model for the Company's ASIC plan, as well as bearing in mind the
ability and success of the Company to raise funds previously, the Directors
have a reasonable expectation that the Company will have access to adequate
resources to continue in operational existence for the foreseeable future and
therefore have adopted the going concern basis of preparation in the financial
statements. Notwithstanding this, the Company has an immediate cash
requirement and the Board is actively exploring ways to address this.

FORWARD LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". By their nature, forward-looking statements
involve risk and uncertainty since they relate to future events and
circumstances. Actual results may, and often do, differ materially from any
forward-looking statements. Any forward-looking statements in this
announcement reflect Ethernity's view with respect to future events as at the
date of this announcement. Save as required by law or by the AIM Rules for
Companies, Ethernity undertakes no obligation to publicly revise any
forward-looking statements in this announcement, following any change in its
expectations or to reflect events or circumstances after the date of this
announcement.

 

By order of the Board

 

 

Tomer Assis

Chief Financial Officer

30 September 2025

 

 

 

Interim Unaudited Financial Statements

as at 30 June 2025

STATEMENT OF FINANCIAL POSITION

                                            US dollars
                                            30 June                     31 December
                                            2025          2024          2024
                                            Unaudited                   Audited
 ASSETS
 Current
 Cash and cash equivalents                  37,749        580,711       50,713
 Other short-term financial assets          2,938         -             -
 Trade receivables                          189,929       459,209       385,000
 Inventories                                218,168       411,035       218,168
 Other current assets                       127,250       381,144       132,836
 Current assets                             576,034       1,832,099     786,717

 Non-Current
 Property and equipment                     477,670       663,014       605,895
 Intangible asset                           3,059,350     4,020,730     3,540,040
 Right-of-use asset                         674,350       1,008,750     841,550
 Other long term assets                     118,905       107,274       110,678
 Non-current assets                         4,330,275     5,799,768     5,098,163

 Total assets                               4,906,309     7,631,867     5,884,880

 LIABILITIES AND EQUITY
 Current
 Trade payables                             498,077       1,212,380     1,361,112
 Warrants liability                         173,907       1,962,859     15,353
 Other current liabilities                  1,827,780     1,186,358     1,333,174
 Current liabilities                        2,499,764     4,361,597     2,709,639

 Non-Current
 Lease liability                            241,602       608,004       430,862
 Other non current liabilities              457,630       -             -
 Non-current liabilities                    699,232       608,004       430,862

 Total liabilities                          3,198,996     4,969,601     3,140,501

 Equity
 Share capital                              1,380,441     114,562       271,255
 Share premium                              49,499,287    47,430,420    49,255,030
 Shares to be allotted                      -             -             323,725
 Other components of equity                 1,604,705     1,475,431     1,547,211
 Accumulated deficit                        (50,777,120)  (46,358,147)  (48,652,842)
 Total equity                               1,707,313     2,662,266     2,744,379

 Total liabilities and equity               4,906,309     7,631,867     5,884,880

 

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

STATEMENT OF COMPREHENSIVE LOSS

 

                                                                                      US dollars
                                                                                      Six months ended            For the year ended

31 December
                                                                                      30 June
                                                                                      2025           2024         2024
                                                                            Note      Unaudited                   Audited
 Revenue                                                                    7         598,599        582,008      1,383,565
 Cost of sales                                                                        -              15,406       108,739
 Gross profit                                                                         598,599        566,602      1,274,826
 Research and development expenses                                                    1,513,153      1,844,393    3,743,495
 General and administrative expenses                                                  668,371        837,735      2,086,180
 Marketing expenses                                                                   214,695        281,476      534,896
 Other income                                                                         (642)          -            (240)
 Operating loss                                                                       (1,796,978)    (2,397,002)  (5,089,505)

 Financing costs                                                            5         (327,339)      (1,202,765)  (770,645)

 Financing income                                                           6         39             61,753       27,441

 Loss before tax                                                                      (2,124,278)    (3,538,014)  (5,832,709)

 Tax expense                                                                          -              -            -
 Net comprehensive loss for the period                                                (2,124,278)    (3,538,014)  (5,832,709)

 Basic and diluted loss per ordinary share                                            (0.00)         (0.01)       (0.01)
 Weighted average number of ordinary shares for basic and diluted loss per            3,731,471,356  385,600,025  550,797,251
 share

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

STATEMENT OF CHANGES IN EQUITY

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

                                                                                                                        US dollars
                                                            Number of shares      Share capital      Share premium      Shares to be allotted      Other components of equity      Accumulated deficit      Total equity

 Balance at 1 January 2025 (Audited)                        1,000,000,000         271,255            49,255,030         323,725                    1,547,211                       (48,652,842)             2,744,379
 Employee share-based compensation                          -                     -                  -                                             57,494                          -                        57,494
 Net proceeds allocated to the issuance of ordinary shares  3,813,863,633         1,048,177          (27,691)                                      -                                                        1,020,486
 Shares allotted                                            222,500,000           61,009             262,716            (323,725)                  -                               -                        -
 Expenses paid in shares and warrants                                                                9,232                                         -                                                        9,232
 Net comprehensive loss for the period                      -                     -                  -                                             -                               (2,124,278)              (2,124,278)
 Balance at 30 June 2025 (Unaudited)                        5,036,363,633         1,380,441          49,499,287         -                          1,604,705                       (50,777,120)             1,707,313

 Balance at 1 January 2024 (Audited)                        376,721,091           103,417            47,299,358                                    1,334,531                       (42,820,133)             5,917,173
 Employee share-based compensation                          -                     -                                     -                          140,900                         -                        140,900
 Net proceeds allocated to the issuance of ordinary shares  40,000,000            10,893             112,228            -                          -                               -                        123,121
 Expenses paid in shares and warrants                       921,152               252                18,834             -                          -                               -                        19,086
 Net comprehensive loss for the period                      -                     -                  -                  -                          -                               (3,538,014)              (3,538,014)
 Balance at 30 June 2024 (Unaudited)                        417,642,243           114,562            47,430,420         -                          1,475,431                       (46,358,147)             2,662,266

 Balance at 1 January 2024 (Audited)                         376,721,091           103,417            47,299,358        -                           1,334,531                       (42,820,133)            5,917,173
 Employee share-based compensation                          -                     -                  -                  -                          212,680                         -                        212,680
 Net proceeds allocated to the issuance of ordinary shares  286,941,090           88,397             856,022            -                          -                               -                        944,419
 Shares issued pursuant to share subscription agreement     333,750,000           78,745             1,074,592          -                          -                               -                        1,153,337
 Shares to be allotted                                      -                     -                  -                  323,725                                                                             323,725
 Expenses paid in shares and warrants                       2,587,819             696                25,058             -                          -                               -                        25,754
 Net comprehensive loss for the year                        -                     -                  -                  -                          -                               (5,832,709)              (5,832,709)
 Balance at 31 December 2024 (Audited)                      1,000,000,000         271,255            49,255,030         323,725                    1,547,211                       (48,652,842)             2,744,379

STATEMENT OF CASH FLOWS

                                                         US dollars
                                                         Six months ended           Year ended

                                                         30 June                    31 December
                                                         2025       2024            2024
                                                         Unaudited                  Audited
 Operating activities
 Net comprehensive loss for the period                   (2,124,278)        (3,538,014)     (5,832,709)

 Non-cash adjustments
 Depreciation of property and equipment                  127,970            158,570         315,530
 Depreciation of right of use asset                      167,200            167,200         334,400
 Share-based compensation                                57,494             140,900         212,680
 Amortisation of intangible assets                       480,690            480,690         961,380
 Amortisation of liabilities                             50,132     (35,241)                (11,988)
 Lease liability Interest                                36,418     53,489                  98,098
 Foreign exchange losses on cash balances                (4,045)    27,649                  14,134
 Capital Loss                                            255                                160
 Revaluation of financial instruments, net               96,308     1,074,518               576,015
 Expenses paid in shares and options                     9,232      19,086                  25,754

 Net changes in working capital
 Decrease (Increase) in trade receivables                195,071    (273,064)               (198,855)
 Decrease (Increase) in inventories                      -          124,654                 317,521
 Decrease (Increase) in other current assets             5,586      46,731                  295,039
 Decrease (Increase) in other long-term assets           (8,227)    (72,130)                (75,534)
 Increase (decrease) in trade payables                   (863,035)  (24,733)                123,999
 Increase (decrease) in other liabilities                441,586    (427,237)               (293,046)
 Increase (decrease) in IIA royalty liability            -          (1,779)                 (19,019)
 Increase (decrease) in other non current liabilities    457,630    -                       -
 Net cash used in operating activities                   (874,013)  (2,078,711)             (3,156,441)

 Investing activities
 Deposits to short-term financial assets                 (2,938)    -                       -
 Purchase of property and equipment                      -          (1,274)                 (101,275)
 Net cash used in investing activities                   (2,938)    (1,274)                 (101,275)

 Financing activities
 Proceeds allocated to ordinary shares                   1,118,293  133,324                 1,027,982
 Proceeds allocated to warrants                          67,987     885,500                 913,559
 Issuance costs                                          (103,548)  (10,203)                (83,561)
 Proceeds from short term borrowings                     -          (138,148)       41,055
 Repayment of short-term borrowings                      -          41,056          (136,809)
 Repayment of lease liability                            (222,790)  (216,992)       (433,471)
 Net cash provided by financing activities               859,942    694,537         1,328,755

 Net change in cash and cash equivalents                 (17,009)   (1,385,448)     (1,928,961)
 Cash and cash equivalents, beginning of year            50,713     1,993,808       1,993,808
    Exchange differences on cash and cash equivalents    4,045      (27,649)        (14,134)
 Cash and cash equivalents, end of period                37,749     580,711         50,713

 Supplementary information:
 Interest paid during the period                         -          1,206           4,655
 Interest received during the period                     39         1,193           1,613

 Supplementary information on non-cash activities:
 Shares issued pursuant to share subscription agreement  -          -               767,848
 Expenses paid in shares and warrants                    9,232      19,086          25,754

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

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 1         -     NATURE OF OPERATIONS

ETHERNITY NETWORKS LTD. (hereinafter: the "Company"), was incorporated in
Israel on the 15th of December 2003 as Neracore Ltd. The Company changed its
name to ETHERNITY NETWORKS LTD. on the 10th of August 2004.

The Company provides innovative, comprehensive networking and security
solutions on programmable hardware for accelerating telco/cloud networks
performance. Ethernity's FPGA logic offers complete Carrier Ethernet Switch
Router data plane processing firmware, PON MAC firmware and control software
with a rich set of networking features, robust security, and a wide range of
virtual function accelerations to optimise telecommunications networks.
Ethernity's complete solutions quickly adapt to customers' changing needs,
improving time-to-market and facilitating the deployment of 5G, edge
computing, and different NFV appliances including wireless backhaul with
wireless link bonding, 5G UPF, 5G CU and vRouter offload with the current
focus on 5G emerging appliances. The Company's customers are situated
worldwide.

 

NOTE 2         -     SUMMARY OF ACCOUNTING POLICIES

Basis of presentation of the financial statements and statement of compliance
with IFRS

The interim condensed financial statements for the six months ended 30 June
2025 have been prepared in accordance with IAS 34, Interim Financial
Reporting. The interim condensed financial statements do not include all the
information and disclosures required in the annual financial statements in
accordance with IFRS and should be read in conjunction with the Company's
annual financial statements as at 31 December 2024. The accounting policies
applied in the preparation of the interim condensed financial statements are
consistent with those followed in the preparation of the Company's annual
financial statements for the year ended 31 December 2024.

The interim condensed financial statements for the half-year ended 30 June
2025 (including comparative amounts) were approved and authorized for issue by
the board of directors on 30 September 2025.

 

NOTE 3         -     GOING CONCERN

The financial statements have been prepared assuming that the Company will
continue as a going concern. Under this assumption, an entity is ordinarily
viewed as continuing in business for the foreseeable future unless management
intends or has no realistic alternative other than to liquidate the entity or
to stop trading for at least, but not limited to, 12 months from the reporting
date. This assessment has been made of the Company's prospects, considering
all available information about the future, which have been included in the
financial budget, from managing working capital and among other factors such
as debt repayment schedules. Consideration has been given inter alia to the
value of funds raised during 2025 to date, and the Company's ability to raise
funds in the past. Furthermore, the Company has made positive commercial
progress and is currently executing multiple customer projects, whilst
simultaneously engaging in active discussions with prominent global OEM
potential customers.

Considering the outlined factors above and based on experience, the directors
have an expectation that the Company will have access to adequate resources to
continue in operational existence for the foreseeable future.

However, the success of the Company's plans as outlined above is not assured
and thus a material uncertainty exists that may cast a significant doubt on
the Company's ability to continue as a going concern and fulfil its
obligations and liabilities in the normal course of business in the future.
The financial statements do not include any adjustments relating to
recoverability and classification of the recorded asset amounts, and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

 

NOTE 4         -     SIGNIFICANT EVENTS

                              EQUITY RELATED
TRANSACTIONS DURING THE ACCOUNTING PERIOD

During the 6 month period ended 30 June 2025, ordinary shares of the Company
were issued, as follows:

 

                                                             Note      Number of

                                                                       ordinary shares

 Issuance of shares for warrants exercised in December 2024   1        222,500,000
 Issuance of shares (with no attached warrants)               2        177,500,000
 Issuance of shares (issued together with warrants)           3        3,636,363,633
                                                                       4,036,363,633

 

 

 1     Issuance of shares for warrants exercised in December 2024

On the 23rd of December 2024, the subscriber to the May 2024 structured
investment deed, exercised their last remaining warrants to acquire
222,500,000 shares of the Company. These shares were issued in January 2025
and were accounted for in share capital and share premium after having been
removed from "Shares to be allotted" in the Statement of changes in equity.

 

 2     March 2025 equity raise

In March 2025 the Company issued 177,500,000 shares at 0.05 pence per share,
realising gross proceeds of $0.12 million (£0.09 million) and net proceeds
after issuance costs of $0.11 million.

The gross proceeds, after deduction of the issuance costs were allocated to
share capital and share premium.

No warrants were issued in this equity raise.

 

 3     May 2025 equity raise

In May 2025 the Company issued 3,636,363,633 shares attached to, a
corresponding 3,636,363,633 warrants. Each share with its attached warrant was
issued for 0.022 pence per share, realising gross proceeds of $1.06 million
(£0.80 million) and net cash proceeds after issuance expenses of $0.99
million (£0.74 million).

David Levi, a director and the CEO of the Company and Joseph Albagli, a
director and the non-executive chairman of the Company subscribed for
186,363,635 of these shares and 186,363,635 corresponding warrants, on the
same terms that outside investors participated, for an aggregate sum of
approximately $54,000 (£41,000).

Each warrant is exercisable at 0.022 pence per share expiring on the 7(th) of
May 2026. The warrants are not transferable, are not traded on an exchange and
have an accelerator clause, whereby these warrants may be called by the
Company if the closing mid-market share price of the Company equal or exceed
0.045 pence per share over a 5-consecutive day period. If such 5-consecutive
day period condition is met, the Company may serve notice on the warrant
holders to exercise their relevant warrants within 7 calendar days, failing
which, such remaining unexercised warrants shall be cancelled.

 

As the exercise price of the warrants is denominated in GBP and not in the
Company's functional currency, it was determined that the Company's obligation
under such warrants cannot be considered as an obligation to issue a fixed
number of equity instruments in exchange for a fixed amount of cash.
Accordingly, it was determined that such warrants represent a derivative
financial liability required to be accounted for at fair value through the
profit or loss category. Upon initial recognition the Company allocated the
gross proceeds as follows: an amount of $1.0 million was allocated to the par
value of share capital with the remainder of the proceeds of $0.06 million
recorded as a derivative warrants liability. The issuance expenses of
approximately $0.09 million were allocated in a consistent manner to the above
allocation. The expenses related to the warrant component were carried to
profit or loss as an immediate expense while the expenses related to the share
capital component were netted against the amount carried to equity, thereby
reducing the share premium. In subsequent periods the company measures the
derivative financial liability at fair value and the periodic changes in fair
value are carried to profit or loss under financing costs or financing income,
as applicable. The fair value of the derivative warrant liability is
categorized as level 3 of the fair value hierarchy.

 

The fair value valuation of the warrants was based on the Black-Scholes option
pricing model, calculated in two stages. Initially, the fair value of these
call warrants issued to investors were calculated, assuming no restrictions
applied to such call warrants. As the Company, under certain circumstances,
has a right to force the investors to either exercise their warrants or have
them cancelled, the second calculation calculates the value of the warrants as
call warrants that were issued by the investor to the company. The net fair
value results from reducing the call investor warrants fair value from the
call warrants fair value, as long as the intrinsic value of the call warrants
(share price at the period end, less exercise price of the warrants) is not
greater than such value. Should the intrinsic value of the warrants be higher
than the Black-Scholes two stage method described above, then the intrinsic
value of the warrants is considered to be a more accurate measure to use in
determining the fair value. The following factors were used in calculating the
fair value of the warrants at their issuance:

 

Risk free
rate
3.9%

Volatility
            148.4%

 

As at 30 June 2025, none of these warrants have been
exercised.

Upon this equity raise being concluded, the brokers for this transaction
received 163,409,086 warrants with identical terms as those described above,
with a fair value of approximately $9,000.

 

NOTE 5         -      FINANCING COSTS

                                                                               US dollars
                                                                               Six months ended      Year ended

                                                                               30 June               31 December
                                                                               2025       2024       2024
                                                                               Unaudited             Audited

 Bank fees and interest                                                        4,899      6,989      13,874
 Lease liability financial expenses                                            36,418     53,489     98,098
 Revaluation of liability related to share subscription agreement measured at  -          -
 FVTPL

                                                                                                     588,721
 Expenses allocated to issuing warrants                                        96,308     67,769     69,952
 Revaluation of warrant derivative liability                                   -          1,074,518  -
 Exchange rate differences, net                                                189,714    -          -
 Total financing costs                                                         327,339    1,202,765  770,645

 

NOTE 6         -     FINANCING INCOME

                                              US dollars
                                              Six months ended      Year ended

                                              30 June               31 December
                                              2025       2024       2024
                                              Unaudited             Audited

 Revaluation of warrant derivative liability  -          -          12,706
 Interest received                            39         1,193      1,613
 Exchange rate differences, net               -          60,560     13,122
 Total financing income                       39         61,753     27,441

 

 

NOTE 7       -      SEGMENT REPORTING

The Company has implemented the principles of IFRS 8, in respect of reporting
segmented activities. In terms of IFRS 8, the management has determined that
the Company has a single area of business, being the development and delivery
of high-end network processing technology.

The Company's revenues are divided into the following geographical areas:

                US dollars
                Six months ended      Year ended

                30 June               31 December
                2025       2024       2024
                Unaudited             Audited

 Israel         99,851     142,512    244,073
 United States  498,748    439,496    1,139,492
                598,599    582,008    1,383,565

 

The Company's revenues are divided into the following geographical areas:

                %
                Six months ended      Year ended

                30 June               31 December
                2025       2024       2024
                Unaudited             Audited

 Israel         16.7%      24.5%      17.6%
 United States  83.3%      75.5%      82.4%
                100.0%     100.0%     100.0%

 

Revenue from customers in the company's domicile, Israel, as well as its major
market, the United States, have been identified on the basis of the customer's
geographical locations.

 

 

 

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