Gilat宣布1亿美元五年期可转债融资，转股价较前收盘溢价60%

----- zk2636039.htm -----
6-K
1
zk2636039.htm
6-K
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer Pursuant to Rule 13
a
-16 or
15d
-16
of
the Securities Exchange Act of 1934
For the Month of August 2026
Commission File Number 0-21218
Gilat Satellite
Networks Ltd.
(
Translation
of registrant’s name into English
)
Gilat House, 21 Yegia Kapayim Street
Daniv Park, Kiryat Arye, Petah Tikva 4913020,
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
¨
Convertible Notes Private Placement
Gilat Satellite Networks Ltd., an Israeli company
(the “
Company
” or “
Gilat
”), hereby reports that it received and accepted commitments
from Israeli institutional investors, as defined under Israel’s Securities Law, 5728-1968 (the “
Investors
”),
to participate in a private placement (the “
Private Placement
”) of convertible notes of the Company (the “
Notes
”),
which, subject to the terms and conditions of the Notes, are convertible into Ordinary Shares, par value NIS 0.20 per share, of the Company
(“
Ordinary Shares
”).
The Private Placement is expected to close
on September 1, 2026 (the date on which the closing occurs, the “
Closing
”), subject to the satisfaction of
customary closing conditions.
The gross proceeds from the sale of the Notes
are expected to be approximately $100 million, before deducting fees and estimated offering expenses. Gilat intends to use the net proceeds
for general corporate purposes, with a particular focus on accelerating investments in next-generation satellite and space technologies,
supporting initiatives and the continued expansion of its multi-orbit, mobility, ground and defense technology capabilities.
The initial conversion price will be $16.00 per
Ordinary Share and represents a conversion premium of 60% above the last reported sale price of $ 9.94 per Ordinary Share on Nasdaq on
August 28, 2026.
The Notes will be issued in the Private Placement
pursuant to the terms and conditions of a deed of trust (the “
Deed
”) between Gilat and Reznik Paz Nevo Trusts
Ltd., as trustee. The following is a brief description of the terms of the Deed and the Notes to be issued pursuant to the Deed.
The Notes will be senior unsecured obligations
of Gilat and will bear interest at a rate of 3.75% per annum from and including the date of the Closing, with interest payable annually
on September 1 of each year, beginning on September 1, 2027. If the sale price per Ordinary Share on the Nasdaq Global Select Market (“
Nasdaq
”)
does not equal or exceed an average of $15.00 for a consecutive 30-day period ending 18 months after the issuance date (the “
Measurement
Date
”), the interest rate for the period beginning on the Measurement Date will increase by 1.25%. The Notes will mature
on September 1, 2031, unless earlier redeemed or converted.
At any time after the Closing and until the close
of business on the tenth day immediately preceding the maturity date, holders of the Notes may elect to convert the Notes.
If the sale price per Ordinary Share on Nasdaq
equals or exceeds $20.00 for 10 consecutive trading days, Gilat may elect, from time to time, to cause the holders of the Notes to convert
the Notes, in whole or in part (subject to certain limitations), on or after the
later
of (i) 12 months after the issuance date
and (ii) the date on which either a registration statement covering the resale of the Ordinary Shares underlying the Notes is declared
effective by the U.S. Securities and Exchange Commission (the “
SEC
”) or the Ordinary Shares issuable upon conversion
of the Notes otherwise become freely tradeable under SEC rules.
The foregoing summaries of the commitment letter
delivered by the Investors (the “
Commitment Letter
”), the Deed and the Notes do not purport to be complete and
are subject to, and qualified in their entirety by, the full texts of the Commitment Letter, the Deed and the Notes, which will be filed
(in translated English copies) with the SEC following and subject to the Closing.
The Private Placement is being made only
in Israel and is not being made to U.S. persons, as defined in Rule 902 of the U.S. Securities Act of 1933, as amended (the “Securities
Act”), pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act, and the Notes and the
Ordinary Shares will be subject to certain transfer restrictions. During the 40-day distribution compliance period under Category 2 of
Regulation S, the Notes may not be offered or sold to a U.S. person or for the account or benefit of a U.S. person (other than a distributor).
The Notes will not be registered under the Securities
Act and will not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities
Act. Gilat has undertaken to prepare and file with the SEC, no later than 12 months following the Closing, a new registration statement
or a prospectus supplement to a prospectus that forms part of an existing registration statement for the resale of Gilat’s Ordinary
Shares underlying the Notes.
This Report on Form 6-K is neither an offer to
sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
Exhibit
99.1 Company
press release, dated August 31, 2026, titled “Gilat Announces $100 Million Five-Year Convertible Notes at 60% Conversion Premium.”
Legal Notice Regarding Forward-Looking Statements
This Report on Form 6-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements are statements that are not historical facts and can generally be identified by the use
of forward-looking terminology such as “estimate,” “project,” “intend,” “expect,” “believe,”
“anticipate,” “plan,” “may,” “will,” “seek,” “could,” “should,”
or similar expressions. Forward-looking statements generally relate to future events or our future financial or operating performance.
Forward-looking statements in this Report on Form 6-K include, but are not limited to, statements related to our expectations regarding
the issuance and sale of the Notes, the closing date of the transaction, and the intended use of the proceeds from the sale of the Notes.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance
or achievements of Gilat to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include,
among others, changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products;
failure to timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates;
increased competition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified
personnel; inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location
in Israel, including those arising from regional military conflicts and geopolitical instability. For additional information regarding
these and other risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
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.
Gilat Satellite
Networks Ltd.
By:
/S/ Doron Kerbel
Name:
Doron Kerbel
Title:
Chief Legal Officer and Corporate Secretary
Date: August 31, 2026
Exhibit Index
99.1
Company press release, dated August 31, 2026, titled “Gilat Announces $100 Million Five-Year Convertible Notes at 60% Conversion Premium.”

----- exhibit_99-1.htm -----
EX-99.1
2
exhibit_99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Gilat Announces
$100 Million Five-Year Convertible Notes
at 60% Conversion Premium
3.75% senior unsecured financing with no financial
maintenance covenants
Transaction provides long-term financial flexibility
to accelerate investments in
space technologies and additional strategic opportunities
Petah Tikva, Israel, August 31, 2026 –
Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) (“Gilat” or the “Company”), a worldwide leader in
satellite networking technology, solutions, and services, announced today that it has received and accepted commitments from Israeli institutional
investors, as defined under Israel’s Securities Law, 5728-1968 (the “Investors”), to participate in a private placement
(the “Private Placement”) of convertible notes issued by the Company (the “Notes”). Subject to the terms and conditions
of the Notes, the Notes will be convertible into ordinary shares, par value NIS 0.20 per share, of the Company (the “Ordinary Shares”).
The gross proceeds from the sale of the Notes
are expected to be approximately $100 million, before deducting fees and estimated offering expenses. Gilat intends to use the net proceeds
for general corporate purposes, with a particular focus on accelerating investments in next-generation satellite and space technologies,
supporting initiatives and the continued expansion of its multi-orbit, mobility, ground and defense technology capabilities.
“This financing further strengthens Gilat’s
financial flexibility and provides us with additional capital to accelerate investment in the technologies shaping the future of space
and satellite communication,” said
Adi Sfadia, Gilat’s CEO
. “We see significant opportunities across innovative
space technologies and multi-orbit connectivity, advanced ground technologies, mobility and defense. This additional capital enhances
our ability to invest organically, expand our technology portfolio and pursue opportunities that can broaden our capabilities and addressable
markets.”
The conversion price will be $16.00 per Ordinary
Share, representing a conversion premium of approximately 60% above the last reported sale price of $9.94 per Ordinary Share on the Nasdaq
Global Select Market (“Nasdaq”) on August 28, 2026. However, if the sale price per Ordinary Share on Nasdaq equals or exceeds
$20.00 for 10 consecutive trading days, Gilat may elect, from time to time, to cause the holders of the Notes to convert the Notes (subject
to certain limitations), on or after September 1, 2027.
1
The Notes will be senior unsecured obligations
of Gilat and will bear interest at a rate of 3.75% per annum from and including the date of the Closing, with interest payable annually
on September 1 of each year, beginning on September 1, 2027. If the sale price per Ordinary Share on Nasdaq does not equal or exceed an
average of $15.00 for a consecutive 30-day period ending 18 months after the issuance date (the “Measurement Date”), the interest
rate for the period beginning on the Measurement Date will increase by 1.25%. The Notes will mature on September 1, 2031, unless redeemed
or converted earlier.
The Private Placement is expected to close
on September 1, 2026 (the date of the closing, the “Closing”), subject to the satisfaction of customary closing
conditions.
The Private Placement is being made only in
Israel and is not being made to U.S. persons, as defined in Rule 902 of the U.S. Securities Act of 1933, as amended (the “Securities
Act”), pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act. During the 40-day distribution
compliance period under Category 2 of Regulation S, the Notes may not be offered or sold to a U.S. person or for the account or benefit
of a U.S. person (other than a distributor). The Notes and the Ordinary Shares will be subject to certain transfer restrictions.
The Notes will be issued in the Private Placement
pursuant to the terms and conditions of a deed of trust between Gilat and Reznik Paz Nevo Trusts Ltd., as trustee. The Notes will not
be registered under the Securities Act and will not be offered or sold in the United States absent registration or an applicable exemption
from registration under the Securities Act. Gilat has undertaken to prepare and file with the SEC, no later than 12 months following the
Closing, a new registration statement or a prospectus supplement to a prospectus that forms part of an existing registration statement
for the resale of the Ordinary Shares underlying the Notes.
About Gilat
Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE:
GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver
deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical
connectivity across commercial and defense applications. We believe in the right of all people to be connected and are united in
our resolution to provide communication solutions to all reaches of the world.
Together with our wholly owned subsidiaries Gilat
Wavestream, Gilat DataPath, and Gilat Stellar Blu, we offer integrated, high-value solutions supporting multi-orbit constellations, Very
High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio
is comprised of a software-defined platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas
and Electronically Steered Antennas (ESAs), highly efficient, high-power Solid State Power Amplifiers (SSPAs) and Block Upconverters (BUCs)
and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity
services.
Gilat’s products and tailored solutions
support multiple applications including government and defense, IFC and mobility, cellular backhaul, enterprise, aerospace and critical
infrastructure clients, all while meeting the most stringent service level requirements. For more information, please visit: https://www.gilat.com.
2
Legal Notice
Regarding Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are statements that are not historical facts and can generally be identified by the use of forward-looking terminology such
as “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,”
“plan,” “may,” “will,” “seek,” “could,” “should,” or similar expressions.
Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements
in this press release include, but are not limited to, statements related to our expectations regarding the issuance and sale of the Notes,
the closing date of the transaction, and the intended use of the proceeds from the sale of the Notes. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat
to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, among others, changes
in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failure to timely
develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increased competition,
loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel; inability to
protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel, including
those arising from regional military conflicts and geopolitical instability. For additional information regarding these and other risks
and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
Contact:
Gilat Satellite Networks
Hagay Katz, Chief Products and Marketing Officer
PublicRelations@gilat.com
3