Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements are listed below. The below is also a summary of the risk factors described in Item 3.D “Key Information – Risk Factors” of this Annual Report.
Risks Related to Our Businesses, Strategies, Technology, and Industry
| ● | We have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance; |
| ● | We may not be able to manage our growth effectively, and such rapid growth may adversely affect our corporate culture ; |
| ● | Our e-commerce operations are reliant on Amazon and FBA and changes to Amazon, Amazon’s services and their terms of use may harm our business; |
| ● | We rely on data provided by third parties, the loss of which could limit the functionality of our platforms, cause us to invest in the wrong product or disrupt our business; |
| ● | We rely on other information technologies and systems to operate our business and to maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business; |
| ● | If we fail to keep up with rapid technological changes, our future success may be adversely affected; |
| ● | Our business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain and enhance our product listings if we receive a substantial number of customer complaints, negative publicity or otherwise fail to live up to customers’ expectations, which could materially adversely affect our business, results of operations and growth prospects; |
| ● | Our efforts to acquire or retain customers, and our efforts to sell new products or increase sales of our existing products, may not be successful, which could prevent us from maintaining or increasing our sales; |
| ● | If we fail to acquire new customers or retain existing customers, or fail to do so in a cost-effective manner, we may not be able to achieve profitability; |
iv
| ● | Our efforts to expand our business into new brands, products, services, technologies and geographic regions will subject us to additional business, legal, financial and competitive risks and may not be successful; |
| ● | Potential growth of our businesses is based on international expansion, making us susceptible to risks associated with international sales and operations; |
| ● | Use of social media and email may adversely impact our reputation or subject us to fines or other penalties; |
| ● | If our emails are not delivered and accepted or are routed by email providers less favorably than other emails, or our sites or mobile applications are not accessible or are treated disadvantageously by Internet service providers, our business may be substantially harmed; |
| ● | If we are unable to manage our inventory effectively, our operating results could be adversely affected; |
Risks Related to Information Technology
| ● | Assertions by third parties of infringement or misappropriation by us of their intellectual property rights or confidential know how could result in significant costs and substantially harm our business and results of operations; |
| ● | Our inability to acquire, use or maintain our marks and domain names for our sites could substantially harm our business and operating results; |
| ● | Any significant disruption in service on our websites or in our computer systems, a number of which are currently hosted or provided by third-party providers, could materially affect our ability to operate, damage our reputation and result in a loss of customers, which would harm our business and results of operations; |
Risks Related to Legal and Regulatory Matters
| ● | We may be subject to general litigation, regulatory disputes and government inquiries; |
| ● | We are subject to U.S. governmental regulations and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity; |
| ● | Increased regulatory scrutiny of nutritional supplements as well as new regulations that are being adopted in some of our markets with respect to nutritional supplements could result in more restrictive regulations and harm our results if our supplements or advertising activities are found to violate existing or new regulations or if we are not able to effect necessary changes to our products in a timely and efficient manner to respond to new regulations; |
| ● | Our amended and restated articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act; |
| ● | The pest control products sold by Fort are subject to local environmental regulations. Therefore, if we cannot find a licensed supplier of the active ingredient in our pest control products in a country in which we wish to sell our poison products, we will not be able to sell our pest control products there. |
v
Risks Related to our Operations in Israel
| ● | Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region, and Israel’s war against them, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues; |
Risks Related to Our Status as a Public Company and Ownership of our Ordinary Shares and Warrants
| ● | Issuance of a significant amount of additional Ordinary Shares due to exercise or conversion of outstanding warrants and/or substantial future sales of our Ordinary Shares may depress our share price |
| ● | We incur significant increased costs as a result of operating as a public company. Our management is required to devote substantial time to new compliance initiatives as well as compliance with ongoing U.S. requirements; |
| ● | Our internal control over financial reporting may not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business; |
| ● | Future sales of our Ordinary Shares and Warrants could reduce the market price of our Ordinary Shares and/or Warrants; |
| ● | The estimates of market opportunity, market size and forecasts of market growth included in our publicly filed documents may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all; |
| ● | We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our securities less attractive to investors; |
| ● | The market price of our Ordinary Shares and/or Warrants may be volatile. Market volatility may affect the value of an investment in our Ordinary Shares and/or Warrants and could subject us to litigation; and |
| ● | We cannot assure you that our Ordinary Shares and Warrants will remain listed on Nasdaq or any other national securities exchange. |
vi