In addition to historical facts, this Annual Report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are principally contained in the sections entitled Item 3.D. “Key Information—Risk Factors,” Item 4. “Information on the Company,” and Item 5. “Operating and Financial Review and Prospects.” In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar words. Statements regarding our future results of operations and financial position, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, are forward-looking statements.
Forward-looking statements involve a number of risks, including potential impairments, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | Our liquidity issues and our defaults under outstanding debt may force us to seek bankruptcy or insolvency court protection, which could materially adversely affect our business and operations. |
| ● | We are a company with a history of net losses and anticipate that we may incur net losses for the foreseeable future. Moreover, our independent registered public accounting firm’s report, contained herein, includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to continue to operate in the future. |
| ● | We have financed our operations and certain capital needs through various debt, convertible debt and equity issuances. Our existing and future debt obligations could impair our liquidity and financial condition. If we are unable to negotiate a solution for the payment of our outstanding debt or otherwise meet our debt obligations, the lenders could foreclose on our assets which could cause us to curtail or cease operations or have an adverse impact on our business, results of operations and financial condition and the price of our ordinary shares. |
| ● | Conversions of our outstanding convertible debt at substantially discounted prices have caused, and may continue to cause, severe dilution to our existing shareholders and downward pressure on the market price of our ordinary shares. |
| ● | We have not been able to consistently remain in compliance with the continued listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). The persistence of such failure could result in a delisting of our securities, which could significantly impair the liquidity and market price of our ordinary shares. |
| ● | Our previous reverse share splits, and any future reverse share splits, may decrease the liquidity of our ordinary shares and have a dilutive effect on the ownership of our existing shareholders, and we cannot assure you that any future reverse share split will result in a sustained increase in the market price of our ordinary shares. |
| ● | Our ordinary shares could be subject to the “penny stock” rules in the future, which would impose additional sales practice requirements on broker-dealers and could severely limit the market price and liquidity of our ordinary shares. |
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| ● | We will need to raise additional funds in the near future in order to execute our business plan and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected. |
| ● | We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses is not effective, or we fail to develop and maintain effective internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. |
| ● | Our previously disclosed internal investigation was initiated to review allegations of misappropriation of Company funds and other potential fraudulent actions regarding the use of Company funds by a former senior officer of the Company. As a result of or in connection with the matters that were the subject of the investigation, we have been and may continue to be subject to certain regulatory scrutiny. In January 2026, the Israel Securities Authority concluded its investigation and transferred its investigation file to the Tel Aviv District Attorney’s Office for resolution. The outcome of any proceedings could have a material adverse effect on our business, financial condition and results of operations. |
| ● | An inability to attract new customers, retain existing customers and sell additional services to customers could adversely impact our revenue and results of operations. |
| ● | Actions that we have taken or may take to reduce costs and rebalance investments may not result in anticipated savings or operational efficiencies, could result in total costs and expenses that are greater than expected, and could disrupt our business. |
| ● | Our limited operating history makes it difficult to evaluate our business and future prospects and increases the risk of your investment. |
| ● | Competition in the market for technology solutions, in general, is intense. If we are unable to compete effectively, our business, financial condition and results of operations could be harmed. |
| ● | Our ability to introduce new products, features, integrations and enhancements is dependent on adequate research and development resources. |
| ● | If we are unable to acquire large enterprise customers or sell additional products and services to our existing customers, our future revenues and operating results will be harmed. |
| ● | We currently have and target many customers that are large corporations and government entities, which are subject to a number of challenges and risks, such as increased competitive pressures, administrative delays and additional approval requirements. |
| ● | Certain members of our management team have limited experience managing a U.S. listed publicly traded company. |
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| ● | Uncertainties related to our recent management changes may adversely affect our business, strategy and financial results. |
| ● | Our business relies on the performance of, and we face stark competition for, highly skilled personnel, including our management, other key employees and qualified employees, and the loss of one or more of such personnel or of a significant number of our team members or the inability to attract and retain executives and qualified employees we need to support our operations and growth, could harm our business. |
| ● | Changes in tax laws or exposure to additional income tax liabilities could affect our future net profitability. |
| ● | Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions or if our internal systems or customers experience security breaches, which could have a material adverse effect on our business, reputation and operating results. |
| ● | We incorporate artificial intelligence (AI) and machine learning (ML) into some of our services. This technology is new and developing and may present both compliance and reputational risks. |
| ● | Undetected defects and errors may increase our costs and impair the market acceptance of our products and solutions. |
| ● | We may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our products or technology. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly. |
| ● | The dynamic regulatory environment around privacy and data protection may limit our offering or require modification of our products and services, which could limit our ability to attract new customers and support our existing customers and increase our operational expenses. We could also be subject to investigations, litigation, or enforcement actions alleging that we fail to comply with the regulatory requirements, which could harm our operating results and adversely affect our business. |
| ● | We may be required to indemnify our directors and officers in certain circumstances. |
| ● | We are subject to a securities class action and other litigations and could be subject to additional litigation in the United States, Israel or elsewhere that could negatively impact our business, including resulting in substantial costs and liabilities. Specifically, we are subject to a pending lawsuit in the Supreme Court of the State of New York relating to our 2023 de-SPAC merger seeking damages of not less than $5.08 million, plus interest, attorneys’ fees and costs, and the plaintiff has filed a motion for entry of a default judgment, the entry of which could have a material adverse effect on our business, financial condition, results of operations and liquidity |
| ● | Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert management’s attention and resources. |
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| ● | The market price and trading volume of our ordinary shares and warrants on Nasdaq has been extremely volatile and could decline significantly. |
| ● | Provisions of Israeli law and our articles of association may delay, prevent or make difficult an acquisition of us, prevent a change of control, and negatively impact our share price. |
| ● | Our ordinary shares and warrants may not continue to be listed on a national securities exchange, which could limit investors’ ability to make transactions in such securities and subject us to additional trading restrictions. |
| ● | Conditions in Israel, including the war between Israel and Hamas, Hezbollah and Iran could materially and adversely affect our business. |
| ● | It may be difficult to enforce a U.S. judgment against us, our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors and these experts. |
| ● | We may issue additional ordinary shares or other equity securities without seeking approval of our shareholders, which would dilute the ownership interests represented by our ordinary shares and may depress the market price of our ordinary shares. |
| ● | We may not realize any value from the Evofem Notes and Purchase Rights, and the securities we issued as consideration for the Evofem Notes and Purchase Rights may prove to have been issued for assets that are ultimately worthless. |
| ● | The Evofem Notes are unsecured, deeply subordinated junior obligations, and any cash recovery is remote. |
| ● | Our ability to convert the Evofem Notes and exercise the Purchase Rights is subject to significant limitations although conversion or exercise (and subsequent sale of the resulting shares of Evofem common stock) is effectively our principal potential path to receiving value. |
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| ● | Even if we obtain shares of Evofem common stock, we may be unable to sell them at attractive prices or at all. |
| ● | We issued a very large number of ordinary shares and Pre-Funded Warrants as consideration in the Evofem Transaction, resulting in substantial dilution to our shareholders, potentially in exchange for assets that may yield no return. |
| ● | The pre-funded warrants issued in the Evofem Transaction cannot be exercised in full unless our shareholders approve the exercise and an increase in our authorized share capital, and such approval may not be obtained. |
| ● | Future sales, or the perception of future sales, of the Consideration Shares could depress the market price of our ordinary shares. |
| ● | We do not control Evofem, we have limited rights and limited information as a noteholder, and Evofem’s own disclosure and control environment present risks. |
| ● | If our investment securities become a significant portion of our total assets, we could be deemed an investment company under the Investment Company Act of 1940, which could materially restrict our business. |
These forward-looking statements are subject to a number of known and unknown risks, uncertainties, other factors and assumptions, including the risks described in Item 3.D “Key Information—Risk Factors” and elsewhere in this Annual Report.
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