What changed in this filing

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Item 1A. Risk Factors

2024-03-15 compared with 2023-03-24 · 113 added, 144 removed, 545 unchanged (32% of the section changed)

109 unchanged sentences

and results of operations .

Any significant growth in the market for our products or our entry

into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes.

23, 2023, we had one full-time employee, our Chief Executive Officer, and have two (2) executive officers, our Chief Technology Officer

and our Chief Financial Officer.

During any period of growth, we may face problems related to our operational and financial systems and

controls, including quality control and delivery and service capacities.

We would also need to continue to expand, train and manage our

employee base.

Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit,

maintain, integrate, and motivate new employees.

Any significant growth in the

market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial,

and other purposes.

As of March 14, 2024, we had one full-time employee, our Chief Executive Officer, and have two (2) executive officers,

our Chief Technology Officer and our Chief Financial Officer.

During any period of growth, we may face problems related to our operational

and financial systems and controls, including quality control and delivery and service capacities.

We would also need to continue to expand,

train and manage our employee base.

Continued future growth will impose significant added responsibilities upon the members of management

to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties

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timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

We have applied for a patent for certain

of our key technologies and may apply for additional patents in the future.

Our ability to protect our intellectual property and proprietary

technology is uncertain and may be inadequate, which may have a material and adverse effect on us.

We were granted a patent for certain of our key technologies and may apply for additional patents in the

Our ability to protect our intellectual property and proprietary technology is uncertain and may be inadequate, which may have

a material and adverse effect on us.

Our success depends significantly

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Risks Related to our Common Stock

In connection with the Share Exchange, Duke

obtained a ruling (the “Ruling”) from the Israeli Tax Authority with regard to the exemption of the Share Exchange from being

considered as a tax event for Israeli stockholder of Duke.

The Ruling we obtained in connection with the Share Exchange imposes conditions

that may limit our flexibility in operating our business and our ability to enter into certain corporate transactions.

The Ruling we obtained in

connection with the Share Exchange imposes a number of conditions that limit our flexibility in operating our business and in engaging

in certain corporate transactions.

In accordance with the terms of the Ruling, until the two-year anniversary of the Effective Time, we

agreed to maintain (and, to the extent that our operations expand, likewise expand) the same economic activity for the Company after the

Share Exchange as conducted by Duke prior to such transaction and that the Israeli Duke stockholders continue to hold at least twenty-five

percent (25%) of their holding in the Company’s issued and outstanding stock at the Effective Time.

Under certain circumstances,

these conditions may not allow us the flexibility that we need to operate our business and may prevent us from taking advantage of strategic

opportunities that would benefit our business and our stockholders.

Our executive officer, directors and certain

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Following the Share Exchange,

our current executive officer and directors hold approximately 22% of the issued and outstanding voting power of the Company’s outstanding

These persons have a controlling influence in determining the outcome of any corporate transaction or other matters submitted

to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of

directors, and other significant corporate actions.

As such, our directors and executive officer may have the power, acting alone or together,

to prevent or cause a change in control;

therefore, without their consent we could be prevented from entering into transactions that could

be beneficial to us.

The interests of our executive officer may give rise to a conflict of interest with the Company and the Company’s

shareholders.

our current executive officer and directors hold approximately 23.2% of the issued and outstanding voting power of the Company’s

outstanding shares.

These persons have a controlling influence in determining the outcome of any corporate transaction or other matters

submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets,

election of directors, and other significant corporate actions.

As such, our directors and executive officer may have the power, acting

alone or together, to prevent or cause a change in control;

therefore, without their consent we could be prevented from entering into

transactions that could be beneficial to us.

The interests of our executive officer may give rise to a conflict of interest with the Company

and the Company’s shareholders.

In addition, we have a number

of stockholders who are beneficial owners of more than 5% of our outstanding common shares, as of the Effective Time, including one such

shareholder who beneficially owns approximately 34% of our issued and outstanding shares, and as such, also may have the ability to prevent

us from entering into transactions that could be beneficial to us and/or other shareholders.

In addition, we have one additional non-affiliated

stockholder who beneficially owns more than 5% of our outstanding common shares.

Although none of these non-affiliated stockholders currently

have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for

approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant

corporate actions, obtaining their vote on certain matters may be necessary to effect certain actions that our management and directors

otherwise deem to be in the best interests of the Company.

shareholder who beneficially owns approximately 34.4% of our issued and outstanding shares, and as such, also may have the ability to

prevent us from entering into transactions that could be beneficial to us and/or other shareholders.

In addition, we have one additional

non-affiliated stockholder who beneficially owns more than 5% of our outstanding common shares.

Although none of these non-affiliated

stockholders currently have a controlling influence in determining the outcome of any corporate transaction or other matters submitted

to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of

directors, and other significant corporate actions, obtaining their vote on certain matters may be necessary to effect certain actions

that our management and directors otherwise deem to be in the best interests of the Company.

There is a substantial lack of liquidity

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limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

● variations in quarterly operating

results from the expectations;

● revisions in securities analysts’

estimates or reductions;

● our ability to obtain working

capital financing;

● announcements of new products

or services by us or our competitors and changes in our industry;

● reductions in the market share

of our products;

● announcements by us or our competitors

of significant strategic acquisitions;

variations in quarterly operating results from the expectations;

revisions in securities analysts’ estimates or reductions;

our ability to obtain working capital financing;

announcements of new products or services by us or our competitors and changes in our industry;

reductions in the market share of our products;

announcements by us or our competitors of significant strategic acquisitions;

loss of any strategic relationship;

regulatory developments;

● general technological, market

or economic trends;

● investor perception of our industry

or prospects;

general technological, market or economic trends;

investor perception of our industry or prospects;

insider selling or buying;

● investors entering into short

sale contracts;

● regulatory developments affecting

our industry;

● additions or departures of key

investors entering into short sale contracts;

regulatory developments affecting our industry;

additions or departures of key personnel.

Many of these factors are

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Risks Related to Israeli Law and Our Operations

We have offices and other significant operations

are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.

While our executive offices

are located in the United States, we maintain offices in Israel.

In addition, many of our officers and directors are residents of Israel.

Accordingly, political, economic and military conditions in Israel may directly affect our business.

Any armed conflicts, political instability,

terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present

trading partners could affect adversely our operations.

Ongoing and revived hostilities in the Middle East or other Israeli political

or economic factors, could harm our operations and solution development and cause any future sales to decrease.

In addition, instability in

the region may lead to deterioration in the political and trade relationships that exist between the State of Israel and certain other

Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions,

could harm our results of operations and could make it more difficult for us to raise capital.

Parties with whom we do business may sometimes

decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary

in order to meet our business partners face to face.

Several countries, principally in the Middle East, still restrict doing business

with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies

if hostilities in Israel or political instability in the region continues or increases.

Similarly, Israeli companies are limited in conducting

business with entities from several countries.

For instance, in 2008, the Israeli legislature passed a law forbidding any investments

in entities that transact business with Iran.

In addition, the political and security situation in Israel may result in parties with whom

we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements

pursuant to force majeure provisions in such agreements.

Our commercial insurance does

not cover losses that may occur as a result of events associated with war and terrorism.

Although the Israeli government currently covers

the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government

Our principal executive

offices and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic

and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s

war against them.

executive offices and corporate headquarters are located in Israel.

In addition, our officers and directors are residents of Israel.

political, economic and military and security conditions in Israel and the surrounding region may directly affect our business.

Any conflicts,

political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between

Israel and its present trading partners could adversely affect our operations.

Ongoing and revived hostilities in the Middle East or other

Israeli political or economic factors, could harm our operations.

October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian

and military targets.

Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s

border with the Gaza Strip and in other areas within the State of Israel.

These attacks resulted in extensive deaths, injuries and kidnapping

of civilians and soldiers.

Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against

these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications

on the Company’s business and operations and on Israel's economy in general.

These events may be intertwined with wider macroeconomic

indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability

to effectively conduct some of its operations.

connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations,

several hundred thousand Israeli military reservists were drafted to perform immediate military service.

As of March 14, 2024 none of

our employees and regular consultants (and their spouses or partners) in Israel have been called for reserve service.

Additional employees

(or their spouses or partners) may be called, for service in the current or future wars or other armed conflicts with Hamas, and such

persons may be absent for an extended period of time.

As a result, our operations in Israel may be disrupted by such absences, which disruption

may materially and adversely affect our business, prospects, financial condition and results of operations.

the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon has also launched missile, rocket and shooting attacks against

Israeli military sites, troops, and Israeli towns in northern Israel.

In response to these attacks, the Israeli army has carried out a

number of targeted strikes on sites belonging to Hezbollah in southern Lebanon.

It is possible that other terrorist organizations, including

Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities.

hostilities may include terror and missile attacks.

Any hostilities involving Israel or the interruption or curtailment of trade between

Israel and its trading partners could adversely affect our operations and results of operations.

Although the Israeli government currently

covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government

coverage will be maintained or that it will sufficiently cover our potential damages.

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These restrictive laws and policies may have an adverse impact on our operating results, financial

conditions or the expansion of our business.

condition or the expansion of our business.

A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which

could also adversely impact our business.

In addition, Israel is experiencing

a level of unprecedented political instability.

The Israeli government has been in a transitionary phase since December 2018, when the

Israeli Parliament, or the Knesset, first resolved to dissolve itself and call for new general elections.

Since then, Israel held general

elections five times - in April and September of 2019, in March of 2020, March of 2021 and in November of 2022.

Further, many Israeli citizens

are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40

(or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be

called to active duty.

In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists.

It is possible that there will be military reserve duty call-ups in the future.

Our operations could be disrupted by such call-ups, which

may include the call-up of members of our management.

Such disruption could materially adversely affect our business, prospects, financial

condition and results of operations.

Furthermore, the Israeli government

is currently pursuing extensive changes to Israel’s judicial system.

In response to the foregoing developments, individuals, organizations

and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business

environment in Israel including due to reluctance of foreign investors to invest or conduct business in Israel, as well as to increased

currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes

in macroeconomic conditions.

Such proposed changes may also adversely affect the labor market in Israel or lead to political instability

or civil unrest.

To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our

results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

Moreover, we cannot predict how this war will ultimately affect Israel’s economy in general,

which may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its

credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating from “stable” to “negative”).

We may also be targeted by cyber terrorists specifically because we are an Israeli-related company.

to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system.

In response to

the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that

the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest

or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased

volatility in securities markets, and other changes in macroeconomic conditions.

The risk of such negative developments has increased

in light of the recent Hamas attacks and the war against Hamas declared by Israel, regardless of the proposed changes to the judicial

system and the related debate.

To the extent that any of these negative developments do occur, they may have an adverse effect on our

business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

Our operations are subject to currency and

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may be limited because:

● intellectual property laws in

certain jurisdictions may be relatively ineffective;

● detecting infringements and

enforcing proprietary rights may divert management’s attention and company resources;

● contractual measures such as

non-disclosure agreements and confidentiality provisions may afford only limited protection;

● any patents we may receive will

expire, thus providing competitors access to the applicable technology;

● competitors may independently

develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights;

● competitors may register patents

in technologies relevant to our business areas;

intellectual property laws in certain jurisdictions may be relatively ineffective;

detecting infringements and enforcing proprietary rights may divert management’s attention and company resources;

contractual measures such as non-disclosure agreements and confidentiality provisions may afford only limited protection;

any patents we may receive will expire, thus providing competitors access to the applicable technology;

competitors may independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights;

competitors may register patents in technologies relevant to our business areas;

In addition, various parties

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and/or disruption of our information technology systems and related data.

“Cybersecurity” for more information.

A decline in the price of our common stock

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or the way we conduct business.

Unresolved Staff Comments.

Not applicable to smaller

reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors