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We may not be able to successfully assess or mitigate the current volatile economic climate and its direct and indirect impact on our business and operations, including our customers and vendors, or to correctly predict the duration and depth of the current instability of the global economy and take the right or sufficient measures to address it, and as a result our business, financial condition, results of operations and prospects would be adversely affected.
−Removed: The nature of our activities and our global presence and operations expose us to global and local macro and micro effects, including the effects of global economic trends such as the current global economic volatility, rising inflation, rising interest rates, price increases, armed conflicts in various regions including the Middle East and Eastern Europe, political changes and their impact on the economic markets, decrease in our customers' spend or available budget that causes decline in demand, up-sales or subscription renewals, and other adverse effects that might have direct or indirect effects on our business and results of operations that are hard to predict, monitor or assess.
+Added: The nature of our activities and our global presence and operations expose us to global and local macro and micro effects, including the effects of global economic trends such as the current global economic volatility, rising inflation, unpredictable interest rates, price increases, armed conflicts in various regions including the Middle East and Eastern Europe, political changes and their impact on the economic markets, decrease in our customers' spend or available budget that causes decline in demand, up-sales or subscription renewals, and other adverse effects that might have direct or indirect effects on our business and results of operations that are hard to predict, monitor or assess.
Such developments have caused and may continue to cause uncertainties and high volatility with respect to our estimated or expected results of operations, may develop differently from our estimations and expectations, and could have an adverse effect on our business, results of operations and financial condition.
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Many factors may contribute to declines in our growth rate, including slower market penetration, increased competition, slowing demand for our offerings, a failure by us to capitalize on growth opportunities, the maturation of our business, failure to deliver under our commitments or to satisfy customer expectations, global or regional economic downturns, including as a result of the continuing geopolitical tensions and active armed conflicts, and failure to adapt to such downturns, among others.
−Removed: While market demand for our offerings was growing at a robust rate prior to the COVID-19 pandemic, we have since experienced a slowdown as the effects of the COVID-19 pandemic have weakened and as a result of the current volatile economic climate.
−Removed: As a result, it is difficult to evaluate our current business and future prospects and any of the risks highlighted herein or other adverse circumstances may increase the risk that we will not be successful.
If our business, operations and financial results decline as a result of any of the factors described above, investors’ perceptions of our business and the market price of our common stock could be adversely affected.
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Our top ten customers in the aggregate accounted for approximately 31.5%, 30.0% and 28.9% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: For the years ended December 31, 2024 and December 31, 2023, Vodafone accounted for approximately 10.7% and 10.2% of our revenue, respectively.
−Removed: In the year ended December 31, 2022, no individual customer accounted for more than 10% out of our total revenue.
+Added: For the years ended December 31, 2025, December 31, 2024 and December 31, 2023 Vodafone accounted for approximately 10.1%, 10.7% and 10.2% of our revenue, respectively.
While the identity of the customers may vary from period to period, it is likely that we will continue to derive a significant portion of our revenue from a limited number of customers in the future and, in some cases, the portion of our revenue attributable to individual customers may increase.
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These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, or managing our business and operations more efficiently to offset these expenses.
−Removed: For example, our investments in AI-based initiatives introduced at the end of 2024 may not generate expected revenues if customers delay or underutilize these offerings, which in turn may further impact our ability to achieve profitability.
+Added: For example, our investments in AI-based initiatives, including recent acquisitions, may not generate expected revenues if customers delay or underutilize these offerings, which in turn may further impact our ability to achieve profitability
+Added: In addition, we may not succeed in implementing effective cost-saving measures.
+Added: For example, in the third quarter of 2025, we effected a cost-reduction and re-organization plan (the “2025 Reorganization Plan”), which included, among other things, downsizing approximately 10% of our workforce and adapting our organizational structure, roles, and responsibilities accordingly.
+Added: The 2025 Reorganization Plan was focused on realigning our operations to further increase efficiency and productivity, alongside our integration of enhanced AI-based technologies, to align our business strategy in light of uncertainties in the current macro-economic climate and to support our growth and profitability initiatives.
+Added: We may not be able to fully realize the cost savings, enhanced liquidity and other benefits anticipated from the 2025 Reorganization Plan or similar measures in the future.
Moreover, to the extent we are successful in increasing our customer base, we may also incur increased losses because the costs associated with acquiring customers are generally incurred up front, while the subscription revenue is generally recognized ratably over the subscription term.
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented in a timely manner.
−Removed: As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until our annual report for any fiscal year following such date that we are no longer an emerging growth company.
+Added: As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until our annual report for any fiscal year following such date that we are no longer an emerging growth company, which is expected to occur on December 31, 2026.
We need to continue to dedicate internal resources, engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.
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In addition, in connection with our product development efforts, we may introduce significant changes to our existing products or solutions, or develop or otherwise introduce new and unproven products or solutions, integrate new technologies such as AI models, including technologies with which we have little or no prior development or operating experience.
−Removed: This risk is amplified as we invest more heavily in AI-based technologies that rely on advanced algorithms and third-party large language models, potentially exposing us to new, and potentially novel, trade secret misappropriation or intellectual property disputes.
+Added: This risk is amplified as we invest more heavily in AI-based technologies that rely on advanced algorithms and third-party large language models, reliance on which could potentially expose us to new, and potentially novel, allegations of trade secret misappropriation or intellectual property disputes.
These new products, solutions and updates may not perform as expected, may fail to engage our customer base or other end users of our products, or may otherwise create a lag in adoption of such new products.
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If we are unable to successfully enhance our existing offerings to meet evolving customer requirements, increase adoption and use cases of our offerings, develop, or otherwise introduce new products and solutions and quickly resolve security vulnerabilities or other errors or defects, or if our efforts in any of these areas are more expensive or involved than we expect, our business, financial condition, and results of operations would be adversely affected.
+Added: In addition, under our 2025 Reorganization Plan we have downsized the number of our personnel, including research and development personnel.
+Added: Although the Reorganization Plans have taken into account what we believe are the necessary size, skills, know-how and experience of our personnel under our development plans, if our assessment was inaccurate or we fail to accurately estimate our future needs, there is a risk that we will be unable to effectively implement our development plans and suffer delays in execution thereunder, and as a consequence our business, financial condition, and results of operations would be adversely affected.
We may face risks associated with our use of certain AI and machine learning model technologies and compliance with the evolving regulatory framework around AI development and use.
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Given the probabilistic nature of machine learning and AI, use of such AI processing and tools may in some situations result in an inaccurate output.
−Removed: If our solutions (including those of our vendors and subcontractors) fail to perform as intended, our business, financial condition, and results of operations would be adversely affected.In addition, although the Company does not retain or use any of its customers' contents or metadata provided or uploaded by them or otherwise generated from their use of the Company's AI tools, nor does the Company use its customers' data or content for the creation of any AI-output for other users of the Company's systems and solutions, the processing of its customers' data may nonetheless result in the creation of residual know how, experience and information, statistical models, and training of deep learning, algorithms, simulations, statistics, predictability and other AI features and capabilities.
+Added: If our solutions (including those of our vendors and subcontractors) fail to perform as intended, our business, financial condition, and results of operations would be adversely affected.
+Added: In addition, although the Company does not retain or use any of its customers' contents or metadata provided or uploaded by them or otherwise generated from their use of the Company's AI tools, nor does the Company use its customers' data or content for the creation of any AI-output for other users of the Company's systems and solutions, the processing of its customers' data may nonetheless result in the creation of residual know how, experience and information, statistical models, and training of deep learning, algorithms, simulations, statistics, predictability and other AI features and capabilities.
If we fail to establish processes, policies, rules and contractual frameworks to avoid misuse or unauthorized use of our customers data, or to establish and secure the Company's rights with respect to its own developments, technologies and AI products and tools, or if evolving regulation of AI and machine learning model technologies would develop differently from our standards and policies, and as a consequence we may suffer claims for intellectual property infringement, misuse or abuse, then our business, financial condition, and results of operations would be adversely affected.
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For example, the California Privacy Protection Agency is currently in the process of finalizing regulations under the California Consumer Privacy Act (“CCPA”) regarding the use of automated decision-making.
−Removed: California also enacted seventeen new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI.
+Added: California also enacted numerous new laws that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI.
Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
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In Europe, on August 1, 2024, the EU Artificial Intelligence Act (the “EU AI Act”) entered into force, and establishes a comprehensive, risk-based governance framework for AI in the EU market.
−Removed: The majority of the substantive requirements will apply from August 2, 2026.
−Removed: The EU AI Act will apply to companies that develop, use and/or provide artificial intelligence in the EU and, depending on the artificial intelligence use case, includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, with fines for breaches of up to 7% of worldwide annual turnover.
−Removed: Once fully applicable, the EU AI Act will have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us.
+Added: The majority of the substantive requirements are expected to apply from August 2, 2026, though this may be subject to change pending ongoing EU legislative developments.
+Added: The EU AI Act will apply to companies that develop, use and/or provide artificial intelligence in the EU and, in relation to AI developed or deployed by the Company depending on the artificial intelligence use case, includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, with fines for breaches of up to 7% of worldwide annual turnover.
+Added: In addition, the revised EU Product Liability Directive came into force in December 2024, to be implemented into EU member state national law by December 2026.
+Added: This Directive extends the EU’s existing strict product liability regime to AI Technologies and AI-enabled products, and facilities civil claims in respect of harm caused by AI.
+Added: Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us.
Both in the United States and internationally, AI usage and development are the subject of evolving review by various governmental and regulatory agencies, including the SEC and the FTC, and changes in laws, rules, directives and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI.
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Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of AI could adversely affect our business, operations and financial condition.
+Added: See “Our expanded use of AI and generative AI technologies, including their incorporation into our offerings, may expose us to increased liability and new regulatory, compliance, and ethical risks” below for further information.
If we do not maintain the interoperability of our offerings across devices, operating systems, and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business, financial condition, and results of operations may be adversely affected.
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Certain of these companies are now, or may in the future become, competitors of ours, and could stop allowing or supporting access to our offerings, could allow access for us only at an unsustainable cost, or could make changes to the terms of access in order to make our offerings less desirable or harder to access, for competitive reasons, which would also have a negative impact on our business.
−Removed: A version of our Media Services is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights.
−Removed: We make a version of our Media Services, Kaltura Community Edition (“Kaltura CE”), available to the public at no charge under an open source license, the Affero General Public License version 3.0 (“AGPL”).
+Added: A version of our Rich Media Content Management System and its underlying APIs is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights.
+Added: We make a version of our Rich Media Content Management System and its underlying APIs, Kaltura Community Edition (“Kaltura CE”), available to the public at no charge under an open source license, the Affero General Public License version 3.0 (“AGPL”).
Although Kaltura CE does not include many widely used Kaltura applications, it can be used on a self-hosted basis as a standalone video platform.
−Removed: The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Kaltura CE.
−Removed: Anyone can download a free copy of this version of our platform from the internet, and we neither know who all of our AGPL licensees are, nor have visibility into how Kaltura CE is being used by licensees, so our ability to detect violations of the open source license is extremely limited.
+Added: The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Kaltura CE.Anyone can download a free copy of this version of our platform from the internet, and we neither know who all of our AGPL licensees are, nor have visibility into how Kaltura CE is being used by licensees, so our ability to detect violations of the open source license is extremely limited.
Additionally, even if we become aware of any violations, open source licenses, including the AGPL, have not been widely interpreted by courts, leading to uncertainty surrounding any ability to enforce such licenses.
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AGPL also would not prevent a commercial licensee from taking this open source version of our platform under AGPL and using it to compete in our markets by providing it to others for free.
−Removed: This competition can develop without the degree of overhead and lead time required by traditional proprietary software companies, due to the permissions allowed under AGPL.
It is also possible for competitors to develop their own software based on Kaltura CE.
−Removed: Although this software would also need to be made available for free under the AGPL, it could reduce the demand for and put pricing pressure on our offerings.
+Added: Although under the terms of the AGPL the source code for this software would also need to be made available to the public, such competitive products could reduce the demand for and put pricing pressure on our offerings.
We cannot guarantee that we will be able to compete successfully against current and future competitors, some of which may have greater resources than we have, or that competitive pressure or the availability of new open source software will not result in price reductions, reduced operating margins, and loss of market share.
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If we do not compete successfully, our business, financial condition and results of operations could be harmed.
−Removed: The markets in which we compete, including Enterprise Video Content Management (EVCM) and Online Video Platforms (OVP), Virtual Events and Webinars, and Cloud TV Software, are evolving rapidly and remain highly fragmented.
+Added: The markets in which we compete, including "Enterprise Video and Rich Media Content Creation and Management Systems", "Conversation Automation and Agentic Engagement Solutions", "Virtual Events, Webinars, and Interactive Learning Experiences", and "Cloud TV Software", are evolving rapidly and remain highly fragmented.
Many of our current and potential competitors are larger organizations with significantly greater financial, technical, and marketing resources, broader customer bases, and stronger brand recognition than we have.
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Any decrease in the sales prices for our products, without a corresponding decrease in costs, increase in volume or increase in revenue from our other offerings, would adversely affect our revenue and gross profit.
−Removed: This is particularly true with respect to our Events product and TV Solution, which generally entail significantly higher up-front costs compared to our other offerings.
+Added: This is particularly true with respect to our Events product and TVCMS solution, which generally entail significantly higher up-front costs compared to our other offerings.
We cannot assure you that we will be able to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.
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The loss of services of our senior management team, particularly our Chief Executive Officer, could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations.
−Removed: Additionally, the industry in which we operate is generally characterized by significant competition for skilled personnel, as well as high employee attrition.
−Removed: There is a shortage in personnel with the relevant know-how and experience for the development of our Video Products and Media Services, particularly for DevOps, engineering, research and development, sales, and support positions, and we may not be successful in attracting, integrating, and retaining qualified personnel to fulfill our current and future needs.
+Added: Additionally, the industry in which we operate is generally characterized by significant competition for skilled personnel, especially in areas of our business that require expertise with AI and other emerging technologies, as well as high employee attrition.
+Added: There is a shortage in personnel with the relevant know-how and experience for the development of our platform and products, particularly for DevOps, engineering, research and development, sales, and support positions, and we may not be successful in attracting, integrating, and retaining qualified personnel to fulfill our current and future needs.
Many of the companies against which we compete for personnel have greater financial resources, scale and branding than we do, and it may be more difficult for us to attract and retain qualified personnel predominately in Israel, where most of our research and development positions are located, and in New York, where our headquarters is located.
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• limitations on our ability to reinvest or transfer earnings from operations derived from one country to fund the capital needs of our operations in other countries;
−Removed: • limited or unfavorable—including greater difficulty in enforcing—intellectual property protection;
+Added: • limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; and
• exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
Foreign Corrupt Practices Act of 1977, as amended, and similar applicable laws and regulations in other jurisdictions.
−Removed: • risks resulting from a pandemic, epidemic, or outbreak of infectious disease, such as resurgence of COVID-19 or its variants, including uncertainty regarding what measures the U.S.
−Removed: or foreign governments will take in response.
If we are unable to address these difficulties and challenges or other problems encountered in connection with our international operations and expansion, we might incur unanticipated liabilities or we might otherwise suffer harm to our business generally.
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As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies, and enter into other strategic transactions and relationships in the ordinary course.
−Removed: For example, expanding our AI capabilities is a current focus, and we may pursue targeted acquisitions or investments in specialized verticals or AI-centric companies as part of our strategy to enhance our product offerings.
+Added: For example, expanding our AI capabilities is a current focus:
+Added: in 2025, we acquired eSelf AI, a multimodal AI lab developing technology for agentic interactions with live avatars and in March 2026, we signed a definitive agreement to acquire PathFactory, a provider of content journey orchestration and engagement analytics solutions.
+Added: We may pursue other targeted acquisitions or investments in specialized verticals or AI-centric companies as part of our strategy to enhance our product offerings .
Our ability to grow our revenues, earnings, and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at acceptable prices, realize anticipated synergies and make appropriate investments that support our long-term strategy.
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As the use of our offerings among new and existing customers expands, particularly to more sensitive, secure, or mission critical uses, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our offerings fail to perform as contemplated in such deployments.
−Removed: We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors, or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems.
+Added: We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors, or performance failures, which could require us to allocate significant research and development and customer
+Added: support resources to address these problems.
Despite our efforts, such corrections may take longer to develop and release than we or our customers anticipate and expect.
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Additionally, the use of AI, Gen-AI and large language models (“LLMs”), including those of third parties, is expected to pose new or unknown cybersecurity risks and challenges, including increasing data leakage risks.
−Removed: Any security breach, data loss, or other compromise, including those resulting from a cybersecurity attack, social engineering, phishing attack, human or technological error, or any unauthorized access, unauthorized usage (including malfeasance by insiders), malware (including ransomware), malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of, Confidential Information, damage to our reputation, litigation (such as class actions), regulatory investigations and enforcement actions, reputational harm, loss of existing or future customers, imposition of fines, or other liabilities.
+Added: Any security breach, data loss, or other compromise, including those resulting from a cybersecurity attack, social engineering, phishing attack, human or technological error, or any unauthorized access, unauthorized usage (including malfeasance by insiders), malware (including ransomware), malicious code, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of, Confidential Information, damage to our reputation, litigation (such as class actions), regulatory investigations and enforcement actions, reputational harm, loss of existing or future customers, imposition of fines, or other liabilities.
These attacks may come from diverse threat actors, such as individual hackers, hacktivists, criminal groups, and state-sponsored organizations.
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Moreover, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, effectively protect our IT Systems and Confidential Information.
−Removed: Additionally, there can be no assurance that our cybersecurity measures and tools will not be circumvented or penetrated by attackers or would keep pace with the constantly evolving threats in a timely manner.We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor.
+Added: Additionally, there can be no assurance that our cybersecurity measures and tools will not be circumvented or penetrated by attackers or would keep pace with the constantly evolving threats in a timely manner.
+Added: We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor.
We could be required to expend significant capital and other resources to protect against and address any data security incident or breach, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, regulatory compliance, breach notification, legal advice, public relations advice, system repair or replacement, data recovery or other services.
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Our expanded use of AI and generative AI technologies, including their incorporation into our offerings, may expose us to increased liability and new regulatory, compliance, and ethical risks.
−Removed: We recently launched or enhanced AI-driven offerings, including Work Genie and Class Genie, that rely on generative models or other advanced algorithms.
+Added: We have launched and recently further enhanced AI-driven offerings, including Work Genie and Class Genie, Agentic Avatars, Publishing Agents and Content Lab, that rely on generative models or other advanced algorithms.
The continuous development, maintenance and operation of our AI-driven offerings is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors.
−Removed: For instance, the underlying model can experience decay (also known as “model drift”) in which its performance and accuracy decreases over time without further human intervention to correct such decay.
−Removed: These AI tools may also inadvertently produce inaccurate or biased outputs, leading to reputational harm or potential claims by customers.
−Removed: Our efforts to develop AI-driven offerings could increase our operating costs.
−Removed: Our ability to develop AI-driven offerings may be limited by our access to processing infrastructure or training data, as we do not license data from third parties nor train our models on third parties' or customers' data, and additionally, we may be dependent on third-party providers for processing infrastructure resources such as cloud facilities providers and others.
+Added: These AI tools may inadvertently produce inaccurate, misleading or biased outputs or other discriminatory or unexpected results such as hallucinatory behavior, in each case potentially leading to harm to our reputation, business or customer relationships and to potential claims by customers and other third parties.
+Added: For example, the underlying model can experience decay (also known as “model drift”) in which its performance and accuracy decreases over time without further human intervention to correct such decay.
+Added: Our efforts to develop AI-driven offerings could increase our operating costs, and our ability to develop any such offerings may be limited by our access to processing infrastructure or training data, as we do not license data from third parties nor train our models on third parties' or customers' data.
+Added: Additionally, we may be dependent on third-party providers for processing infrastructure resources such as cloud facilities providers and others, which could increase our operating costs.
Nonetheless, the expansion of AI based usage and offering, may create a need for additional data sources for training, which in turn could require us to explore more alternatives and accommodate the risks associated therewith, such as such data source integrity and freedom from third party rights or bias information.
+Added: Certain of the data that we use in developing our AI solutions is licensed from third parties, and we are dependent upon our ability to obtain necessary data licenses within appropriate time frames and on commercially reasonable terms, and such third parties’ assurances that such data was obtained and provided to us lawfully.
+Added: Our data suppliers may withhold their data from us in certain circumstances, for example:
+Added: if there is a competitive reason to do so;
+Added: if we breach our contract with a supplier;
+Added: if they are acquired by one of our competitors;
+Added: or if new laws or case law restrict the use or dissemination of the data they provide.
+Added: Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality, vendor or other standards.
+Added: If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we sever ties with our data suppliers based on their inability to meet our standards, our ability to provide products and services to our customers, and our revenue prospects, could be materially adversely impacted.
+Added: Our AI-driven offerings could generate output that is infringing, and we could be subject to claims or lawsuits, including for infringement of third-party intellectual property rights as a result of the output of such AI offerings.
We may also experience difficulties in enforcing the intellectual property rights in output generated by generative AI.
The United States Copyright Office has previously denied copyright protection for content generated by AI, and the United States Patent and Trademark Office has similarly stated that an AI tool cannot be an “inventor” of a patent, rendering it impossible to obtain patent protection for inventions created solely by AI.
−Removed: The Supreme Court of the United Kingdom has reached a similar conclusion, stating that AI systems cannot be named as an “inventor” for UK patent law purposes.
+Added: More broadly, whether a work of authorship or an invention developed by humans and AI together can be adequately protected by copyright or patent law is still an unresolved area of law in the U.S.
In addition, if we are deemed to not have sufficient rights to the data we use to train our generative AI, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S.
−Removed: courts against other developers of generative AI, and in which the outcome of such litigation is uncertain.
+Added: courts against other developers of certain generative AI tools, and in which the outcome of such litigation is uncertain.
+Added: A number of aspects of intellectual property protection in the field of AI and machine learning are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs.
+Added: The law is also uncertain across jurisdictions regarding the copyright ownership of content that is produced in whole or in part by generative AI tools.
+Added: If we fail to obtain protection for the intellectual property rights concerning our AI offerings or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products which could adversely affect our business, reputation and financial condition.
+Added: Given the long history of development of AI offerings, other parties may also have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI offerings.
Further, the market for AI-driven offerings is rapidly evolving, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our offerings may be inaccurate.
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If our plan to acquire or invest in AI-focused or niche vertical businesses is not successful, our future growth could be limited and our operating results could suffer.
−Removed: We may pursue targeted acquisitions or investments in specialized verticals or AI-centric companies as part of our 2025 strategy to expand our product offerings.
+Added: In 2025, we acquired eSelf AI, a multimodal AI lab developing technology for agentic interactions with live avatars.
+Added: We may pursue other targeted acquisitions or investments in specialized verticals or AI-centric companies as part of our strategy to expand our product offerings.
These transactions may involve significant costs, management distractions, or integration challenges, including merging complex AI technologies with our existing platform.
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Further, the steps we take to protect our intellectual property and proprietary rights may be inadequate.
−Removed: We may not be able to register our intellectual property rights in all jurisdictions where we conduct or anticipate conducting business, may experience conflicts with third parties who contest our applications to register our intellectual property, and may choose to register intellectual property rights providing insufficient coverage.
+Added: We may not be able to register our intellectual property rights in all jurisdictions where we conduct or anticipate conducting business, may experience conflicts with third parties who contest our applications to register our intellectual property, or may choose to register intellectual property rights that do not cover all aspects of an invention or work.
Even if registered or issued, we cannot guarantee that our trademarks, patents, copyrights or other intellectual property or proprietary rights will be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.
−Removed: Furthermore, in such case our copyrights, patents or other intellectual property rights would be made public without assuring adequate protection.
We will not be able to protect our intellectual property and proprietary rights if we are unable to enforce our rights or if we do not detect infringement, misappropriation, dilution or other unauthorized use or violation thereof.
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Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.
−Removed: We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute, or diminish the value of our trademarks and other proprietary rights.
+Added: We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute, or diminish the value of our domain names, trademarks and other proprietary rights.
Additionally, our trademarks may be opposed, otherwise challenged or declared invalid, unenforceable or generic, or determined to be infringing on or dilutive of other marks.
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If third parties succeed in registering or developing common law rights in such trademarks and we are not successful in challenging such third-party rights, or if our trademark rights are successfully challenged, we may not be able to use our trademarks to commercialize our products in certain relevant jurisdictions.
−Removed: Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create offerings that compete with ours.
−Removed: Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our products are available.
+Added: Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create offerings that compete with ours, or to otherwise infringe or misappropriate our intellectual property.
+Added: Effective patent, trademark, copyright trade secret and other intellectual property right protection may not be available to us in every country in which our products are available.
The laws of some countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate.
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In order to protect our intellectual property and proprietary rights and to monitor for and take action against any infringement, misappropriation or other violations thereof, we may be required to spend significant resources.
−Removed: Litigation may be necessary to enforce and protect our trade secrets and other intellectual property and proprietary rights, which could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property.
+Added: Litigation may be necessary to enforce and protect our trade secrets and other intellectual property and proprietary rights, which may include bringing and defending claims from third parties, which could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property.
Further, our efforts to enforce our intellectual property and proprietary rights may be met with defenses, counterclaims, and countersuits attacking the ownership, scope, validity, and enforceability of such rights.
−Removed: Our inability to protect our proprietary technology or our brand against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offerings or impair their functionality, delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, or injure our reputation.
+Added: Our inability to protect our proprietary technology or our brand against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offerings or impair their functionality, delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, result in us and / or our customers being required to cease use of all or part of existing offerings, or injure our reputation.
Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and growth prospects.
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Some open-source licenses may subject us to certain requirements, including requirements that we offer additional portions of our solutions for reduced or no cost, that we make publicly available at no charge the source code for modifications or derivative works we create based upon, incorporating, linking to or using the open-source software (which could include valuable proprietary code), and that we license such modifications or derivative works under the terms of applicable open-source licenses.
−Removed: If an author or other third party that distributes such open-source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our offerings that contain the open-source software and required to comply with onerous conditions or restrictions on these offerings, which could disrupt the distribution and sale of these offerings.
+Added: If an author or other third party that distributes such open-source software were to allege that we had not complied with the conditions of one or more of these licenses, From time to time, we may face claims from third parties claiming infringement of their intellectual property rights, or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our offerings that contain the open-source software and required to comply with onerous conditions or restrictions on these offerings, which could disrupt the distribution and sale of these offerings.
+Added: We could also face claims from third parties demanding the release of or license of the open-source software or derivative works we develop using such software.
In addition, there have been claims challenging the ownership rights in open-source software against companies that incorporate open-source software into their products, and the licensors of such open-source software provide no warranties or indemnities with respect to such claims.
−Removed: In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our platform, products, and solutions, which may not be available on reasonable terms or at all, and to re-engineer our offerings or discontinue the sale of our offerings in the event re-engineering cannot be accomplished on a timely basis or at all.
+Added: In any of these events, we and / or our customers could be required to seek licenses from third parties in order to continue offering or using (as applicable) our platform, products, and solutions, which may not be available on reasonable terms or at all, to publicly release the affected portions of the affected source code, and / or to re-engineer our offerings or discontinue the sale of our offerings in the event re-engineering cannot be accomplished on a timely basis or at all.
We are subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security.
Our actual or perceived failure to comply with such obligations could adversely affect our business.
−Removed: We receive, collect, store, process, transfer, share and otherwise use or host information about individuals and/or that constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”), including data relating to users of our offerings, our employees and contractors, and other persons.
+Added: We receive, collect, store, process, transfer, share and otherwise use or host Personal Information, including data relating to users of our offerings, our employees and contractors, and other persons.
We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of certain data, including Personal Information and other sensitive information about individuals.
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As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.
+Added: In addition, the Video Privacy Protection Act (“VPPA”), which restricts the disclosure of consumers’ video viewing information, and state wiretapping statutes, such as the California Invasion of Privacy Act (“CIPA”), have become the basis for a significant increase in class action litigation targeting companies that deliver video content online or deploy cookies and similar tracking technologies.
+Added: Given the nature of our business and our use of cookies and similar technologies, , we may be exposed to claims under these or similar statutes.
+Added: Such claims could result in class action litigation and statutory damages, which could adversely affect our business, financial condition, and results of operations.
Various other U.S.
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For example, the CCPA, provides data privacy rights for California residents and imposes operational requirements on covered companies, such as obligations to provide disclosures to California residents and receive and respond to data privacy rights requests.
−Removed: An amendment to the CCPA created a state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.
The CCPA marked the beginning of a trend toward more stringent data privacy legislation in the United States, which could also increase our potential liability and adversely affect our business, with “copycat” laws or other similar laws being passed or proposed in numerous states across the country.
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We expect the existing legal complexity and uncertainty regarding international personal information transfers to continue.
−Removed: In particular, we expect the European Commission approval of the DPF for data transfers to certified entities in the United States to be challenged and further interpreted and developed, and international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
+Added: In particular, we expect international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines;
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violations of such laws could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage.
+Added: EU data-related laws apply to some of our offerings, including the EU Data Act, with the majority of its provisions came into effect on September 12, 2025 and established new requirements for providers of data processing services (including cloud and SaaS, among other service models) into the EU.
+Added: The EU Data Act requires providers to facilitate customers switching to other providers or solutions and porting their data within certain timeframes;
+Added: remove technical, contractual, and commercial obstacles to service switching;
+Added: and include certain mandatory terms in customer contracts, amongst other requirements.
+Added: Failure to comply with the EU Data Act can result in regulatory enforcement and fines, civil claims, and reputational damage.
+Added: The EU Data Act, together with developing guidance in this area, may require changes to our customer contracts, operations, and business practices, increase our compliance costs, require adjustments to our financial measurements and reporting practices, and adversely affect our financial condition, business, and operations.
+Added: We are continuing to monitor the application and impact of the EU Data Act as further guidance, practice and enforcement trends emerge.
+Added: We may be subject to online content regulations, and our actual or perceived failure to comply with applicable regulations could adversely affect our business.
+Added: The EU, UK and certain other jurisdictions have enacted, or may enact in the future, regulations that may govern the content that we or our users share or make available via the solutions we offer.
+Added: In the EU, the Digital Services Act (the “DSA”) sets out rules regarding, in addition to other related matters, the potential liability of providers of certain online solutions for content shared or made available via those solutions.
+Added: In the United Kingdom, the Online Safety Act 2023 (the “OSA”) similarly imposes requirements on providers of certain online user-to-user (and search) services to protect users from illegal and harmful content, and other related matters.
+Added: The DSA and OSA may increase our compliance costs, expose us to potential regulatory action and liability and / or require changes to our user interfaces, processes, operations, and business practices, which may adversely affect our ability to attract, retain, and provide our services to customers, and may otherwise adversely affect our business, results of operations, and financial condition.
+Added: Failure to comply with the DSA can result in fines of up to 6% of total annual worldwide turnover and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to infringement by the provider to comply with the DSA.
+Added: Failure to comply with the OSA can result in fines of up to 10% of total annual worldwide turnover or GBP 18 million (whichever is greater).
We rely on software and services licensed from other parties.
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We cannot assure you that additional financing will be available to us on favorable terms when required, or at all.
−Removed: Moreover, due to the volatile economic climate and increased inflation and interest rates, the net cash derived from our operations may be reduced while the availability of new financing may be limited, costly or unavailable.
+Added: Moreover, due to the volatile economic climate and increased inflation and uncertainty around interest rates, the net cash derived from our operations may be reduced while the availability of new financing may be limited, costly or unavailable.
If we raise additional funds through the issuance of equity or equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of our common stock, and our stockholders may experience dilution.
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• we may be vulnerable during a downturn in general economic conditions or in our business, or may be unable to carry on capital spending that is important to our growth;
−Removed: • if, due to the volatile economic climate and increased inflation and interest rates, the net cash derived from our operations decreases and the cost of financing increases, and we fail to pursue adequate measures to adapt to those changes, we may fail to satisfy our financial covenants under the Term Loan Facility and Revolving Credit Facility, or otherwise lack the financial resources or financing required to pursue our annual operation plan.
+Added: • if, due to the volatile economic climate and increased inflation and unpredictable interest rates, the net cash derived from our operations decreases and the cost of financing increases, and we fail to pursue adequate measures to adapt to those changes, we may fail to satisfy our financial covenants under the Term Loan Facility and Revolving Credit Facility, or otherwise lack the financial resources or financing required to pursue our annual operation plan.
In addition, the Credit Agreement (as defined below) contains, and any agreements evidencing or governing other future indebtedness may also contain, certain restrictive covenants that limit or otherwise restrict our ability, among other things, to:
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We are subject to various governmental export control, trade and economic sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
−Removed: In some cases, our software is subject to export control laws and regulations, including the Export Administration Regulations administered by the U.S.
−Removed: Department of Commerce, the Israeli Control of Products and Services Decree (Engagement in Encryption), 5735-1974, and the Israeli Law of Regulation of Security Exports, 5767-2007, and our business must also be conducted in compliance with applicable trade and economic sanctions laws and regulations, including those administered and enforced by OFAC, the U.S.
+Added: In some cases, our software and related technology may be subject to export control laws and regulations, including the Export Administration Regulations administered by the U.S.
+Added: Department of Commerce.
+Added: Restrictions may also apply to the provision of certain services, software updates, or technical support, including where access is provided through cloud environments.
+Added: Our business must also be conducted in compliance with applicable trade and economic sanctions laws and regulations, including those administered and enforced by OFAC, the U.S.
Department of State, the U.S.
−Removed: Department of Commerce, the United Nations Security Council and other relevant regulators and sanctions authorities in our countries of operation (collectively, “Trade Controls”).
−Removed: As such, a license may be required to export or re-export our products, or provide related services, to certain countries and end users, as well as for certain end uses.
−Removed: Further, our offerings that incorporate encryption functionality may be subject to special controls applying to encryption items and/or certain reporting requirements.
−Removed: We have certain customer and third party relationships in Russia, Belarus and Ukraine.
+Added: Department of Commerce, and other relevant regulators and sanctions authorities in our countries of operation (collectively, “Trade Controls”).
+Added: As such, licenses may be required to export or re-export our products, or transfer or release our technology, or for providing related services, to certain countries and end users, as well as for certain end uses.
+Added: In addition, relevant regulators have modified and may further modify the scope or administration of encryption-related controls, including in Israel, which could change our licensing or reporting obligations.
+Added: We have certain limited customer and third party relationships in territories subject to significant export controls.
In response to the Russian invasion of Ukraine, the U.S.
government, the European Union, the United Kingdom and other countries and jurisdictions in which we operate, have imposed enhanced export and import controls and economic sanctions targeting Russia and Belarus, including for example, certain industry sectors, products and professional services related to Russia, and have also designated certain individuals and entities as subject to blocking or asset freeze measures, which may restrict dealings with those designated persons or entities owned or controlled by such persons, and may impose additional Trade Controls in the future.
−Removed: Consequently, we have reassessed those relationships and took measures to comply with these Trade Controls.
+Added: Consequently, we have reassessed those relationships and have been taking ongoing measures to comply with these Trade Controls.
These Trade Controls are evolving and undergoing constant changes as the war continues, which may require reassessment, changes in or cessation of our dealings with Russia and other regimes in the region or elsewhere.
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Our global operations expose us to the risk of violating, or being accused of violating, Trade Controls.
−Removed: While we have procedures in place designed to comply with Trade Controls, we cannot guarantee that these procedures will be successfully followed or keep pace with the ongoing regulatory changes or that the relevant regulators shall apply the same interpretation, judgement and standards as we do, and failure to comply could subject us to both civil and criminal penalties, including substantial fines, disgorgement of profits, possible incarceration of responsible individuals for willful violations, possible loss of our export or import privileges, and reputational harm.
+Added: While we have procedures in place designed to comply with Trade Controls, we cannot guarantee that these procedures will be successfully followed or keep pace with the the changes in our products and expanding product lines, ongoing regulatory changes or that the relevant regulators shall apply the same interpretation, judgment and standards as we do, and failure to comply could subject us to both civil and criminal penalties, including substantial fines, disgorgement of profits, possible incarceration of responsible individuals for willful violations, possible loss of our export or import privileges, and reputational harm.
Further, the process for obtaining necessary licenses may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities.
−Removed: Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that our offerings are widely distributed throughout the world and are available for download without registration.
+Added: Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that our offerings are widely distributed throughout the world and are, in some cases, available for download without registration.
Although we have no knowledge that our activities have resulted in violations of Trade Controls, any failure by us or our partners to comply with applicable laws and regulations would have negative consequences for us, including reputational harm, government investigations, and penalties.
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laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we or our customers operate, can materially adversely affect our business, results of operations, and financial condition.
−Removed: government has recently imposed significant tariffs on imports from certain jurisdictions and indicated the likely imposition of or significant increase in tariffs on goods imported into the United States from many other jurisdictions in the near future, which could lead to corresponding punitive actions by the countries with which the U.S.
+Added: government has recently imposed significant tariffs on imports from certain jurisdictions and may impose other substantial increases in tariffs on goods imported into the United States in the near future, which has led to corresponding punitive actions by the countries with which the U.S.
+Added: trades and may lead to further such actions.
Any changes or potential changes in trade policies in the United States and the potential corresponding actions by other countries in which we do business could adversely and materially affect our business, results of operations, and financial condition.
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For example, the Inflation Reduction Act of 2022 enacted in the United States introduced, among other changes, a 15% corporate minimum tax on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations.
−Removed: To the extent that these or other changes have a negative impact on us or our consumers, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations and cash flow.
+Added: On July 4, 2025, H.R.
+Added: 1, the “One Big Beautiful Bill Act” (the “OBBBA”), was signed into law in the United States, which includes revisions to certain business tax provisions such as the expansion of rules related to deductibility of executive compensation, the reinstatement of bonus depreciation deductions for qualified property, the restoration of EBITDA-based business interest expense limitation and certain changes relating to the taxation of non-US activities.
+Added: To the extent that these or other changes have a negative impact on us or our consumers, including as a result of related uncertainty, these changes may materially and adversely impact us, our business, financial condition, results of operations and cash flow.
There can be no assurance that our effective tax rates, tax payments, tax credits, or incentives will not be adversely affected by changes in tax laws in various jurisdictions.In addition, the Organization for Economic Cooperation and Development (“OECD”), with the support of the G20, initiated the base erosion and profit shifting (“BEPS”) project in 2013 in response to concerns that changes were needed to international tax laws.
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In October 2021, 137 member jurisdictions of the G20/OECD Inclusive Framework on BEPS joined the “Statement on a Two-Pillar Solution to Address the Tax Challenges Arising from the Digitalisation of the Economy” which sets forth the key terms of such Two-Pillar Solution, including a reallocation of taxing rights among market jurisdictions under Pillar One and a global minimum tax rate of 15% under Pillar Two.
−Removed: The agreement reached by 137 of the 140 members of the OECD’s Inclusive Framework on BEPS targeted law enactment to take effect in 2023 with applicability from fiscal years beginning on or after December 31, 2023.
−Removed: On December 20, 2021, the OECD published model rules to implement the Pillar Two rules with commentary to those rules released in March 2022 and administrative guidance published in February 2023 and July 2022.
−Removed: The model rules, commentary and guidance allow the OECD’s Inclusive Framework members to begin implementing the Pillar Two rules in accordance with the agreement reached in October 2021.
−Removed: Numerous countries have enacted, or are in the process of enacting, legislation to implement Pillar Two model rules.
−Removed: As the Two-Pillar Solution is subject to implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain.
−Removed: These changes, if and when enacted, by various countries in which we do business may increase our taxes in these countries.
+Added: On June 28, 2025, the G7 and the U.S.
+Added: Department of the Treasury issued a statement indicating the G7’s commitment to a side-by-side system that would exclude U.S.
+Added: parented groups from certain aspects of the Pillar Two minimum global tax principles.
+Added: On January 5, 2026, more than 145 countries in the OECD/G20 Inclusive Framework agreed to have U.S.
+Added: headquartered companies remain subject to only U.S.
+Added: global minimum taxes while exempting them from Pillar Two.
+Added: However, the precise contours of this side-by-side agreement as well as the details about its implementation by specific jurisdictions are uncertain and it is unclear what impact, if any, adoption of these guidelines and their implementations may have on taxes applicable to us, which may include increased taxes in the countries we do business in.
The foregoing tax changes and other possible future tax changes may have an adverse impact on us, our business, financial condition, results of operations and cash flow.
−Removed: Recently, the Trump administration has proposed a number of changes to the U.S.
−Removed: Many aspects of these proposals are unclear or undeveloped and we are unable to predict which, if any, U.S.
−Removed: tax reform proposals will be enacted into law, and what effects any enacted legislation might have on our effective tax rate and tax obligations.
−Removed: In addition, the Trump administration has indicated that the United States may impose retaliatory measures with respect to jurisdictions that have, or are likely to, put in place tax rules that are extraterritorial or disproportionately affect U.S.
−Removed: The likelihood of these changes being enacted or implemented is unclear.
−Removed: We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.
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In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.
−Removed: In addition, Iran has threatened to attack Israel and may be developing nuclear weapons.
−Removed: Some of these hostilities were accompanied by missiles being fired against civilian targets in various parts of Israel, including areas in which our employees, and some of our consultants are located, and negatively affected business conditions in Israel.
−Removed: In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets.
−Removed: Hamas also launched extensive rocket attacks on the Israeli population within the State of Israel.
−Removed: These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers.
−Removed: Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against this terrorist organization commenced.
−Removed: Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel.
−Removed: In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon, which was followed by ground operation.
−Removed: Although the parties have entered into a ceasefire agreement, there is no assurance that the situation shall become stable.
−Removed: Furthermore, following Hamas’ attack on Israel and Israel’s security cabinet declaration of war against Hamas, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen, and launched missile, rocket and shooting attacks against Israeli military sites, troops and Israeli towns, which were responded by air strikes counter attacks by the Israeli Air Force.
−Removed: Iran also took part in the armed conflict and mutual strikes have been launched.
−Removed: Iran, the Houthi movement and Israel has unofficially entered into a ceasefire in conjunction with the Gaza Strip and Lebanon frontiers ceasefire, however, the situation remains unstable and it is hard to predict the future developments or further escalations.
−Removed: Additionally, Hamas terrorists in the West Bank launched several terrorists attacks on Israeli civilians, which triggered an escalation of military actions to prevent those attacks in certain areas of the West Bank.It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities.
In addition the overthrow of the Assad regime and installation of a new Syrian government has created further instability in the region and left the geopolitical and security situation in Syria and the country’s potential role in the armed conflicts in the region uncertain.
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A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
−Removed: Israel’s most recent general elections were held on November 1, 2022.
−Removed: Uncertainty surrounding future elections and/or the results of such elections in Israel may continue and the political situation in Israel may further deteriorate.
−Removed: In addition, prior to the Hamas attack in October 2023, the Israeli government pursued changes to Israel’s judicial system.
−Removed: In response to the foregoing developments, certain individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that such proposed changes, if adopted, 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 ratings, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions.
−Removed: Such proposed changes may also lead to political instability or civil unrest.
−Removed: To the extent that any of these negative developments materialize, they may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.
Certain tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.
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An inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration.
−Removed: Our principal stockholders continue to have significant influence over us.
−Removed: Our principal stockholders each holding more than 5% of our outstanding common stock collectively beneficially owned a majority of our outstanding common stock as of December 31, 2024.
−Removed: These stockholders or their affiliates will be able to exert significant influence over us and, if acting together, will be able to control matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, including a merger, consolidation, or sale of all or substantially all of our assets and the issuance or redemption of equity interests in certain circumstances.
−Removed: The interests of these stockholders may not always coincide with, and in some cases may conflict with, our interests and the interests of our other stockholders.
−Removed: For instance, these stockholders could attempt to delay or prevent a change in control of our company, even if such change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock.
−Removed: This concentration of ownership may also affect the prevailing market price of our common stock due to investors’ perceptions that conflicts of interest may exist or arise.
−Removed: As a result, this concentration of ownership may not be in your best interests.
Future sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain.
Future sales of a substantial number of shares of our common stock in the public market, particularly sales by our directors, executive officers, and significant stockholders, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
−Removed: As of February 13, 2025, we had 154,138,268 shares of our common stock outstanding.
+Added: As of March 1, 2026, we had 148,735,559 shares of our common stock outstanding.
All shares of our common stock may be resold in the public market immediately without restriction, unless restricted as a result of securities laws or purchased or held by one of our affiliates, in which case the resale of such securities will generally be subject to volume limitations and other requirements under Rule 144 of the Securities Act.
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Your ownership and voting power may be diluted by the issuance of additional shares of our common stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise.
−Removed: We have 845,861,732 shares of common stock authorized but unissued, based on the number of shares of our common stock outstanding as of February 13, 2025.
+Added: We have 851,264,441 shares of common stock authorized but unissued, based on the number of shares of our common stock outstanding as of March 1, 2026.
Subject to compliance with applicable rules and regulations, we may issue common stock or securities convertible into common stock from time to time for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with a financing, acquisition, investment, our equity incentive plans or otherwise.
−Removed: As of December 31, 2024, we had 16,321,014 shares of our common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $3.29 per share, 16,302,264 of which were vested as of such date, 12,331,745 shares of our common stock issuable upon the vesting of restricted stock units and 4,423,347 additional shares of our common stock reserved for future issuance under our 2021 Incentive Award Plan.
+Added: As of December 31, 2025, we had 13,615,770 shares of our common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $3.37 per share, all of which were fully vested as of such date, 9,635,959 shares of our common stock issuable upon the vesting of restricted stock units and 7,331,910 additional shares of our common stock reserved for future issuance under our 2021 Incentive Award Plan.
Any additional shares of common stock that we issue, including under our 2021 Incentive Award Plan or other equity incentive plans that we may adopt in the future, or in connection with the exercise of outstanding warrants, would dilute the percentage ownership and voting power held by existing stockholders.
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Any such issuance could substantially dilute the ownership and voting power of our existing stockholders and cause the market price of our common stock to decline.
−Removed: We cannot guarantee we will conduct share repurchases in any specified amounts or particular frequency.
−Removed: On June 11, 2024, we announced that our Board has authorized a share repurchase program of up to $5.0 million of our common stock.
−Removed: Under the program, we may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means.
−Removed: The volume, timing, and manner of any repurchases will be determined at our discretion, subject to general market conditions, as well as the our management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors.
−Removed: The repurchase program does not obligate us to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of the Board of Directors.
−Removed: Repurchases under this authorization could affect our stock price and increase its volatility, and the existence of this authorization could cause our stock price to be higher than it would be in the absence of such authorization and could potentially reduce the market liquidity for our stock.
−Removed: There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.
Our Certificate of Incorporation authorizes us to issue one or more series of preferred stock.
−Removed: Our board of directors have the authority to determine the preferences, limitations, and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
+Added: Our board of directors has the authority to determine the preferences, limitations, and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
Our preferred stock could be issued with voting, liquidation, dividend, and other rights superior to the rights of our common stock.
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Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business and growth prospects.
−Removed: Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.
−Removed: As a public company listed in the United States, we will incur significant additional legal, accounting, and other expenses.
+Added: The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.
+Added: As a public company listed in the United States, we incur significant additional legal, accounting, and other expenses.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming.
These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
−Removed: Most members of our management team have little experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies.
−Removed: Our management team may not successfully or efficiently manage our operation as a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.
−Removed: Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations and standards are likely to divert management’s time and attention away from revenue-generating activities to compliance activities, which may prevent us from implementing our business strategy and growing our business.
−Removed: Moreover, we may not be successful in implementing these requirements.
−Removed: If we do not effectively and efficiently manage our operation as a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition, and results of operations.
Additionally, as a public company, we may from time to time be subject to proposals by stockholders urging us to take certain corporate actions.
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As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of our senior management team.
−Removed: We are an “emerging growth company” and “smaller reporting company ” , and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors.
+Added: We are an “emerging growth company”, and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” These provisions include, among other exemptions, that:
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We will cease to be an emerging growth company if (i) we have $1.235 billion or more in annual revenue in any fiscal year, (ii) the market value of our common stock held by non-affiliates is at least $700 million as of the end of our most recently completed second fiscal quarter, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.
+Added: Accordingly, we expect to cease being an emerging growth company as of December 31, 2026.
We have elected to take advantage of certain of the reduced reporting and other obligations described above and intend to take advantage of reduced reporting requirements in the future for so long as we are able to do so.
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As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.
−Removed: In addition, as of December 31, 2024, we are a “smaller reporting company” as defined under the rules promulgated under the Exchange Act.
−Removed: We will remain a smaller reporting company until the fiscal year following the determination that either (i) the value of our voting and non-voting common shares held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or (ii) if our annual revenues for the full fiscal year are less than $100 million, the value of our voting and non-voting common shares held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
−Removed: Smaller reporting companies are able to provide simplified executive compensation disclosure and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide disclosures about market risks.
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
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Any limitations on travel and doing business in person may negatively affect our customer success efforts, sales and marketing efforts, challenge our ability to enter into customer contracts in a timely manner, slow down our recruiting efforts, or create operational or other challenges, any of which could adversely affect our business, financial condition and results of operations.
−Removed: A disruption in the operations of our customers and technology partners, including as a result of travel restrictions and/or business shutdowns, such as the disruptions experienced in connection with the COVID-19 pandemic, could negatively impact our business, financial condition, and results of operations.
+Added: A disruption in the operations of our customers and technology partners, including as a result of travel restrictions and/or business shutdowns, could negatively impact our business, financial condition, and results of operations.
To the extent our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending.
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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.