What changed in this filing

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Item 1A. Risk Factors

2021-03-29 compared with 2020-03-19 · 1050 added, 874 removed, 163 unchanged (92% of the section changed)

investment in our common stock involves a high degree of risk.

You should carefully consider the following risk factors and the

other information in this Annual Report on Form 10-K before investing in our common stock.

Our business and results of operations

could be seriously harmed by any of the following risks.

An investment in our

common stock involves a high degree of risk.

You should carefully consider the following risk factors and the other information

in this Annual Report on Form 10-K before investing in our common stock.

Our business and results of operations could be seriously

harmed by any of the following risks.

The risks set out below are not the only risks we face.

Additional risks

and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our

business, financial condition and/or operating results.

If any of the following events occur, our business, financial condition

and results of operations could be materially adversely affected.

In such case, the value and trading price of our common stock

could decline, and you may lose all or part of your investment.

Related to Our Financial Position and Capital Requirements

have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an

accumulated deficit of $28.5 million as at December 31, 2019.

Because of the numerous risks and uncertainties associated with

the development of our products and business, we are unable to predict the extent of any future losses or when we will become

profitable, if at all.

Expected future operating losses will have an adverse effect on our cash resources,

shareholders’

Additional risks and uncertainties

not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial

condition and/or operating results.

If any of the following events occur, our business, financial condition and results of operations

could be materially adversely affected.

In such case, the value and trading price of our common stock could decline, and you may

lose all or part of your investment.

Summary Risk Factors

principal factors and uncertainties that make investing in our ordinary shares risky, include, among others:

Risks Related

to Our Financial Position and Capital Requirements

We have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

Our limited operating history makes it difficult to evaluate our business and prospects.

We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive and may cause the market price of our common stock to decline.

The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

Risks Related

to Our Company and Our Business

are substantially dependent on assets we purchased from a related party, and if we lose

the rights to such assets or the assets are repurchased for any reason, our ability to

develop existing and new applications based upon these assets would be harmed, and our

business, results of operations and financial condition would be materially and adversely

We may never successfully develop any products or generate revenues.

The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S.

retailers and online third party resellers adopting our flagship product, MySizeID.

Our business may be adversely affected by the impact of the COVID-19 pandemic.

Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broader market acceptance of our products.

We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.

We may in the future

engage in acquisitions, joint ventures or collaborations which may increase our capital requirements, dilute our shareholders,

cause us to incur debt or assume contingent liabilities, and subject us to other risks.

We may not realize the benefits of

these acquisitions, joint ventures or collaborations.

If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations and financial condition may be adversely affected.

If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations and financial condition could be adversely affected.

The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and custom development services.

● Our growth depends, in part,

on the success of our strategic relationships with third parties.

● We rely upon third parties

to provide distribution for our applications, and disruption in these services could

harm our business.

● We rely on third-party hosting

and cloud computing providers to operate certain aspects of our business.

disruption or significant interruption in our network or hosting and cloud services could

adversely impact our operations and harm our business.

● Information technology system

failures or breaches of our network security could interrupt our operations and adversely

affect our business.

● Real or perceived errors,

failures, or bugs in our products could adversely affect our operating results and growth

● We could be harmed by improper

disclosure or loss of sensitive or confidential company, employee, or customer data,

including personal data.

● A material breach in security

relating to our information systems and regulation related to such breaches could adversely

● Our products and our business

are subject to a variety of U.S.

and international laws and regulations, including those

regarding privacy, data protection and information security, and our customers may be

subject to regulations related to the handling and transfer of certain types of sensitive

and confidential information.

Any failure of our products to comply with or enable our

customers to comply with applicable laws and regulations would harm our business, results

of operations and financial condition.

● We may not be able to adequately

protect our intellectual property, which, in turn, could harm the value of our brands

and adversely affect our business.

● We may face intense competition

and expect competition to increase in the future, which could prohibit us from developing

a customer base and generating revenue.

● Our business operations and

future development could be significantly disrupted if we lose key members of our management

● If we are able to expand our

operations, we may be unable to successfully manage our future growth.

Risks Related To Our Operations In

● Our headquarters and most of our operations are located in Israel, and therefore, political conditions

in Israel may affect our operations and results.

Risks Related To Our Common Stock

● A more active, liquid trading market for our common stock may not develop, and the price of our

common stock may fluctuate significantly.

● Sales by our stockholders of a substantial number of shares of our common stock in the public market

could adversely affect the market price of our common stock.

● Our securities are traded on more than one market which may result in price variations.

● We are a former “shell company”

and as such are subject to certain limitations not

applicable to other public companies generally.

Risks Related to Our Financial Position

and Capital Requirements

We have historically

incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

We realized a net

loss of approximately $6.2 million and $5.5 million for the years ended December 31, 2020 and 2019 and had an accumulated deficit

of $34.7 million as at December 31, 2020.

Because of the numerous risks and uncertainties associated with the development of our

products and business, we are unable to predict the extent of any future losses or when we will become profitable, if at all.

Expected future operating losses will have an adverse effect on our cash resources, shareholders’

equity and working capital.

Our failure to become and remain profitable could depress the value of our

stock and impair our ability to raise capital, expand our business, maintain our development efforts, or continue our

A decline in our value could also cause you to lose all or part of your investment in us.

limited operating history makes it difficult to evaluate our business and prospects.

have only been developing our measurement technology since 2014.

Since then, our operating history has been primarily limited

to research and development, pilot studies, raising capital, and limited sales and marketing efforts.

Therefore, it may be difficult

to evaluate our business and prospects.

Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital, expand

our business, maintain our development efforts, or continue our operations.

A decline in our value could also cause you to lose

all or part of your investment in us.

Our limited operating history makes

it difficult to evaluate our business and prospects.

We have only been

developing our measurement technology since 2014.

Since then, our operating history has been primarily limited to research and

development, pilot studies, raising capital, and limited sales and marketing efforts.

Therefore, it may be difficult to evaluate

our business and prospects.

We have not yet demonstrated an ability to commercialize our products.

Consequently, any

predictions about our future performance may not be accurate, and you may not be able to fully assess our ability to complete

development and/or commercialize our products, and any future products.

will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could

be highly dilutive and may cause the market price of our common stock to decline.

projected cash flows and the cash balances as of the date of this Annual Report on Form 10-K, we believe we have sufficient

cash to fund our obligations through August 2020.

However, in order to meet our business objectives in the future, we will

need to raise additional capital, which may not be available on reasonable terms or at all.

Additional capital would be used

to accomplish the following:

our current operating expenses;

growth opportunities;

and retain qualified management and key employees;

to competitive pressures;

with regulatory requirements;

compliance with applicable laws.

Current conditions in the

capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on

unfavorable terms.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic

conditions, the impact of the coronavirus outbreak and a number of other factors, many of which are outside our control, and on

our financial performance.

Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all

or on terms that are acceptable to us.

If we cannot raise additional capital when needed, it may have a material adverse effect

on our business, results of operations and financial condition.

the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities

could result in substantial dilution for our current stockholders.

The terms of any securities issued by us in future capital

transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants

or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding.

We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common

stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements

of our securities for capital-raising or other business purposes.

The issuance of additional securities, whether equity or debt,

by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders

may not agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing

future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing

and distribution expenses and other costs.

Consequently, any predictions

about our future performance may not be accurate, and you may not be able to fully assess our ability to complete development

and/or commercialize our products, and any future products.

to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly

dilutive and may cause the market price of our common stock to decline.

Based on our projected

cash flows and the cash balances as of the date of this Annual Report on Form 10-K, we believe we have sufficient cash to fund

our obligations through January 2022.

However, in order to meet our business objectives in the future, we will need to raise

additional capital, which may not be available on reasonable terms or at all.

Additional capital would be used to accomplish the

finance our current

operating expenses;

pursue growth opportunities;

hire and retain

qualified management and key employees;

respond to competitive

comply with regulatory

requirements;

maintain compliance

with applicable laws.

Current conditions

in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available

only on unfavorable terms.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets,

economic conditions, the impact of the COVID-19 outbreak and a number of other factors, many of which are outside our control,

and on our financial performance.

Accordingly, we cannot assure you that we will be able to successfully raise additional capital

at all or on terms that are acceptable to us.

If we cannot raise additional capital when needed, it may have a material adverse

effect on our business, results of operations and financial condition.

To the extent that

we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result

in substantial dilution for our current stockholders.

The terms of any securities issued by us in future capital transactions

may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other

derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding.

issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock

in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our

securities for capital-raising or other business purposes.

The issuance of additional securities, whether equity or debt, by us,

or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not

agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing future

capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and

distribution expenses and other costs.

We may also be required to recognize non-cash expenses in connection with certain securities

10 unchanged sentences

We have incurred significant

losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to

continue as a going concern.

Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under

the assumption that we would continue our operations as a going concern.

Our independent registered public accounting firm has

included a “going concern”

explanatory paragraph in its report on our financial statements for the year ended December

If we are unable to improve

our liquidity position, by, among other things, raising capital through public or private offerings or reducing our expenses, we

may exhaust our cash resources and will be unable to continue our operations.

If we cannot continue as a viable entity, our shareholders

would likely lose most or all of their investment in us.

Related to Our Company and Our Business

may never successfully develop any products or generate revenues.

only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date.

We may be unable to successfully develop or market any of our current or proposed products or technologies, those products or

technologies may not generate any revenues, and any revenues generated may not be sufficient for us to become profitable or thereafter

maintain profitability.

market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S.

and online third party resellers adopting our flagship product, MySizeID.

market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties.

believe that our future success will depend in large part on market adoption of our flagship product, MySizeID , by U.S.

retailers and online third party resellers.

In order to grow our business, we intend to focus on educating retailers and resellers

and other potential customers about the benefits of our measurement technology, expanding the functionality of our products and

bringing new products to market to increase market acceptance and use of our technology.

Our ability to develop and expand the

market that our products address depends upon a number of factors, including the cost savings, performance and perceived value

associated with such products.

The market for our products could fail to develop or there could be a reduction in interest or

demand for our products as a result of a lack of consumer acceptance, technological challenges, competing products and services,

weakening economic conditions and other causes.

We may never successfully commercialize our products and if our products fail

to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financial condition.

may be adversely affected by the impact of coronavirus.

health epidemics or outbreaks could adversely impact our business.

In December 2019, a novel strain of coronavirus emerged in

Wuhan, Hubei Province, China.

While initially the outbreak was largely concentrated in China and caused significant

disruptions to its economy, it has now spread to several other countries, including Israel, and infections have been reported

Many countries around the world, including in Israel, have s ignificant

governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe

restrictions on travel and the movement of people, and other material limitations on the conduct of business.

These measures

have resulted in work stoppages and other disruptions.

Our sales and marketing efforts depend, in part, on attendance at

in-person meetings, industry conferences and other events, and as a result some of our sales and marketing activities have

The extent to which coronavirus impacts our operations will depend on future developments, which are highly

uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge

concerning the severity of coronavirus and the actions to contain coronavirus or treat its impact, among others.

particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations, including among

others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus

could have an adverse impact on our business and our financial results.

to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve

broader market acceptance of our products.

ability to achieve customer adoption, especially among U.S.

retailers will depend, in part, on our ability to effectively organize,

focus and train our sales and marketing personnel.

We have limited experience selling to U.S.

retailers and only recently established

We believe that there is significant competition for experienced sales professionals with the skills and industry

knowledge that we require.

Our ability to achieve significant revenue growth in the future will depend, in part, on our ability

to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience selling

In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training

and experience before they achieve full productivity, particularly for sales efforts targeted at U.S.

retailers and new markets.

Because we only recently started sales efforts, we cannot predict whether, or to what extent, our sales efforts will be successful.

expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement,

which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those

we seek adoption of our products by U.S.

retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirus outbreak.

In this market segment,

the decision to adopt our products may require the approval of multiple technical and business decision makers, including security,

compliance, procurement, operations and IT.

In addition, while U.S.

retailers may be willing to deploy our products on a limited

basis, before they will commit to deploying our products at scale, they often require extensive education about our products and

significant customer support time, engage in protracted pricing negotiations and seek to secure readily available development

As a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these customers.

As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospective customer

and before we are able to generate any revenue from such agreement.

We have no assurance that the substantial time and money spent

on our sales efforts will generate significant revenue.

If conditions in the marketplace generally or with a specific prospective

customer change negatively, it is possible that no definitive agreement will be executed, and we will be unable to recover any

of these expenses.

If we are not successful in targeting, supporting and streamlining our sales processes and if revenue expected

to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability to

grow our business, and our operating results and financial condition may be adversely affected.

If our sales cycles lengthen,

our future revenue could be lower than expected, which would have an adverse impact on our operating results and could cause our

stock price to decline.

are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets

are repurchased for any reason, our ability to develop existing and new applications based upon these assets would be harmed,

and our business, results of operations and financial condition would be materially and adversely affected.

February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain

rights related to the collection of data for measurement purposes.

losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability

to continue as a going concern.

Our audited consolidated financial statements for the year ended December 31, 2020 were prepared

under the assumption that we would continue our operations as a going concern.

Our independent registered public accounting firm

has included a “going concern”

explanatory paragraph in its report on our financial statements for the year ended

December 31, 2020.

If we are unable to improve our liquidity position, by, among other things, raising capital through public

or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations.

If we cannot continue as a viable entity, our shareholders would likely lose most or all of their investment in us.

Risks Related to Our Company and

We are substantially

dependent on assets we purchased from a former related party, and if we lose the rights to such assets or the assets are repurchased

for any reason, our ability to develop existing and new applications based upon these assets would be significantly harmed, and

our business, results of operations and financial condition would be materially and adversely affected.

In February 2014, we

entered into a Purchase Agreement with a former related party, Shoshana Zigdon, or the Seller, pursuant to which we acquired certain

rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application

that had been filed by the Seller (PCT/IL2013/050056), or the Assets.

Our business is substantially dependent upon the Assets we

7 unchanged sentences

Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with value-added

tax in accordance with the law for a period of seven years from the end of the development period of the aforementioned venture.

Purchase Agreement may be terminated by either party in the event of an uncured material breach.

The Purchase Agreement further

provides that the Seller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events:

(a) in the case of liquidation or bankruptcy;

or (b) if on the seventh anniversary of the execution of the Purchase Agreement,

the amount of our income, directly and/or indirectly derived from the Assets is less than NIS 3.6 million (approximately $1 million).

To date, we have only generated limited revenue.

Zigdon repurchases the Assets, our ability to develop and commercialize

our products would be significantly harmed and we may cease operations.

we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of

operations and financial condition may be adversely affected.

believe that enhancing the “MySize”

brand identity and increasing market awareness of our company and products, particularly

retailers, is critical to achieving widespread acceptance of our products.

Our ability to successfully develop new

retailers may be adversely affected by a lack of awareness or acceptance of our brand.

To the extent that we are unable to foster

name recognition and affinity for our brand, our growth may be significantly delayed or impaired.

The successful promotion of

our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfully

differentiate our products from competing products and services.

Our brand promotion may not be successful or result in revenue

Any incident that erodes consumer affinity for our brand could significantly reduce our brand value and damage our

If consumers perceive or experience a reduction in quality, or in any way believe we fail to deliver a consistently

positive experience, our brand value could suffer and our business may be adversely affected.

particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail

closures, sometimes for prolonged periods.

Our business is subject to seasonal fluctuations, with retail sales typically higher

during certain months, such as December.

Adverse weather conditions during our most favorable months or periods may exacerbate

the effect of adverse weather on consumer traffic and may cause fluctuations in our operating results from quarter-to-quarter

within a fiscal year.

we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results

of operations and financial condition could be adversely affected.

tax in accordance with the Israeli tax law for a period of seven years from the end of the development period of the aforementioned

The Purchase Agreement

may be terminated by either party in the event of an uncured material breach.

The Purchase Agreement further provides that the

Seller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events:

(a) in the case

of liquidation or bankruptcy of the Company;

or (b) if on the seventh anniversary of the execution of the Purchase Agreement, the

amount of our income, directly and/or indirectly derived from the Assets is less than NIS 3.6 million (approximately $1 million).

As of the date of this Annual Report on Form 10-K, we have only generated limited revenue and as a consequence of the passage of

seven years since execution of the Purchase Agreement, Ms.

Zigdon, has a right to repurchase the Assets for 90 days from February

16, 2021 at the market price of the Assets as determined by a third party independent valuation.

In accordance with the Purchase

Agreement, on March 7, 2021, we notified Ms.

Zigdon that the amount of our income, directly and/or indirectly derived from the

Assets is less than NIS 3.6 million.

We intend to negotiate the waiver of Ms.

Zigdon’s right to repurchase of the Assets

and in consideration of such waiver expect to pay cash or issue shares of common stock and/or common stock equivalents, or a combination

At this stage, we are unable to estimate the amount or form of consideration that we will expect to pay in consideration

of the waiver.

To the extent that we pay cash, this could materially reduce the amount of cash available for working capital and

other purposes and to the extent we issue any equity this could result in substantial dilution to you and our then current stockholders.

Zigdon exercises her right to repurchase the Assets, our ability to develop and commercialize our products would be significantly

harmed and we may cease operations.

We may never successfully develop

any products or generate significant revenues.

We only recently transitioned

into the commercialization phase of our products and have only generated minimal revenues to date.

We may be unable to successfully

develop or market any of our current or proposed products or technologies, those products or technologies may not generate any

revenues, and any revenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.

The market for

our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S.

retailers and online

third party resellers adopting our flagship product, MySizeID.

The market for our

measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties.

We believe that our

future success will depend in large part on market adoption of our flagship product, MySizeID , by U.S.

retailers and online

third party resellers.

In order to grow our business, we intend to focus on educating retailers and resellers and other potential

customers about the benefits of our measurement technology, expanding the functionality of our products and bringing new products

to market to increase market acceptance and use of our technology.

Our ability to develop and expand the market that our products

address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.

The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result

of a lack of consumer acceptance, technological challenges, competing products and services, weakening economic conditions and

other causes.

We may never successfully commercialize our products and if our products fail to achieve market acceptance, this

would have a material adverse effect on our business, results of operations and financial condition.

may be adversely affected by the impact of COVID-19 pandemic.

Public health epidemics or outbreaks could adversely impact

our business.

In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China.

While initially

the outbreak was largely concentrated in China, it has now spread to Israel and the United States, and infections have been reported

Many countries around the world, including in Israel, have implemented significant governmental measures to control the

spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other

material limitations on the conduct of business.

These measures have resulted in work stoppages and other disruptions.

We implemented

remote working and work place protocols for our employees in accordance with Israeli government requirements.

In addition, while

we have seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact on the retail industry

and this has resulted in an adverse impact on our marketing and sales activities.

For example, we have three ongoing pilots with

international retailers that have been halted, we are unable to participate physically in industry conferences, our ability to

meet with potential customers is limited, and in certain instances sales processes have been delayed or cancelled.

The extent to

which COVID-19 continues to impact our operations will depend on future developments, which are highly uncertain and cannot be

predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain

COVID-19 or treat its impact.

In particular, the

continued spread of COVID-19 in Israel and globally could adversely impact our operations, including among others, our sales and

marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverse

impact on our business and our financial results.

to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve

broader market acceptance of our products.

Our ability to achieve

customer adoption, especially among U.S.

retailers will depend, in part, on our ability to effectively organize, focus and train

our sales and marketing personnel.

We have limited experience selling to U.S.

retailers and only recently established a U.S.

We believe that there is significant competition for experienced sales professionals with the skills and industry knowledge

that we require.

Our ability to achieve significant revenue growth in the future will depend, in part, on our ability to recruit,

train and retain a sufficient number of experienced sales professionals, particularly those with experience selling to U.S.

In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience

before they achieve full productivity, particularly for sales efforts targeted at U.S.

retailers and new markets.

Because we only

recently started sales efforts, we cannot predict whether, or to what extent, our sales efforts will be successful.

expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement,

which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those

As we seek adoption of our products by U.S.

retailers, we expect

to incur higher costs and long sales cycles, especially as a result of the COVID-19 pandemic.

In this market segment, the decision

to adopt our products may require the approval of multiple technical and business decision makers, including security, compliance,

procurement, operations and IT.

In addition, while U.S.

retailers may be willing to deploy our products on a limited basis, before

they will commit to deploying our products at scale, they often require extensive education about our products and significant

customer support time, engage in protracted pricing negotiations and seek to secure readily available development resources.

a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these customers.

of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospective customer and before

we are able to generate any revenue from such agreement.

We have no assurance that the substantial time and money spent on our

sales efforts will generate significant revenue.

If conditions in the marketplace generally or with a specific prospective customer

change negatively, it is possible that no definitive agreement will be executed, and we will be unable to recover any of these

If we are not successful in targeting, supporting and streamlining our sales processes and if revenue expected to be

generated from a prospective customer is not realized in the time period expected or not realized at all, our ability to grow our

business, and our operating results and financial condition may be adversely affected.

If our sales cycles lengthen, our future

revenue could be lower than expected, which would have an adverse impact on our operating results and could cause our stock price

may in the future engage in acquisitions, joint ventures or collaborations which may increase our capital requirements, dilute

our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

We may not realize the

benefits of these acquisitions, joint ventures or collaborations.

order to reduce time to market and obtain complementary technologies, we are seeking to acquire technologies and businesses that

are synergistic to our product offering.

We may evaluate various acquisitions and collaborations, including licensing or acquiring

complementary technologies, intellectual property rights, or businesses.

The process for acquiring a company may take from several

months up to a year and costs can vary greatly.

We may also compete with others to acquire companies, and such competition may

result in decreased availability of, or an increase in price for, suitable acquisition candidates.

In addition, we may not be able

to consummate acquisitions or investments that we have identified as crucial to the implementation of our strategy for other commercial

or economic reasons.

As a result, it may be more difficult for us to identify suitable acquisition or investment targets or to

consummate acquisitions or investments on acceptable terms or at all.

If we are not able to execute on any acquisition, we may

not be able to achieve a future growth strategy and may lose market share.

addition, any potential acquisition, joint venture or collaboration will entail numerous potential risks, including:

● increased operating expenses and cash requirements;

● the assumption of additional indebtedness or contingent

● assimilation of operations, intellectual property and products of an acquired company, including

difficulties associated with integrating new personnel;

● the diversion of our management’s attention from our existing programs and initiatives in

pursuing such a strategic merger or acquisition;

● retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain

key business relationships;

● risks and uncertainties associated with the other party to such a transaction, including the prospects

of that party and their existing technologies;

● our inability to generate revenue from acquired technologies or products sufficient to meet our

objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

of the foregoing risks may be magnified as the cost, size or complexity of an acquisition or acquired company increases, or where

the acquired company’s products, market or business are materially different from ours, or where more than one integration

is occurring simultaneously or within a concentrated period of time.

We may not be able to obtain the necessary regulatory approvals,

including those of antitrust authorities and foreign investment authorities, in countries where we seek to consummate acquisitions

or make investments.

For those and other reasons, we may ultimately fail to consummate an acquisition, even if we announce the

intended acquisition.

addition, we may require significant financing to complete an acquisition or investment, whether through bank loans, raising of

equity or debt or otherwise.

We cannot assure you that such financing options will be available to us on reasonable terms, or

If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial

acquisition or investment and execute a future growth strategy.

Alternatively, we may issue a significant number of shares as

consideration for an acquisition, which would have a dilutive effect on our existing shareholders.

Furthermore, if we undertake

acquisitions, we may incur large one-time expenses and acquire intangible assets that could result in significant future amortization

If we are not

able to enhance our brand and increase market awareness of our company and products, then our business, results of operations

and financial condition may be adversely affected.

We believe that enhancing

the “MySize”

brand identity and increasing market awareness of our company and products, particularly among U.S.

is critical to achieving widespread acceptance of our products.

Our ability to successfully develop new retailers may be adversely

affected by a lack of awareness or acceptance of our brand.

To the extent that we are unable to foster name recognition and affinity

for our brand, our growth may be significantly delayed or impaired.

The successful promotion of our brand will depend largely

on our continued marketing efforts, market adoption of our products, and our ability to successfully differentiate our products

from competing products and services.

Our brand promotion may not be successful or result in revenue generation.

that erodes consumer affinity for our brand could significantly reduce our brand value and damage our business.

If consumers perceive

or experience a reduction in quality, or in any way believe we fail to deliver a consistently positive experience, our brand value

could suffer and our business may be adversely affected.

In particular, adverse

weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes

for prolonged periods.

Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months,

such as December.

Adverse weather conditions during our most favorable months or periods may exacerbate the effect of adverse

weather on consumer traffic and may cause fluctuations in our operating results from quarter-to-quarter within a fiscal year.

develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operations

and financial condition could be adversely affected.

ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption

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results of operations and financial condition would be adversely affected.

mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps

and custom development services.

must continue to enhance and improve the performance, functionality and reliability of our products.

The mobile technology industry

is characterized by rapid technological change, changes in user requirements and preferences, frequent new product and services

introductions embodying new technologies and the emergence of new industry standards and practices that could render our products

Our success will depend, in part, on our ability to both internally develop and enhance our existing products, develop

new products that address the increasingly sophisticated and varied needs of our customers, and respond to technological advances

and emerging industry standards and practices on a cost-effective and timely basis.

The development of our technology involves

significant technical and business risks.

We may fail to use new technologies effectively or to adapt our proprietary technology

and systems to customer requirements or emerging industry standards.

If we are unable to adapt to changing market conditions,

customer requirements or emerging industry standards, we may not be able to increase our revenue and expand our business .

in economic conditions could materially affect our business, financial condition and results of operations.

our primary target customers include U.S.

retailers, we, together with the rest of the fashion/apparel industry, will depend upon

consumer discretionary spending.

The mobile technology

industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and custom development

We must continue to

enhance and improve the performance, functionality and reliability of our products.

The mobile technology industry is characterized

by rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying

new technologies and the emergence of new industry standards and practices that could render our products obsolete.

will depend, in part, on our ability to both internally develop and enhance our existing products, develop new products that address

the increasingly sophisticated and varied needs of our customers, and respond to technological advances and emerging industry

standards and practices on a cost-effective and timely basis.

The development of our technology involves significant technical

and business risks.

We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer

requirements or emerging industry standards.

If we are unable to adapt to changing market conditions, customer requirements or

emerging industry standards, we may not be able to increase our revenue and expand our business .

Changes in economic

conditions could materially affect our business, financial condition and results of operations.

Because our primary

target customers include U.S.

retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumer

discretionary spending.

Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment

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of operations.

growth depends, in part, on the success of our strategic relationships with third parties.

To grow our business, we

anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.

Our growth depends, in part, on the

success of our strategic relationships with third parties.

To grow our business,

we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.

Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources.

unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or

to grow our revenue could be impaired, and our results of operations may suffer.

Even if we are successful, we cannot assure you

that these relationships will result in increased customer usage of our products or increased revenue.

rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.

are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace

or to grow our revenue could be impaired, and our results of operations may suffer.

Even if we are successful, we cannot assure

you that these relationships will result in increased customer usage of our products or increased revenue.

third parties to provide distribution for our applications, and disruption in these services could harm our business.

We currently utilize,

and plan on continuing to utilize over the current fiscal year, third-party networking providers and distribution through companies

including, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies.

If disruptions or capacity constraints occur, we may have no means of replacing these services, on a timely basis or at all.

could cause a material adverse condition for our operations and financial earnings.

rely on third-party hosting and cloud computing providers to operate certain aspects of our business.

Any failure, disruption

or significant interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.

technology infrastructure is critical to the performance of our products and customer satisfaction.

Our products run on a complex

distributed system, or what is commonly known as cloud computing.

We own, operate and maintain elements of this system, but significant

elements of this system are operated by third-parties that we do not control and which would require significant time to replace.

We expect this dependence on third-parties to continue.

In particular, a significant portion, if not almost all data storage,

data processing and other computing services and systems is hosted by cloud computing providers.

Any disruptions, outages and

other performance problems relating to such services, including infrastructure changes, human or software errors and capacity

constraints, could adversely impact our business, financial condition or results of operations.

including, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Datalogic, Honeywell and Zebra to distribute

our technologies.

If disruptions or capacity constraints occur, we may have no means of replacing these services, on a timely

basis or at all.

This could cause a material adverse condition for our operations and financial earnings.

We rely on third-party

hosting and cloud computing providers to operate certain aspects of our business.

Any failure, disruption or significant interruption

in our network or hosting and cloud services could adversely impact our operations and harm our business.

Our technology infrastructure

is critical to the performance of our products and customer satisfaction.

Our products run on a complex distributed system, or

what is commonly known as cloud computing.

We own, operate and maintain elements of this system, but significant elements of this

system are operated by third-parties that we do not control and which would require significant time to replace.

We expect this

dependence on third-parties to continue.

In particular, a significant portion, if not almost all data storage, data processing

and other computing services and systems is hosted by cloud computing providers.

Any disruptions, outages and other performance

problems relating to such services, including infrastructure changes, human or software errors and capacity constraints, could

adversely impact our business, financial condition or results of operations.

technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.

operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power

loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses,

worms and other disruptive problems.

Any damage or failure of our computer systems or network infrastructure that causes an interruption

in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities.

Although we employ both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems,

controls, firewalls and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent

such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.

or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.

update our products on a frequent basis.

Despite efforts to test our updates, errors, failures or bugs may not be found in our

products until after they are deployed to a customer.

We have discovered and expect we will continue to discover errors, failures

and bugs in our products and anticipate that certain of these errors, failures and bugs will only be discovered and remediated

after deployment.

Real or perceived errors, failures or bugs in our platform could result in negative publicity, government inquiries,

loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained

In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources

in order to help correct the problem.

could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal

connection with the operation of our business, we store, process and transmit data, including personal and payment information,

about our employees and customers, a portion of which is confidential and/or personally sensitive.

Unauthorized disclosure or

loss of sensitive or confidential data may occur through a variety of methods.

These include, but are not limited to, systems

failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether

by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or

state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

Such disclosure,

loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that

protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues.

It is possible

that security controls over sensitive or confidential data and other practices we and our third-party vendors follow may not prevent

the improper access to, disclosure of, or loss of such information.

The potential risk of security breaches and cyberattacks may

increase as we introduce new products and offerings.

Further, data privacy is subject to frequently changing rules and regulations,

which sometimes conflict among the various jurisdictions in which we provide services.

Any failure or perceived failure to successfully

manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to

comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in

the marketplace.

material breach in security relating to our information systems and regulation related to such breaches could adversely affect

security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use

of the Internet, and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals

and other external parties, some of which may be linked to terrorist organizations or hostile foreign governments.

a cybercriminal could use cybersecurity threats to gain access to sensitive information about another company or to alter or disrupt

news or information to be distributed by PR Newswire.

Cybersecurity attacks are becoming more sophisticated and include malicious

software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions

in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially

damaging our reputation.

Our operations depend

upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications

failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive

Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations

could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities.

we employ both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls,

firewalls and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent such

damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.

Real or perceived

errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.

We update our products

on a frequent basis.

Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after

they are deployed to a customer.

We have discovered and expect we will continue to discover errors, failures and bugs in our products

and anticipate that certain of these errors, failures and bugs will only be discovered and remediated after deployment.

perceived errors, failures or bugs in our platform could result in negative publicity, government inquiries, loss of or delay

in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained by them.

an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order

to help correct the problem.

harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.

In connection with

the operation of our business, we store, process and transmit data, including personal and payment information, about our employees

and customers, a portion of which is confidential and/or personally sensitive.

Unauthorized disclosure or loss of sensitive or

confidential data may occur through a variety of methods.

These include, but are not limited to, systems failure, employee negligence,

fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties,

including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who

may develop and deploy viruses, worms or other malicious software programs.

Such disclosure, loss or breach could harm our reputation

and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and

confidential information, resulting in increased costs or loss of revenues.

It is possible that security controls over sensitive

or confidential data and other practices we and our third-party vendors follow may not prevent the improper access to, disclosure

of, or loss of such information.

The potential risk of security breaches and cyberattacks may increase as we introduce new products

and offerings.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the

various jurisdictions in which we provide services.

Any failure or perceived failure to successfully manage the collection, use,

disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory

requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.

A material breach

in security relating to our information systems and regulation related to such breaches could adversely affect us.

Information security

risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet,

and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external

parties, some of which may be linked to terrorist organizations or hostile foreign governments.

For example, a cybercriminal could

use cybersecurity threats to gain access to sensitive information about another company or to alter or disrupt news or information

to be distributed by PR Newswire.

Cybersecurity attacks are becoming more sophisticated and include malicious software, ransomware,

attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in critical

systems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging

our reputation.

Any person who circumvents our security measures could steal proprietary or confidential customer information

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breaches affecting the Internet in general, could significantly harm our reputation and business and financial results .

products and our business are subject to a variety of U.S.

and international laws and regulations, including those regarding privacy,

data protection and information security, and our customers may be subject to regulations related to the handling and transfer

of certain types of sensitive and confidential information.

Any failure of our products to comply with or enable our customers

to comply with applicable laws and regulations would harm our business, results of operations and financial condition.

and our business are subject to a variety of U.S.

and international laws and regulations, including those regarding privacy, data

protection and information security, and our customers may be subject to regulations related to the handling and transfer of certain

types of sensitive and confidential information.

Any failure of our products to comply with or enable our customers to comply

with applicable laws and regulations would harm our business, results of operations and financial condition.

and our customers that use our products may be subject to privacy- and data protection-related laws and regulations that impose

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identify an individual, such as names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online

For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took full effect

on May 25, 2018.

The GDPR enhances data protection obligations for businesses and requires service providers (data processors)

processing personal data on behalf of customers to cooperate with European data protection authorities, implement security measures

and keep records of personal data processing activities.

Noncompliance with the GDPR can trigger fines equal to or greater of €20 million

or 4% of global annual revenues.

For example, the GDPR,

which took full effect on May 25, 2018.

The GDPR enhances data protection obligations for businesses and requires service

providers (data processors) processing personal data on behalf of customers to cooperate with European data protection authorities,

implement security measures and keep records of personal data processing activities.

Noncompliance with the GDPR can trigger fines

equal to or greater of €20 million or 4% of global annual revenues.

In addition, the CCPA, effective as of January 1,

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The CCPA provides

for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach

Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines

of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and

in certain cases criminal liability.

Current pending legislation may result in a change of the current enforcement measures and

There are also additional laws and regulations in additional jurisdictions around the world which govern the protection

of consumers and of electronic communications.

If our efforts to comply with GDPR, CCPA or other applicable laws and regulations

are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations,

and our ability to conduct business could be significantly impaired.

Additionally,

although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified,

they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one

another, other regulatory requirements, contractual commitments or our internal practices.

We also may be bound by contractual

obligations relating to our collection, use and disclosure of personal, financial and other data or may find it necessary or desirable

to join industry or other self-regulatory bodies or other privacy- or data protection-related organizations that require compliance

for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data

breach litigation.

Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as

the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class

actions) and in certain cases criminal liability.

Current pending legislation may result in a change of the current enforcement

measures and sanctions.

There are also additional laws and regulations in additional jurisdictions around the world which govern

the protection of consumers and of electronic communications.

If our efforts to comply with GDPR, CCPA or other applicable laws

and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results

of operations, and our ability to conduct business could be significantly impaired.

Additionally, although

we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, they

may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another,

other regulatory requirements, contractual commitments or our internal practices.

We also may be bound by contractual obligations

relating to our collection, use and disclosure of personal, financial and other data or may find it necessary or desirable to

join industry or other self-regulatory bodies or other privacy- or data protection-related organizations that require compliance

with their rules pertaining to privacy and data protection.

expect that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning

privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot

yet determine the impact such future laws, rules, regulations and standards may have on our business.

We expect that there

will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy,

data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine

the impact such future laws, rules, regulations and standards may have on our business.

Moreover, existing U.S.

federal and various state and foreign privacy- and data protection-related laws and regulations are evolving and subject to potentially

differing interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations

regarding privacy- and data protection-related matters.

Because global laws, regulations and industry standards concerning privacy

and data security have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be,

or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws

or to changes to existing laws may impact our business and practices, require us to expend significant resources to adapt to these

changes, or to stop offering our products in certain countries.

These developments could adversely affect our business, results

of operations and financial condition.

may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely

affect our business.

ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks,

service marks and other proprietary intellectual property, including our names and logos.

federal and various

state and foreign privacy- and data protection-related laws and regulations are evolving and subject to potentially differing

interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding

privacy- and data protection-related matters.

Because global laws, regulations and industry standards concerning privacy and data

security have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not

have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes

to existing laws may impact our business and practices, require us to expend significant resources to adapt to these changes,

or to stop offering our products in certain countries.

These developments could adversely affect our business, results of operations

and financial condition.

We may not be

able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect

our business.

Our ability to implement

our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks and

other proprietary intellectual property, including our names and logos.

We currently have no registered trademarks.

While we plan to register a number of our trademarks;

however, no assurance can be given that our trademark applications will

We have been issued five patents, one of each in of Russia, Canada and Japan and two in the U.S., and have several

While we plan

to register a number of our trademarks;

however, no assurance can be given that our trademark applications will be approved.

have been issued ten patents, three of each in of Russia and the US and one each in Canada, Japan and Israel., and have several

patent applications in process.

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If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.

parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents.

the event that our trademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or

redesign our technology, which could result in loss of brand recognition, and could require us to devote resources to advertising

and marketing new brands and products.

our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates,

dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse

effect on our business and might prevent our brands from achieving or maintaining market acceptance.

We may also face the risk

of claims that we have infringed third parties’

Third parties may

also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents.

In the event that

our trademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology,

which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands

and products.

If our efforts to

register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes

on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business

and might prevent our brands from achieving or maintaining market acceptance.

We may also face the risk of claims that we have

infringed third parties’

intellectual property rights.

If third parties claim that we infringe upon

their intellectual property rights, our operating profits could be adversely affected.

Any claims of intellectual property infringement,

even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert

management’s attention and resources or require us to enter into royalty or licensing agreements in order to obtain the

right to use a third party’s intellectual property.

royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all.

A successful claim of

infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements,

or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm

our future prospects.

may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer

base and generating revenue.

face significant competition in every aspect of our business.

Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit,

and Smart Measure.

If third parties claim that we infringe upon their intellectual property

rights, our operating profits could be adversely affected.

Any claims of intellectual property infringement, even those without

merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s

attention and resources or require us to enter into royalty or licensing agreements in order to obtain the right to use a third

party’s intellectual property.

Any royalty or licensing

agreements, if required, may not be available to us on acceptable terms or at all.

A successful claim of infringement against

us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the

sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects.

intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base

and generating revenue.

We face significant

competition in every aspect of our business.

Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, Smart Measure

These companies may already have an established market in our industry.

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greater financial and other resources than us and have been developing their products and services longer than we have been developing

addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on

other products or incorporate functionality into existing products to gain business in a manner that discourages potential customers

from purchasing our products.

Potential customers may also prefer to purchase from their existing solution providers rather than

a new solution provider regardless of product performance or features.

These larger competitors often have broader product lines

and market focus and will therefore not be as susceptible to downturns in a particular market.

Conditions in our market could

change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market

consolidation.

New start-up companies that innovate and large competitors that are making significant investments in research

and development may invent similar or superior products and technologies that compete with our products.

In addition, some of

our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships.

consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of any future market

share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which

could harm our ability to compete.

Furthermore, organizations may be more willing to incrementally add solutions to their existing

infrastructure from competitors than to replace their existing infrastructure with our products.

Any failure to meet and address

these factors could harm our business, results of operations and financial condition.

business operations and future development could be significantly disrupted if we lose key members of our management team.

success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and

key employees, both individually and as a group.

Our future performance will be substantially dependent in particular on our ability

to retain and motivate Ronen Luzon, our Chief Executive Officer, and certain of our other senior executive officers.

of the services of our Chief Executive Officer, senior officers or other key employees could have a material adverse effect on

our business and plans for future development.

We have no reason to believe that we will lose the services of any of these individuals

in the foreseeable future;

however, we currently have no effective replacement for any of these individuals due to their experience,

reputation in the industry and special role in our operations.

We also do not maintain any key man life insurance policies for

any of our employees.

we are able to expand our operations, we may be unable to successfully manage our future growth.

growth may strain our infrastructure and resources.

Any such growth could place increased strain on our management, operational,

financial and other resources, and we will need to train, motivate, and manage employees, as well as attract management, sales,

finance and accounting, international, technical, and other professionals.

Any failure to expand these areas and implement appropriate

procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse

effect on our business, results of operations and financial condition.

business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.

success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is

conducted in the local language.

Miscommunications or inaccurate foreign language translations could have a material adverse effect

on our business operations and financial conditions.

Additionally, contracts, communications and complex technical information

must be accurately translated into foreign languages.

will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United

States and in Israel.

will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United

States and in Israel.

Although we will incur costs each year associated with being a publicly-traded company, it is possible that

our actual costs of being a publicly-traded company will vary from year to year and may be different than our estimates.

In estimating

these costs, we take into account expenses related to insurance, legal, accounting and compliance activities.

the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing

In addition, some

of our larger competitors have substantially broader product offerings and leverage their relationships based on other products

or incorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing

our products.

Potential customers may also prefer to purchase from their existing solution providers rather than a new solution

provider regardless of product performance or features.

These larger competitors often have broader product lines and market focus

and will therefore not be as susceptible to downturns in a particular market.

Conditions in our market could change rapidly and

significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.

start-up companies that innovate and large competitors that are making significant investments in research and development may

invent similar or superior products and technologies that compete with our products.

In addition, some of our competitors may

enter into new alliances with each other or may establish or strengthen cooperative relationships.

Any such consolidation, acquisition,

alliance or cooperative relationship could lead to pricing pressure and our loss of any future market share and could result in

a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability to

Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors

than to replace their existing infrastructure with our products.

Any failure to meet and address these factors could harm our

business, results of operations and financial condition.

operations and future development could be significantly disrupted if we lose key members of our management team.

The success of our

business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees,

both individually and as a group.

Our future performance will be substantially dependent in particular on our ability to retain

and motivate Ronen Luzon, our Chief Executive Officer, and certain of our other senior executive officers.

The loss of the services

of our Chief Executive Officer, senior officers or other key employees could have a material adverse effect on our business and

plans for future development.

We have no reason to believe that we will lose the services of any of these individuals in the foreseeable

however, we currently have no effective replacement for any of these individuals due to their experience, reputation in

the industry and special role in our operations.

We also do not maintain any key man life insurance policies for any of our employees.

If we are able to expand our operations,

we may be unable to successfully manage our future growth.

Our growth may strain

our infrastructure and resources.

Any such growth could place increased strain on our management, operational, financial and other

resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting,

international, technical, and other professionals.

Any failure to expand these areas and implement appropriate procedures and

controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect on

our business, results of operations and financial condition.

operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.

The success of our

business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the

local language.

Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business

operations and financial conditions.

Additionally, contracts, communications and complex technical information must be accurately

translated into foreign languages.

We will continue

to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in

We will continue to

incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and

Although we will incur costs each year associated with being a publicly-traded company, it is possible that our actual

costs of being a publicly-traded company will vary from year to year and may be different than our estimates.

In estimating these

costs, we take into account expenses related to insurance, legal, accounting and compliance activities.

Furthermore, the need

to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing

our growth strategy, which could prevent us from improving our business, results of operations and financial condition.

4 unchanged sentences

our obligations as a publicly traded company.

future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.

time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions.

Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown

for significant periods of time.

Subject to certain exceptions, our Amended and Restated Certificate of Incorporation, or Certificate

of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify and advance expenses to our officers and

directors involved in legal proceedings.

Any future or

current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.

From time to time

we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions.

Risks associated

with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant

periods of time.

Subject to certain exceptions, our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation,

and Amended and Restated Bylaws, or Bylaws, require us to indemnify and advance expenses to our officers and directors involved

in legal proceedings.

To date we have obtained directors and officers’

liability, or D&O, insurance

to cover some of the risk exposure for our directors and officers.

Such insurance generally pays the expenses (including

amounts paid to plaintiffs, fines, and expenses including attorneys’

fees) of officers and directors who are the subject

of a lawsuit as a result of their service to us.

There can be no assurance that we will be able to continue to maintain this insurance

at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur.

Without D&O insurance,

the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service

to us could have a material adverse effect on our financial condition, results of operations and liquidity.

Such lawsuits, and

any related publicity, may result in substantial costs and, among other things, divert the attention of management and our employees.

An unfavorable outcome in any claim or proceeding against us could have a material adverse impact on our financial position and

results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods.

settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which,

even if unsuccessful, would divert management attention from the business and cause us to incur costs, possibly material, to defend

such matters, which could have a material adverse impact on our financial position.

liability, or D&O, insurance to cover some of

the risk exposure for our directors and officers.

Such insurance generally pays the expenses (including amounts paid

to plaintiffs, fines, and expenses including attorneys’

fees) of officers and directors who are the subject of a lawsuit

as a result of their service to us.

There can be no assurance that we will be able to continue to maintain this insurance at reasonable

rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur.

Without D&O insurance, the amounts

we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could

have a material adverse effect on our financial condition, results of operations and liquidity.

Such lawsuits, and any related

publicity, may result in substantial costs and, among other things, divert the attention of management and our employees.

An unfavorable

outcome in any claim or proceeding against us could have a material adverse impact on our financial position and results of operations

for the period in which the unfavorable outcome occurs, and potentially in future periods.

Further, any settlement announced by

us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful,

would divert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which

could have a material adverse impact on our financial position.

See “Legal Proceedings”

30 for more information regarding our involvement in ongoing litigation matters.

state and local or Israeli tax rules may adversely impact our results of operations and financial position.

are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel.

Although we believe our tax estimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with

the positions we have taken on our tax returns, we could face additional tax liability, including interest and penalties.

payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations

and financial position.

In addition, complying with new tax rules, laws or regulations could impact our financial condition, and

increases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective

on page 34 for more information

regarding our involvement in ongoing litigation matters.

Federal, state

and local or Israeli tax rules may adversely impact our results of operations and financial position.

We are subject to

federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel.

we believe our tax estimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions

we have taken on our tax returns, we could face additional tax liability, including interest and penalties.

If material, payment

of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and

financial position.

In addition, complying with new tax rules, laws or regulations could impact our financial condition, and increases

to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate.

Any increase in our effective tax rate could have a material impact on our financial results.

Related To Our Operations In Israel

headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations

Risks Related To Our Operations In

Our headquarters

and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and

headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents

35 unchanged sentences

negatively affect business conditions and could harm our results of operations.

in the past, the State of Israel and Israeli companies have been subjected to an economic boycott.

Several countries still restrict

business with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse impact on

our operating results, financial condition or the expansion of our business.

Further, in the past,

the State of Israel and Israeli companies have been subjected to an economic boycott.

Several countries still restrict business

with the State of Israel and with Israeli companies.

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

results, financial condition or the expansion of our business.

The legislative power

9 unchanged sentences

economy may become unstable.

time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world

commodity prices, military conflicts and civil unrest.

For these and other reasons, the government of Israel has intervened in

the economy employing fiscal and monetary policies, import duties, foreign currency restrictions, controls of wages, prices and

foreign currency exchange rates and regulations regarding the lending limits of Israeli banks to companies considered to be in

an affiliated group.

The Israeli government has periodically changed its policies in these areas.

Reoccurrence of previous destabilizing

factors could make it more difficult for us to operate its business and could adversely affect its business.

of our employees are obligated to perform military reserve duty in Israel.

Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve

duty until they reach the age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict,

may be called to active duty.

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

of military reservists.

From time to time,

Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices,

military conflicts and civil unrest.

For these and other reasons, the government of Israel has intervened in the economy employing

fiscal and monetary policies, import duties, foreign currency restrictions, controls of wages, prices and foreign currency exchange

rates and regulations regarding the lending limits of Israeli banks to companies considered to be in an affiliated group.

Israeli government has periodically changed its policies in these areas.

Reoccurrence of previous destabilizing factors could

make it more difficult for us to operate its business and could adversely affect its business.

employees are obligated to perform military reserve duty in Israel.

Many Israeli citizens,

including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they

reach the age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called

to active duty.

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

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

Our operations could be

disrupted by such call-ups.

Such disruption could materially adversely affect our business, results of operations and financial

may be difficult to enforce a non-Israeli judgment against the Company or its officers and directors.

operating subsidiary of ours is incorporated in Israel.

All of our executive officers and directors are not residents of the United

States, and a substantial portion of our assets and the assets of our executive officers and directors are located outside the

United States.

Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability

provisions of the U.S.

federal securities laws, may not be collectible in the United States and may not necessarily be enforced

by an Israeli court.

It also may be difficult to affect service of process on these persons in the United States or to assert

securities law claims in original actions instituted in Israel.

Additionally, it may be difficult for an investor, or any

other person or entity, to initiate an action with respect to U.S.

Our operations could be disrupted by such call-ups.

Such disruption could materially adversely affect our business, results of operations and financial condition.

It may be difficult

to enforce a non-Israeli judgment against the Company or its officers and directors.

The operating subsidiary

of ours is incorporated in Israel.

All of our executive officers and directors are not residents of the United States, and a substantial

portion of our assets and the assets of our executive officers and directors are located outside the United States.

a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S.

federal securities laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli court.

It also may be difficult to affect service of process on these persons in the United States or to assert U.S.

securities law claims

in original actions instituted in Israel.

Additionally, it may be difficult for an investor, or any other person or entity, to

initiate an action with respect to U.S.

securities laws in Israel.

Israeli courts may refuse to hear

a claim based on an alleged violation of U.S.

securities laws reasoning that Israel is not the most appropriate forum in which

to bring such a claim.

In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not

Israeli courts may refuse to hear a claim based on an alleged

violation of U.S.

securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim.

even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S.

law is applicable to the claim.

law is found to be applicable, the content of applicable U.S.

law often involves

the testimony of expert witnesses, which can be a time consuming and costly process.

Certain matters of procedure will also be

governed by Israeli law.

There is little binding case law in Israel that addresses the matters described above.

As a result of

the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded

by either a U.S.

law often involves the testimony of expert witnesses, which

can be a time consuming and costly process.

Certain matters of procedure will also be governed by Israeli law.

There is little

binding case law in Israel that addresses the matters described above.

As a result of the difficulty associated with enforcing

a judgment against us in Israel, it may be impossible to collect any damages awarded by either a U.S.

or foreign court.

international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political

or economic instability that could harm our business and operating results.

international operations expose us to the following risks which may have a material adverse effect on our business and operating

and fluctuations in currency exchange rates including fluctuations between the U.S.

Our international

operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economic

instability that could harm our business and operating results.

Our international

operations expose us to the following risks which may have a material adverse effect on our business and operating results:

devaluations and

fluctuations in currency exchange rates including fluctuations between the U.S.

dollar and the NIS;

of compliance with local laws, including labor laws and intellectual property laws;

with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;

in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our

with applicable foreign anti-corruption laws, anti-trust/competition laws, anti-Boycott Israel law and anti-money laundering

economic and geopolitical developments and conditions, including

ongoing instability in global economies and financial markets, international hostilities, acts of terrorism and governmental reactions,

inflation, outbreaks of contagious disease (e.g., coronavirus) and military and political alliances.

Related To Our Common Stock

more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016.

There has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading

market may not develop or may not be sustained.

Limited liquidity in the trading market for our common stock may adversely affect

a stockholder’s ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers

If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital

by selling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as

consideration.

In addition, if there is a thin trading market or “float”

for our stock, the market price for our common

stock may fluctuate significantly more than the stock market as a whole.

Without a large float, our common stock would be less

liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may

be more volatile and it would be harder for you to liquidate any investment in our common stock.

Furthermore, the stock market

is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response

to several factors, including:

quarterly or annual operating results;

in our earnings estimates;

recommendations by securities analysts following our business or our industry;

or departures of key personnel;

in the business, earnings estimates or market perceptions of our competitors;

failure to achieve operating results consistent with securities analysts’

in industry, general market or economic conditions;

announcements of legislative or regulatory changes;

natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recent coronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.

stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted

prices of the securities of many companies.

costs of compliance

with local laws, including labor laws and intellectual property laws;

compliance with

domestic and foreign government policies, including compliance with Israeli securities laws and TASE;

changes in trade

regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;

compliance with

applicable foreign anti-corruption laws, anti-trust/competition laws, anti-Boycott Israel law and anti-money laundering laws;

economic and geopolitical

developments and conditions, including ongoing instability in global economies and financial markets, international hostilities,

acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., the COVID-19 pandemic) and

military and political alliances.

Risks Related To Our Common Stock

A more active,

liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

Although our common

stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016.

has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market

may not develop or may not be sustained.

Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s

ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers acceptable.

more active, liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares

of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration.

addition, if there is a thin trading market or “float”

for our stock, the market price for our common stock may fluctuate

significantly more than the stock market as a whole.

Without a large float, our common stock would be less liquid than the stock

of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile and it

would be harder for you to liquidate any investment in our common stock.

Furthermore, the stock market is subject to significant

price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:

our quarterly or

annual operating results;

changes in our earnings

investment recommendations

by securities analysts following our business or our industry;

additions or departures

of key personnel;

changes in the business,

earnings estimates or market perceptions of our competitors;

our failure to achieve

operating results consistent with securities analysts’

changes in industry,

general market or economic conditions;

announcements of

legislative or regulatory changes;

natural disasters

and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes,

emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including

for example, the recent the COVID-19 pandemic), boycotts, adoption or expansion of government trade restrictions, and other

business restrictions.

The stock market has

experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities

of many companies.

The changes often appear to occur without regard to specific operating performance.

The price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations

could materially reduce our stock price.

Concentration

of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiring

stockholder approval.

of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock.

Shoshana Zigdon beneficially owns approximately 9.0% of our outstanding common stock.

As such, management and Ms.

Zigdon own approximately,

in the aggregate, 16.5% of our voting power.

As a result, management and Ms.

Zigdon may have the ability to control substantially

all matters submitted to our stockholders for approval including:

of our board of directors;

of any of our directors;

of our Certificate of Incorporation or Bylaws;

of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving

addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender

offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders

from realizing a premium over our stock price.

Any additional investors will own a minority percentage of our common stock and

will have minority voting rights.

by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market

price of our common stock.

substantial portion of our total outstanding shares of common stock may be sold into the market at any time.

A substantial portion

of these shares are held by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director.

we believe that Mr.

Luzon has no current intention to sell a significant number of shares of our stock, we cannot provide any

such assurance.

In addition, we cannot provide assurance that the other large stockholder, Ms.

Zigdon, has no current intention

to sell a significant number of shares of our stock.

If any of the two stockholders were to decide to sell large amounts of stock

over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock

to drop significantly, even if our business is doing well.

Further, the market price of our common stock could decline as a result

of the perception that such sales could occur.

These sales, or the possibility that these sales may occur, also might make it

more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

securities are traded on more than one market which may result in price variations .

securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005.

Trading in our securities

on such exchanges occurs in different currencies (U.S.

dollars on the Nasdaq Capital Market and NIS on the TASE), and at different

times (due to different time zones, trading days and public holidays in the United States and Israel).

The trading prices of our

securities on the two exchanges may differ due to the foregoing and other factors.

Any decrease in the price of our shares on

the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and vice versa.

are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies,

our common stock may be less attractive to investors.

are a smaller reporting company, (i.e.

The price of our common

stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce

our stock price.

stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price

of our common stock.

If any of our shareholders

were to decide to sell large amounts of stock over a short period of time (presuming such sales were permitted) such sales could

cause the market price of our common stock to drop significantly, even if our business is doing well.

Further, the market price

of our common stock could decline as a result of the perception that such sales could occur.

These sales, or the possibility that

these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that

we deem appropriate.

Our securities

are traded on more than one market which may result in price variations .

Our securities have

been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005.

Trading in our securities on such

exchanges occurs in different currencies (U.S.

dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times

(due to different time zones, trading days and public holidays in the United States and Israel).

The trading prices of our securities

on the two exchanges may differ due to the foregoing and other factors.

Any decrease in the price of our shares on the TASE could

cause a decrease in the trading price of our shares on the Nasdaq Capital Market and vice versa.

We are a smaller

reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common

stock may be less attractive to investors.

We are a smaller reporting

company, (i.e.

a company with “public float”

held by non-affiliates with a market value of

less than $250 million) and we are eligible to take advantage of certain exemptions from various reporting requirements applicable

to other public companies.

held by non-affiliates with a market value of less than $250 million)

and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies.

We have elected to adopt these reduced disclosure requirements.

We cannot predict if investors will

find our common stock less attractive as a result of our taking advantage of these exemptions.

If some investors find our common

stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock

price may be more volatile.

do not expect to pay any cash dividends in the foreseeable future .

have never declared or paid cash dividends on our common stock.

We intend to retain our future earnings, if any, in order to reinvest

in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable

Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial

condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant.

should not purchase our common stock expecting to receive cash dividends.

Because we do not pay dividends, and there may be limited

trading, investors may not have any manner to liquidate or receive any payment on their investment.

Therefore, our failure to

pay dividends may cause investors to not see any return on investment even if we are successful in our business operations.

addition, because we do not pay dividends we may have trouble raising additional funds, which could affect our ability to expand

our business operations.

can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders,

which would result in dilution of shareholders’

We cannot predict if investors will find our common stock less

attractive as a result of our taking advantage of these exemptions.

If some investors find our common stock less attractive as

a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

We do not expect

to pay any cash dividends in the foreseeable future .

We have never declared

or paid cash dividends on our common stock.

We intend to retain our future earnings, if any, in order to reinvest in the development

and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future.

future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition,

results of operations, capital requirements, and such other factors as our board of directors deems relevant.

Investors should

not purchase our common stock expecting to receive cash dividends.

Because we do not pay dividends, and there may be limited trading,

investors may not have any manner to liquidate or receive any payment on their investment.

Therefore, our failure to pay dividends

may cause investors to not see any return on investment even if we are successful in our business operations.

In addition, because

we do not pay dividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.

additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which

would result in dilution of shareholders’

interests in the company and could depress our stock price.

Our Certificate of Incorporation

currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020, and

our board of directors is authorized to issue additional shares of our common stock.

Although our board of directors intends to

utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with

any future issuance of our capital stock, the future issuance of additional shares of our capital stock could cause immediate,

Our Certificate of

Incorporation currently authorizes 100,000,000 shares of common stock, of which 12,145,547 are currently outstanding as of March

26, 2021, and our board of directors is authorized to issue additional shares of our common stock.

Although our board of directors

intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection

with any future issuance of our capital stock, the future issuance of additional shares of our capital stock could cause immediate,

and potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value

5 unchanged sentences

your ownership interest in our Company.

number of our outstanding warrants contain anti-dilution provisions that, if triggered, could cause substantial dilution to our

then-existing stockholders and adversely affect our stock price.

number of our outstanding warrants contain anti-dilution provisions.

As a result, if we, in the future, issue or grant any rights

to purchase any of our common stock or other securities convertible into our common stock, for a per share price less than the

exercise price of certain of our warrants, the exercise price will be reduced, subject to certain exceptions.

To the extent that

we issue or are or deemed to have issued securities for consideration that is less than the exercise price of those warrants,

holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.

Further, the potential application of such anti-dilution rights may prevent us from seeking additional financing, which would

adversely affect our ability to finance our operations and continue to support our growth initiatives.

quarterly operating results may fluctuate significantly .

expect our operating results to be subject to quarterly fluctuations.

Our net loss and other operating results will be affected

by numerous factors, including:

in the level of expenses related to our research and development;

lawsuits in which we may become involved;

developments affecting our products;

execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.

our outstanding warrants contain anti-dilution provisions that, if triggered, could cause substantial dilution to our then-existing

stockholders and adversely affect our stock price.

A number of our outstanding

warrants contain anti-dilution provisions.

As a result, if we, in the future, issue or grant any rights to purchase any of our

common stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain

of our warrants, the exercise price will be reduced, subject to certain exceptions.

To the extent that we issue or are or deemed

to have issued securities for consideration that is less than the exercise price of those warrants, holders of our common stock

may experience dilution, which may be substantial and which could lower the market price of our securities.

Further, the potential

application of such anti-dilution rights may prevent us from seeking additional financing, which would adversely affect our ability

to finance our operations and continue to support our growth initiatives.

Our quarterly operating results

may fluctuate significantly .

We expect our operating

results to be subject to quarterly fluctuations.

Our net loss and other operating results will be affected by numerous factors,

variations in the

level of expenses related to our research and development;

any lawsuits in

which we may become involved;

regulatory developments

affecting our products;

our execution of

any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.

If our quarterly operating

2 unchanged sentences

substantially.

we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we

discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline

significantly and raising capital could be more difficult.

we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we

discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline

significantly and raising capital could be more difficult.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments

of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these

If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain

the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective

internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

Moreover, effective internal

controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could

lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Certificate of Incorporation, Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a

change in control, which may cause our stock price to decline.

Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing

such a transaction would be beneficial to our stockholders.

Provisions of our Certificate of Incorporation, Bylaws and Delaware

law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing

a change in control, including changes a stockholder might consider favorable.

Such provisions may also prevent or frustrate attempts

by our stockholders to replace or remove our management.

In particular, the Certificate of Incorporation, Bylaws and Delaware

law, as applicable, among other things:

the board of directors with the ability to alter the Bylaws without stockholder approval;

limitations on the removal of directors;

that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;

that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions

by written consent;

the ability of stockholders to call a special meeting of stockholders;

advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted

upon at duly called stockholder meetings.

are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business

combinations”

If we fail to

comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover material

weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and

raising capital could be more difficult.

If we fail to comply

with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material

weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly

and raising capital could be more difficult.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the

effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these assessments.

If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy

of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal

controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

Moreover, effective internal controls

are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose

confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Our Certificate

of Incorporation, Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control,

which may cause our stock price to decline.

Our Certificate of

Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transaction

would be beneficial to our stockholders.

Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have

the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control,

including changes a stockholder might consider favorable.

Such provisions may also prevent or frustrate attempts by our stockholders

to replace or remove our management.

In particular, the Certificate of Incorporation, Bylaws and Delaware law, as applicable,

among other things:

provide the board

of directors with the ability to alter the Bylaws without stockholder approval;

place limitations

on the removal of directors;

provide that vacancies

on the board of directors may be filled by a majority of directors in office, although less than a quorum;

require that stockholder

actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by written consent;

eliminate the ability

of stockholders to call a special meeting of stockholders;

establish advance

notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon

at duly called stockholder meetings.

We are subject to

Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations”

between a publicly-held Delaware corporation and an “interested stockholder,”

which is generally

defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year

period following the date that such stockholder became an interested stockholder.

These provisions are expected to discourage

certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control

of us to first negotiate with our Board.

These provisions may delay or prevent someone from acquiring or merging with us, which

may cause the market price of our common stock and the value of our securities to decline.

In addition, rules applicable to TASE

listed companies also limit the terms permitted with respect to a new class of shares and prohibit any such new class of shares

from having superior voting rights to the rights of the class of shares listed on TASE.

we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the

price of our common stock and our ability to access the capital markets could be negatively impacted.

January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum

bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market.

The Rule, requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A)

provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive

business days.

The notification provided that we had 180 calendar days, or until July 22, 2019, to regain compliance with the

To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a

minimum of 10 consecutive business days.

did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff

that, based upon our continued non-compliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq

unless we timely request a hearing before the Nasdaq Hearings Panel, or the Panel.

accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to

seek continued listing, which stayed the delisting of our common stock.

The hearing occurred on September 19, 2019.

1, 2019, the Panel granted our request for continued listing of our common stock on the Nasdaq Capital Market pursuant to an extension

through January 20, 2020, subject to the condition that we regain compliance with the Rule by such date and that we demonstrate

compliance with all requirements for continued listing on the Nasdaq.

November 15, 2019, we implemented a 1-for-15 reverse stock split of our common stock.

One of the primary intents for the

reverse stock split was to satisfy the Rule and to make our common stock more attractive to certain institutional investors

and thereby strengthen our investor base.

The reverse stock split was effective for Nasdaq marketplace purposes at the open of

business on November 19, 2019.

On February 7, 2020, we received a notification from the Staff that the Panel granted our request

for continued listing on the Nasdaq Stock Market until May 18, 2020.

If we do not regain compliance with the Rule by May 18, 2020

or if we are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant

events that occur during the extension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.

on November 19, 2019, we received formal notice from Nasdaq that our non-compliance with the minimum $2.5 million stockholders’

equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’

Equity Rule, as of September 30,

2019, could serve as an additional basis for delisting.

In accordance with the Nasdaq Listing Rules, we have been granted the

opportunity and plans to timely present our plan to regain compliance with the Stockholders’

Equity Rule for the Panel’s

consideration.

addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements

set forth in the Rule for continued listing on the Nasdaq Capital Market.

On October 10, 2018, the Nasdaq Staff concluded that

we had regained compliance with the Rule based on the closing bid price of our common stock having been at $1.00 per share or

greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.

on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set

forth in the Rule.

The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with

In addition, on June 5, 2017, we received written notice from the Nasdaq Listing Qualifications Department notifying

us that for the preceding 30 consecutive business days, our common stock did not maintain a minimum Market Value of Listed Securities

of $35 million as required by Nasdaq Listing Rule 5550(b)(2).

The notification provided that we had 180 calendar days, or until

December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2).

On December 5, 2017, we received a second written

notice from the Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing

Rule 5550(b)(2) by December 4, 2017 would result in our securities being delisted from the Nasdaq Capital Market effective as

of the open of business on December 14, 2017 unless we requested an appeal of such determination.

We thereafter requested an appeal

before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’s decision.

22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common

stock having been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018.

addition, on January 26, 2018, the Nasdaq Hearings Advisor informed us that the Nasdaq Staff had informed them that our Market

Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) had been cured, and that we were in compliance with

all applicable listing standards.

As a result, the scheduled hearing before the Hearings Panel was cancelled.

assurance can be given that we will continue to meet applicable Nasdaq continued listing standards.

Failure to meet applicable

Nasdaq continued listing standards could result in a delisting of our common stock.

A delisting of our common stock from Nasdaq

could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our

common stock.

In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable

to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock

by existing stockholders.

of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007

shares of our common stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41.

The expiration

of the term of such options and warrants range from July 2019 to December 2023.

If a significant number of such warrants and

stock options are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

our common stock to become subject to the penny stock rules then this could result in U.S.

broker-dealers becoming discouraged

from effecting transactions in shares of our common stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,”

for the purposes relevant to us, as any

equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject

to certain exceptions.

If we do not retain a listing on the Nasdaq Capital Market or do not meet certain net tangible asset or

average revenue requirements and if the price of our common stock is less than $5.00, our common stock will be deemed a penny

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer approve a person’s

account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction,

setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks

are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating

the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock,

a disclosure schedule prescribed by the SEC relating to the penny stock market, which:

(a) sets forth the basis on which the broker

or dealer made the suitability determination;

and (b) confirms that the broker or dealer received a signed, written agreement

from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject

to the “penny stock”

This may make it more difficult for investors to dispose of our common stock and cause

a decline in the market value of our common stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the

commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and

the rights and remedies available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have

to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in

penny stocks.

of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your

shares and have a depressive effect on the price of the shares of our common stock.

portion of our outstanding shares of common stock are “restricted securities”

within the meaning of Rule 144 under

the Securities Act of 1933, as amended, or the Securities Act.

As restricted shares, these shares may be resold only pursuant

to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration

under the Securities Act and as required under applicable state securities laws.

Rule 144 provides in essence that an affiliate

(as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months

(one year after filing Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions,

sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s

outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the

four calendar week rule does not apply to companies quoted on the OTC Markets).

Rule 144 also permits, under certain circumstances,

the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a one-year

holding period.

A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent

registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any

active market that may develop.

are a former “shell company”

and as such are subject to certain limitations not applicable to other public companies

to our suspension of reporting in 2012, we were a public reporting “shell company,”

as defined in Rule 12b-2 under

the Exchange Act.

which is generally defined as a stockholder

who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following

the date that such stockholder became an interested stockholder.

These provisions are expected to discourage certain types of

coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate

with our Board.

These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price

of our common stock and the value of our securities to decline.

In addition, rules applicable to TASE listed companies also limit

the terms permitted with respect to a new class of shares and prohibit any such new class of shares from having superior voting

rights to the rights of the class of shares listed on TASE.

If we fail to

comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of

our common stock and our ability to access the capital markets could be negatively impacted.

Nasdaq has established

certain standards for the continued listing of a security on the Nasdaq Capital Market.

The standards for continued listing include,

among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive

trading days and that we maintain a minimum of $2,500,000 in shareholders’

On January 22, 2019,

we were notified by the Nasdaq Stock Market that we were not in compliance with the minimum bid price requirements set forth in

Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market.

We regained compliance with the

Rule on May 12, 2020, and this matter is now closed.

No assurance can be

given that we will continue to meet applicable Nasdaq continued listing standards.

Failure to meet applicable Nasdaq continued

listing standards could result in a delisting of our common stock.

A delisting of our common stock from Nasdaq could materially

reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock.

addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or

at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing

stockholders.

As of March 26, 2021,

we had outstanding warrants to acquire 4,696,466 shares of our common stock and stock options to purchase 1,036,517 shares of

our common stock, which warrants and options are exercisable for prices ranging between $0.04 and $15.

The expiration of the term

of such options and warrants range from April 2021 to August 2025.

If a significant number of such warrants and stock options are

exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

Were our common

stock to become subject to the penny stock rules then this could result in U.S.

broker-dealers becoming discouraged from effecting

transactions in shares of our common stock.

Rule 15g-9 under the

Exchange Act establishes the definition of a “penny stock,”

for the purposes relevant to us, as any equity security

that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

If we do not retain a listing on the Nasdaq Capital Market or do not meet certain net tangible asset or average revenue

requirements and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock.

For any transaction

involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer approve a person’s account for transactions

in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth

the identity and quantity of the penny stock to be purchased.

In order to approve

a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information and investment

experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable

for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks

of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure

schedule prescribed by the SEC relating to the penny stock market, which:

(a) sets forth the basis on which the broker or dealer

made the suitability determination;

and (b) confirms that the broker or dealer received a signed, written agreement from the investor

prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny

This may make it more difficult for investors to dispose of our common stock and cause a decline in the market

value of our common stock.

Disclosure also has

to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and

remedies available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing

recent price information for the penny stock held in the account and information on the limited market in penny stocks.

currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares

and have a depressive effect on the price of the shares of our common stock.

A portion of our outstanding

shares of common stock are “restricted securities”

within the meaning of Rule 144 under the Securities Act of 1933,

as amended, or the Securities Act.

As restricted shares, these shares may be resold only pursuant to an effective registration

statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and

as required under applicable state securities laws.

Rule 144 provides in essence that an affiliate (as such term is defined in

Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year after filing Form

10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months,

in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of

common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule

does not apply to companies quoted on the OTC Markets).

Rule 144 also permits, under certain circumstances, the sale of securities,

without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a one-year holding period.

sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations

of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market

that may develop.

We are a former

“shell company”

and as such are subject to certain limitations not applicable to other public companies generally.

Prior to our suspension

of reporting in 2012, we were a public reporting “shell company,”

as defined in Rule 12b-2 under the Exchange Act.

Although we are no longer a “shell company,”

we are subject to certain restrictions under the Securities

Act for the resale of securities issued by issuers that have been at any time previously a shell company.

Specifically, the Rule

144 safe harbor available for the resale of our restricted securities is only available to our stockholders if we have filed all

reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended,

or the Exchange Act, as applicable, during the preceding twelve months, other than current reports on Form 8-K, at the time of

the proposed sale, regardless of whether the restricted securities were initially issued at the time we were a shell company or

subsequent to termination of such status.

we are subject to certain restrictions under the Securities Act for the

resale of securities issued by issuers that have been at any time previously a shell company.

Specifically, the Rule 144 safe

harbor available for the resale of our restricted securities is only available to our stockholders if we have filed all reports

and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the

Exchange Act, as applicable, during the preceding twelve months, other than current reports on Form 8-K, at the time of the proposed

sale, regardless of whether the restricted securities were initially issued at the time we were a shell company or subsequent

to termination of such status.

Accordingly, holders of our “restricted securities”

within the meaning of

Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company.

Other reporting companies that are

not former shell companies and have been reporting for more than twelve months are not subject to this same reporting threshold

for non-affiliate reliance on Rule 144.

Accordingly, any restricted securities we have sold or sell in the future or issue to

consultants or employees, in consideration for services rendered or for any other purpose, may not be resold unless such securities

are registered with the SEC or the requirements of Rule 144 have been satisfied.

As a result, it may be harder for us to fund

our operations and pay our employees and consultants with our securities instead of cash.

Furthermore, it may be harder for us

to raise funding through the sale of debt or equity securities unless we agree to register such securities with the SEC, which

could cause us to expend additional resources in the future.

within the meaning of Rule 144

will be subject to the conditions set forth in Rule 144 with respect to our company.

Other reporting companies that are not former

shell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for non-affiliate

reliance on Rule 144.

Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees,

in consideration for services rendered or for any other purpose, may not be resold unless such securities are registered with

the SEC or the requirements of Rule 144 have been satisfied.

As a result, it may be harder for us to fund our operations and pay

our employees and consultants with our securities instead of cash.

Furthermore, it may be harder for us to raise funding through

the sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend

additional resources in the future.

Our prior status as a “shell company”

could prevent us

in the future from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions,

which could cause the value of our securities, if any, to decline in value or become worthless.

could prevent us in the future from raising

additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions, which could cause

the value of our securities, if any, to decline in value or become worthless.

UNRESOLVED STAFF COMMENTS

currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel.

The lease term is for 36 months

beginning on August 20, 2019 and ending on August 20, 2022, with an option to extend for an additional 36 months.

payments, including utilities, amount to approximately $11,000 per month.

We currently lease 1,660 square feet of office space at 4 Hayarden

Street, Airport City, Israel.

The lease term is for 36 months beginning on August 20, 2019 and ending on August 20, 2022, with

an option to extend for an additional 36 months.

Monthly rent payments, including utilities, amount to approximately $14,000 per

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

What changed 10-K

Item 1A. Risk Factors