Risk Factors.
−Removed: are substantially dependent on assets we purchased from a former related party, and if we lose the rights to such assets or the
−Removed: assets are repurchased for any reason, our ability to develop existing and new applications based upon these assets would be significantly
−Removed: harmed, and our business, results of operations and financial condition would be materially and adversely affected.
−Removed: February 2014, we entered into a Purchase Agreement with a former related party, Shoshana Zigdon, or the Seller, pursuant to which
−Removed: we acquired certain rights related to the collection of data for measurement purposes including rights in the venture, the method
−Removed: and a patent application that had been filed by the Seller (PCT/IL2013/050056), or the Assets.
−Removed: Our business is substantially dependent
−Removed: upon the Assets we acquired pursuant to the Purchase Agreement.
−Removed: Therefore, our ability to develop and commercialize our applications
−Removed: depends upon the effectiveness and continuation of the Purchase Agreement.
−Removed: If we lose the rights, including the rights to the
−Removed: patent that comprise the Assets, our ability to develop existing and new applications would be harmed.
−Removed: In consideration for the
−Removed: sale of the Assets, we agreed to pay to Ms.
−Removed: Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets
−Removed: together with value-added tax in accordance with the Israeli tax law for a period of seven years from the end of the development
−Removed: period of the aforementioned venture.
−Removed: Purchase Agreement may be terminated by either party in the event of an uncured material breach.
−Removed: The Purchase Agreement further
−Removed: provides that the Seller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events:
−Removed: (a) in the case of liquidation or bankruptcy of the Company;
−Removed: or (b) if on the seventh anniversary of the execution of the Purchase
−Removed: Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less than NIS 3.6 million (approximately
−Removed: As of the date of this Quarterly Report on Form 10-Q, we have only generated limited revenue and as a consequence
−Removed: of the passage of seven years since execution of the Purchase Agreement, Ms.
−Removed: Zigdon, has a right to repurchase the Assets until
−Removed: June 16, 2021 at the market price of the Assets as determined by a third party independent valuation.
−Removed: In accordance with the Purchase
−Removed: Agreement, on March 7, 2021, we notified Ms.
−Removed: Zigdon that the amount of our income, directly and/or indirectly derived from the
−Removed: Assets is less than NIS 3.6 million.
−Removed: We are currently negotiating the waiver of Ms.
−Removed: Zigdon’s right to repurchase of the
−Removed: Assets and in consideration of such waiver expect to pay cash or issue shares of common stock and/or common stock equivalents,
−Removed: or a combination of both.
−Removed: At this stage, we are unable to estimate the amount or form of consideration that we will expect to
−Removed: pay or other terms to which we would agree in consideration of the waiver.
−Removed: To the extent that we pay cash, this could materially
−Removed: reduce the amount of cash available for working capital and other purposes and to the extent we issue any equity this could result
−Removed: in substantial dilution to you and our then current stockholders.
−Removed: There is no assurance that we will reach agreement with Ms.
−Removed: Zigdon regarding the waiver.
−Removed: Zigdon exercises her right to repurchase the Assets, our ability to develop and commercialize
−Removed: our products would be significantly harmed and we may cease operations.
business could be negatively affected as a result of a potential proxy contest for the election of directors at our annual meeting or
11 unchanged sentences
and uncertainties related to any such stockholder activism.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Defaults Upon Senior Securities.
−Removed: Mine Safety Disclosures.
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.