What changed in this filing

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Item 1A. Risk Factors

2023-04-14 compared with 2022-03-18 · 430 added, 316 removed, 787 unchanged (49% of the section changed)

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Related to Our Company and Our Business

may never successfully develop any products or generate revenues.

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.

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

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

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

acquired Orgad and may in the future engage in additional 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.

recently acquired Orgad and Naiz and may in the future engage in additional 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.

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operations and financial condition could 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.

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

applications and custom development services.

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

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

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

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

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

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

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affect our business.

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

base and generating revenue.

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

and generating revenue.

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

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

Russia’s invasion of Ukraine and sanctions brought

against Russia could disrupt our operations in Russia.

invasion of Ukraine and sanctions brought against Russia could disrupt our operations in Russia.

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 business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions

and adverse developments with respect to financial institutions and associated liquidity risk;

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

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

are a former “shell company” and as such are subject to certain limitations not applicable to other public companies

are a former “shell company” and as such are subject to certain limitations not generally applicable to other public

Related to Our Financial Position and Capital Requirements

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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,

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

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.

the development and commercialization 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 operations.

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.

Since then, our operating history has been primarily limited to

research and development, pilot studies, raising capital, and more recently acquisitions and sales and marketing efforts.

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.

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.

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

for at least 12 months.

Nevertheless, due to the recent acquisition of Orgad (see “ Item 1.

Business-Recent

Developments-Orgad Share Purchase Agreement ” ) there is uncertainty regarding the expected cash burn in the foreseeable future,

and as such there is substantial doubt about our ability to continue as a going concern.

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:

on our projected cash flows and the cash balances as of the date of this

Annual Report on Form 10-K, our existing cash is insufficient to fund operations for a period of more than 12 months.

As a result, there

is substantial doubt about our ability to continue as a going concern.

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;

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and retain qualified management and key employees;

to competitive pressures;

to competitive pressure;

with regulatory requirements;

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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

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.

conditions, 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

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

report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability

to continue as a going concern.

have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt

has concluded that there is substantial doubt about our ability to continue as a going concern which could prevent us from obtaining

new financing on reasonable terms or at all.

have incurred significant losses and negative cash flows from operations and have an accumulated deficit that raises substantial doubt

about its ability to continue as a going concern.

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Related to Our Company and Our Business

may never successfully develop any products or generate significant revenues.

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

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.

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

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

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 globally.

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

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

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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 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.

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.

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

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.

recently acquired Orgad and may in the future engage in additional 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.

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.

As 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 expenses.

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.

recently acquired Orgad and Naiz and may in the future engage in additional 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

We may not realize the benefits of these acquisitions, joint ventures or collaborations.

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synergistic to our product offering.

For example, we recently acquired Orgad which operates an omnichannel e-commerce platform.

We evaluate from time to time 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, the acquisition of Orgad and any potential future acquisition, joint venture or collaboration may entail

numerous potential risks, including:

For example, we recently acquired Orgad which operates an omnichannel e-commerce platform and Naiz

which provides SaaS technology solutions that solve size and fit issues for fashion ecommerce companies.

We evaluate from time to time

various acquisitions and collaborations, including licensing or acquiring complementary technologies, intellectual property rights, or

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, the acquisition of Orgad, Naiz and any potential future acquisition, joint venture or collaboration may entail numerous potential

risks, including:

operating expenses and cash requirements;

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For example, in partial consideration for the acquisition of Orgad,

we agreed to issue up to 2,790,049 shares of our common stock.

Furthermore, if we undertake

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

we agreed to issue up to 111,602 shares of our common stock and in the Naiz acquisition we issued

240,000 shares of our common stock.

Furthermore, if we undertake acquisitions, we may incur large one-time expenses and acquire

intangible assets that could result in significant future amortization expense.

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

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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.

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.

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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.

No assurance can be given that our patent applications which are in process will be approved.

If our patent

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

of December 31, 2022, we own 18 issued patents:

six in Europe, four in the U.S., three in each of Russia and Japan and one in each of

Canada and Israel which expire between January 20, 2033 and August 18, 2036, and we have two additional patent applications in process.

As of such date, we do not have any registered trademarks., No assurance can be given that our patent applications which are in process

will be approved.

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.

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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.

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.

Business -Legal Proceedings” for more information regarding our involvement in ongoing litigation

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

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.

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”

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.

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tax rate could have a material impact on our financial results.

Risks Related to Our Operations in Russia

Russia’s invasion

of Ukraine and sanctions brought against Russia could disrupt our operations in Russia.

significant majority of Orgad’s revenue is from sales of products on Amazon’s U.S.

Marketplace and any change, limitation

or restriction on our ability to operate on Amazon’s platform or any other marketplace could have a material adverse impact to

our business, results of operations, financial condition and prospects.

our wholly owned subsidiary, operates an omnichannel e-commerce platform engaged in online retailing in the global market.

as a third-party seller on Amazon.com, eBay and others.

A substantial percentage of Orgad’s revenue is driven by sales on Amazon’s

marketplace and Orgad is subject to terms of service of Amazon and other maketplaces and various other seller policies and services

that apply to third parties selling products on Amazon and other marketplaces.

Generally, a marketplace has the right to terminate or

suspend its agreement with Orgad at any time and for any reason.

Such marketplace may take other actions against Orgad such as suspending

or terminating a seller account or product listing and withholding payments owed to Orgad indefinitely.

For example, in July 2022, Amazon

deactivated Orgad’s Amazon U.S.

store as a result of complaints submitted due to an error in the listed manufacturer of certain

products on Orgad’s store.

Although its account was subsequently reinstated in September 2022, if the deactivation were to occur

in the future for a prolonged period of time, or if Amazon were to terminate Orgad’s account, this would have a material adverse

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

While Orgad endeavors to materially comply with the

terms of services of the marketplaces on which it operates, we can provide no assurance that these marketplaces will have the same determination

with respect to our compliance.

addition, Amazon and other marketplaces can make changes to its platform that could require Orgad to change the manner in which it operates,

limit its ability to successfully launch new products or increase its costs to operate and such changes could have an adverse effect

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

Examples of changes that could impact us relate to platform

fee charges (i.e., selling commissions), exclusivity, inventory warehouse availability, excluded products and limitations on sales and

Any change, limitation or restriction on our ability to sell on Amazon’s platform or any other marketplace, even if

temporary, could have a material impact on our business, results of operations, financial condition and prospects.

also relies on services provided by Amazon’s fulfillment platform, including Prime Certification, which provides for expedited

shipping to the consumer, an important aspect in the buying decision for consumers.

For products that Orgad fulfills itself, Orgad is

qualified to offer our products for sale with Prime Certification delivery.

Any inability to market our products for sale with expedited

delivery provided under Prime Certification could have a material impact on our business, results of operations, financial condition

and prospects.

Failure to remain compliant with the best fulfillment practices on Amazon’s platform could have a material impact

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

In addition, due to the COVID-19 pandemic, Amazon has changed

the amount of inventory it accepts per product for a period of time.

If this were to continue it could cause us to miss sales and/or

pay additional shipping costs which would harm our business operations and financial conditions.

business depends on its ability to build and maintain strong product listings on e-commerce platforms.

Orgad may not be able to maintain

and enhance our product listings if it receives unfavorable customer complaints, negative publicity or otherwise fails to live up to

consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.

and enhancing Orgad’s product listings is critical in expanding and growing its business.

However, a significant portion of Orgad’s

perceived performance to the customer depends on third parties outside of its control, including suppliers and third-party delivery agents

as well as online retailers such as Amazon and eBay.

Because Orgad’s agreements with its online retail partners are generally terminable

at will, it may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to

Because Orgad relies on third parties to deliver its products, it is subject to shipping delays or disruptions caused by inclement

weather, natural disasters, labor activism, health epidemics or bioterrorism.

It may also experience shipping delays or disruptions due

to other carrier-related issues relating to their own internal operational capabilities.

Further, Orgad relies on the business continuity

plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and it has limited ability to influence their plans,

prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.

complaints or negative publicity about its products, delivery times, or marketing strategies, even if not accurate, especially on blogs,

social media websites and third-party market sites, could rapidly and severely diminish consumer view of Orgad’s product listings

and result in harm to its brand.

Customers may also make safety-related or other types of claims regarding products sold through our

online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace.

use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages

and interruptions that are not within our control.

faces risks related to successfully optimizing and operating its fulfillment and customer service operations.

to adequately predict customer demand or otherwise optimize and operate its fulfillment and customer service operations successfully

from time to time result in excess or insufficient fulfillment or customer service capacity, increased costs, and impairment charges,

any of which could materially harm our business.

As Orgad continues to add fulfillment and customer service capability or add new businesses

with different requirements, its fulfillment and customer service operations become increasingly complex and operating them becomes more

There can be no assurance that Orgad will be able to operate our operations effectively.

addition, failure to optimize inventory in our fulfillment operations increases net shipping cost by requiring long-zone or partial shipments.

Orgad may be unable to adequately staff its fulfillment and customer service operations.

Orgad’s failure to properly handle such

inventory or to accurately forecast product demand may result in it being unable to secure sufficient storage space or to optimize its

fulfillment operations or cause other unexpected costs and other harm to our business and reputation.

relies on a limited number of shipping companies to deliver inventory to it and completed orders to our customers.

The inability to negotiate

acceptable terms with these companies or performance problems or other difficulties experienced by these companies could negatively impact

our operating results and customer experience.

In addition, Orgad’s ability to receive inbound inventory efficiently and ship completed

orders to customers also may be negatively affected by natural or man-made disasters, extreme weather, geopolitical events and security

issues, labor or trade disputes, and similar events.

variability in Orgad’s retail business places increased strain on its operations.

for Orgad’s product listings can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product

launches, or unforeseeable events, such as in response to natural or man-made disasters, extreme weather, or geopolitical events.

example, Orgad expects a disproportionate amount of our retail sales to occur during our fourth quarter.

Failure to stock or restock

popular products in sufficient amounts such that Orgad fails to meet customer demand could significantly affect our revenue and our future

If too many customers access the websites on which Orgad engages in online retailing within a short period of time due to increased

demand, Orgad may experience system interruptions that make the websites unavailable or prevent us from efficiently fulfilling orders,

which may reduce the volume of goods its offers or sell and the attractiveness of its products.

In addition, Orgad may be unable to adequately

staff for fulfillment of orders and customer service during these peak periods and delivery and other fulfillment companies and customer

service co-sourcers may be unable to meet the seasonal demand.

business is subject to the risks of earthquakes, fire, power outages, floods, health risks and other catastrophic events, and to interruption

by man-made problems such as terrorism.

disasters, such as fire or floods, a significant power outage, telecommunications failure, terrorism, an armed conflict, cyberattacks,

epidemics and pandemics such as COVID-19, or other geo-political unrest could affect our supply chain, manufacturers, logistics providers,

channel partners, or end-customers or the economy as a whole and such disruption could impact us and the shipments and sales.

may be further increased if the disaster recovery plans for us and our suppliers prove to be inadequate.

To the extent that any of the

above should result in delays or cancellations of customer orders, the loss of customers, or the delay in the deployment or shipment

of products, our business, financial condition, and operating results would be adversely affected.

example, on January 2, 2023, Orgad experienced a fire at its warehouse in Israel.

We are not aware of any casualties or injuries associated with the fire.

We shifted Orgad’s operation to its headquarters.

of the inventory that was in the warehouse was approximately $450,000.

We believe that this incident did not affect the future sales results

of Orgad for the year of 2023.

The inventory was not insured and it is too early to determine the potential impact of this incident on

the other parties that were involved in the incident (lessor and others that leased properties near the warehouse).

business could be negatively impacted by unsolicited takeover proposals, by shareholder activism or by proxy contests relating to the

election of directors or other matters.

business could be negatively affected as a result of an unsolicited takeover proposal, by shareholder activism or a proxy contest.

2021, an activist shareholder sought to make changes to our board of directors, among other matters, which ultimately resulted in us

entering into a settlement agreement with the activist shareholder and another shareholder, and for which considerable costs were incurred

and absorbed significant time and attention by management and the board of directors.

A future proxy contest, unsolicited takeover proposal,

or other shareholder activism relating to the election of directors or other matters would most likely require us to incur significant

legal fees and proxy solicitation expenses and require significant time and attention by management and our Board of Directors.

The potential

of a proxy contest, unsolicited takeover proposal, or other shareholder activism could interfere with our ability to execute our strategic

plan, give rise to perceived uncertainties as to our future direction, result in the loss of potential business opportunities or make

it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating

Environmental,

social and corporate governance (ESG) issues, including those related to climate change and sustainability, may have an adverse effect

on our business, financial condition and results of operations and damage our reputation.

is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters.

Additionally,

public interest and legislative pressure related to public companies’ ESG practices continue to grow.

If our ESG practices fail

to meet regulatory requirements or investor, customer, consumer, employee or other shareholders’ evolving expectations and standards

for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board of Director and

employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate

governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers

may be unwilling to continue to do business with us.

consumers, investors and other shareholders are increasingly focusing on environmental issues, including climate change, energy and water

use, plastic waste and other sustainability concerns.

Concern over climate change may result in new or increased legal and regulatory

requirements to reduce or mitigate impacts to the environment.

Changing customer and consumer preferences or increased regulatory requirements

may result in increased demands or requirements.

Complying with these demands or requirements could cause us to incur additional manufacturing,

operating or product development costs.

do not adapt to or comply with new regulations, including the SEC’s published proposed rules that would require companies to provide

significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs

to comply and impose increased oversight obligations on our management and board of directors, or fail to meet evolving investor, industry

or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our company, we may

become subject to penalties, and customers and consumers may choose to stop purchasing our products, if approved for commercialization,

which could have a material adverse effect on our reputation, business or financial condition.

business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions

and adverse developments with respect to financial institutions and associated liquidity risk.

depends on the economic health of the global economies.

If the conditions in the global economies remain uncertain or continue to be volatile,

or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism

or other geopolitical events, our business, operating results and financial condition may be materially adversely affected.

Economic weakness,

inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at

times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies

and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability

to satisfy demand for our products and a loss of market share.

increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our

business, and failure to secure these on reasonable terms may adversely impact our financial condition.

Additionally, increases in inflation,

along with the uncertainties surrounding COVID-19, geopolitical developments and global supply chain disruptions, have caused, and may

in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult,

costly or dilutive for us to secure additional financing.

A failure to adequately respond to these risks could have a material adverse

impact on our financial condition, results of operations or cash flows.

recently, the closures of SVB and Signature Bank and their placement into receivership with the FDIC created bank-specific and broader

financial institution liquidity risk and concerns.

Although the Department of the Treasury, the Federal Reserve and the FDIC jointly released

a statement that depositors at SVB and Signature Bank would have access to their funds, even those in excess of the standard FDIC insurance

limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions or the broader financial

services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs,

and create additional market and economic uncertainty.

There can be no assurance that future credit and financial market instability and

a deterioration in confidence in economic conditions will not occur.

Our general business strategy may be adversely affected by any such

economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.

current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term

liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial

and operating covenants and more dilutive.

Failure to secure any necessary financing in a timely manner and on favorable terms could have

a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans.

In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners

may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and

business may be adversely affected by the impact of any renewed outbreak of the COVID-19 pandemic.

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 spread worldwide.

Many countries around

the world, including in Israel, 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 haven historically resulted in work stoppages and other disruptions.

If there is a resurgence of the COVID-19 pandemic,

this 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 COVID-19 could have an adverse impact on our business and our financial results.

Related to Our Operations in Russia

invasion of Ukraine and sanctions brought against Russia could disrupt our operations in Russia.

addition to our Israel operations, we have operations in Russia through our wholly owned subsidiary, My Size LLC.

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more widespread conflict and could have a severe adverse effect on the region.

Following Russia’s actions, various countries,

including the U.S., Canada, the United Kingdom, Germany and France, as well as the European Union, issued broad-ranging economic sanctions

against Russia.

Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials

and oligarchs;

a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide

Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally;

and restrictive measures to prevent

the Russian Central Bank from undermining the impact of the sanctions.

In response to sanctions, the Russian Central Bank raised its

interest rates and banned sales of local securities by foreigners.

Russia may take additional counter measures or retaliatory actions

in the future.

While diplomatic efforts have been ongoing, the conflict between Russia and Ukraine is currently unpredictable and has

the potential to result in broadened military actions.

The duration of ongoing hostilities and such sanctions and related events cannot

be predicted.

Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany and France, as well as the European

Union, issued broad-ranging economic sanctions against Russia.

Such sanctions included, among other things, a prohibition on doing business

with certain Russian companies, officials and oligarchs;

a commitment by certain countries and the European Union to remove selected

Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects

banks globally;

and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.

to sanctions, the Russian Central Bank raised its interest rates and banned sales of local securities by foreigners.

Russia may take

additional counter measures or retaliatory actions in the future.

While diplomatic efforts have been ongoing, the conflict between Russia

and Ukraine is currently unpredictable and has the potential to result in broadened military actions.

The duration of ongoing hostilities

and such sanctions and related events cannot be predicted.

Uncertainty as to future relations between Russia and the U.S.

and other countries in the west, or between Russia and other

eastern European countries, may have a negative impact on our operations.

and other countries

in the west, or between Russia and other eastern European countries, may have a negative impact on our operations.

international sanctions and potential responses to such sanctions, including those that may limit or restrict transfer funds into Russia,

may in the future significantly affect our ability to conduct our activities in Russia including paying our personnel.

the conflict has had minimal impact on operations.

Nevertheless, we have no way to predict the progress or outcome of the situation in

Ukraine, as the conflict and governmental reactions are rapidly developing and beyond our control.

date, the conflict has had minimal impact on operations .

Nevertheless, we have no way to predict the progress or outcome of the situation

in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond our control.

Prolonged unrest, intensified military

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financial condition, liquidity and business outlook.

Political, military

conditions or other risks in Russia could adversely affect our business.

Russia is a federative state

consisting of 85 constituent entities, or “subjects.” The Russian Constitution reserves some governmental powers for the

Russian Government, some for the subjects and some for areas of joint competence.

military conditions or other risks in Russia could adversely affect our business.

is a federative state consisting of 85 constituent entities, or “subjects.” The Russian Constitution reserves some governmental

powers for the Russian Government, some for the subjects and some for areas of joint competence.

In addition, eight “federal districts”

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and our business, prospects, financial condition, hiring ability, and results of operations could be materially and adversely affected.

Furthermore, high levels of

corruption reportedly exist in Russia, including the bribing of officials for the purpose of initiating investigations by government

Corruption and other illegal activities could disrupt our ability to conduct our business effectively, and claims that the

we are involved in such corruption or illegal activities could generate negative publicity, of which could harm our development, financial

condition, results of operations or prospects.

Economic and other risks in Russia could

adversely affect our business.

Operating a business in an

emerging market such as Russia can involve a greater degree of risk than operating a business in more developed markets.

Over the last two decades,

the Russian economy has experienced or continues to experience at various times:

significant volatility in its GDP;

the impact of international sanctions;

high levels of inflation;

increases in, or high, interest rates;

sudden price declines in oil and other natural resources;

instability in the local currency market;

budget deficits;

the continued operation of loss-making enterprises due to the lack

of effective bankruptcy proceedings;

capital flight;

significant increases in poverty rates, unemployment and underemployment.

The Russian economy has been

subject to abrupt downturns in the past, including as a result of the invasion of Ukraine, global financial crisis, and, as an emerging

market, remains particularly vulnerable to further external shocks and any future fluctuations in the global markets.

Any further deterioration

in the general economic conditions in Russia (whether or not as a result of the events mentioned above) could have a material adverse

effect on the Russian economy and may result in hiring and operational difficulties, as well as potential flight of human capital, which

could have a material adverse effect on our business, product development and results of operations.

Legal risks in Russia

could materially adversely affect our operations and Russian tax legislation is subject to frequent change.

Among the risks of the Russian

legal system are:

inconsistencies among laws, presidential decrees, and government and ministerial orders and resolutions;

local, regional and federal laws and regulations;

the untested nature of the independence of the judiciary and its sensitivity to economic

or political influences;

substantial gaps in the regulatory structure due to the delay or absence of implementing legislation;

degree of discretion on the part of governmental authorities;

reported corruption within governmental entities and other governmental

high levels of corruption reportedly exist in Russia, including the bribing of officials for the purpose of initiating investigations

by government agencies.

Corruption and other illegal activities could disrupt our ability to conduct our business effectively, and claims

that the we are involved in such corruption or illegal activities could generate negative publicity, of which could harm our development,

financial condition, results of operations or prospects.

and other risks in Russia could adversely affect our business.

a business in an emerging market such as Russia can involve a greater degree of risk than operating a business in more developed markets.

the last two decades, the Russian economy has experienced or continues to experience at various times:

volatility in its GDP;

impact of international sanctions;

levels of inflation;

in, or high, interest rates;

price declines in oil and other natural resources;

in the local currency market;

continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings;

increases in poverty rates, unemployment and underemployment.

Russian economy has been subject to abrupt downturns in the past, including as a result of the invasion of Ukraine, global financial

crisis, and, as an emerging market, remains particularly vulnerable to further external shocks and any future fluctuations in the global

Any further deterioration in the general economic conditions in Russia (whether or not as a result of the events mentioned above)

could have a material adverse effect on the Russian economy and may result in hiring and operational difficulties, as well as potential

flight of human capital, which could have a material adverse effect on our business, product development and results of operations.

risks in Russia could materially adversely affect our operations and Russian tax legislation is subject to frequent change.

the risks of the Russian legal system are:

inconsistencies among laws, presidential decrees, and government and ministerial orders and

conflicting local, regional and federal laws and regulations;

the untested nature of the independence of the judiciary and

its sensitivity to economic or political influences;

substantial gaps in the regulatory structure due to the delay or absence of implementing

a high degree of discretion on the part of governmental authorities;

reported corruption within governmental entities and

other governmental authorities;

the relative inexperience of judges and courts in interpreting laws applicable to complex transactions;

and the unpredictability

of enforcement of foreign judgments and foreign arbitral awards.

Many Russian laws and regulations are construed in a way that provides

for significant administrative discretion in application and enforcement.

Unlawful, selective or arbitrary actions of the Russian Government

have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions, and civil claims.

and the unpredictability of enforcement of foreign judgments and foreign arbitral awards.

Many Russian laws and regulations are construed

in a way that provides for significant administrative discretion in application and enforcement.

Unlawful, selective or arbitrary actions

of the Russian Government have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions,

and civil claims.

Any of the above events may have a material adverse effect on our product development and results of operations.

Despite certain improvements

in the taxation system made by the Russian Government over the past decade, Russian tax legislation is still subject to frequent change,

varying interpretations, and inconsistent and selective enforcement.

There are currently no clear rules for distinguishing between lawful

tax optimization and tax evasion.

In addition, Russian tax laws do not contain detailed rules on the taxation in Russia of foreign companies.

certain improvements in the taxation system made by the Russian Government over the past decade, Russian tax legislation is still subject

to frequent change, varying interpretations, and inconsistent and selective enforcement.

There are currently no clear rules for distinguishing

between lawful tax optimization and tax evasion.

In addition, Russian tax laws do not contain detailed rules on the taxation in Russia

of foreign companies.

As such, taxpayers often have to resort to court proceedings to defend their position against the Russian tax authorities.

the absence of consistent court practice or binding precedents, there is inconsistency amongst court decisions.

Further, the possibility

exists that the Russian Federation would impose arbitrary or onerous taxes and penalties in the future, which could have a material adverse

effect on our product development and results of operations.

However, in the absence of consistent court practice or binding precedents, there is inconsistency amongst court decisions.

the possibility exists that the Russian Federation would impose arbitrary or onerous taxes and penalties in the future, which could have

a material adverse effect on our product development and results of operations.

Related to Our Operations In Israel

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Israel’s most recent general elections were held on April 9, 2019, September 17,

2019 and March 2, 2020.

2019, March 2, 2020 and November 1, 2022.

The uncertainty surrounding the results of the recent elections may continue.

Actual or perceived political instability

in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy

and, in turn, our business, financial condition, results of operations and prospects.

Actual or perceived

political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely

affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.

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

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of legislative or regulatory changes;

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.

disasters (including for example, the recent fire in the Orgad warehouse) 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.

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

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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.

Investors should

not purchase our common stock expecting to receive cash dividends.

Because we do not pay dividends, and there may be limited trading,

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would result in dilution of shareholders’ interests in the company and could depress our stock price.

Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 25,377,528 are currently outstanding as

of March 14, 2022, 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 fulfil 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 of the shares.

Further, other than certain participation rights that we have granted in a past offering, our shares do not have

preemptive rights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering

the right to purchase their proportionate share of such offered shares.

Therefore, any additional sales of stock by us could dilute 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.

Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 2,446,780 are currently outstanding

as of March 31, 2023 and our board of directors is authorized to issue additional shares of our common stock.

our board of directors intends to utilize its reasonable business judgment to fulfil 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 of the shares.

Further, other than certain participation rights that we have granted in a past offering,

our shares do not have preemptive rights, which means we can sell shares of our capital stock to other persons without offering

purchasers in this offering the right to purchase their proportionate share of such offered shares.

Therefore, any additional sales

of stock by us could dilute your ownership interest in our Company.

quarterly operating results may fluctuate significantly .

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Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness

of our internal control over financial reporting and, if we are no longer a non-accelerated filer, 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.

If we 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.

of our internal control over financial reporting and, if we are no longer a non-accelerated filer, 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.

If we 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

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the board of directors with the ability to alter the Bylaws without stockholder approval;

the classification of our Board of Directors;

classification of our board of directors;

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 affected at a duly called stockholder meeting and generally prohibiting stockholder actions

by written consent;

that stockholder actions must be affected at a duly called stockholder meeting and generally prohibiting stockholder actions by written

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.

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”

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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’ equity.

January 3, 2022, we were notified, or the Notification Letter, by the Nasdaq Listing Qualifications that we are 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

Notification Letter provides that the Company has 180 calendar days, or until July 5, 2022, to regain compliance with the Rule.

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.

In the event we do not regain compliance by July 5, 2022, we may then be eligible for additional 180 days if we

meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq

Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the

deficiency during the second compliance period.

If we do not qualify for the second compliance period or fail to regain compliance during

the second compliance period, then Nasdaq will notify us of its determination to delist our common stock, at which point we will have

an opportunity to appeal the delisting determination to a Hearings Panel.

assurance can be given that we will be able to regain compliance with the Rule.

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’ equity.

We have in the

past fallen below the minimum bid price and minimum shareholders’ equity.

assurance can be given that we will continue to be in compliance with the Rule.

Failure to meet applicable Nasdaq continued listing standards

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stockholders.

As of March 14, 2022, we had

outstanding warrants to acquire 7,206,603 shares of our common stock and stock options to purchase 1,100,218 shares of our common stock,

which warrants and options are exercisable for prices ranging between $0.65 and $15.

The expiration of the term of such options and warrants

range from 0.05 years to 4.6 years.

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.

of March 15, 2023, we had outstanding warrants to acquire 2,299,115 shares of our common stock and stock options to purchase 1,659

shares of our common stock, which warrants and options are exercisable for prices ranging between $2.81 and $375.

The expiration of

the term of such options and warrants range from 0.22 years to 4.83 years.

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.

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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.

Monthly rent payments,

including utilities, amount to approximately $14,000 per month.

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