What changed in this filing

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Item 1A. Risk Factors

2024-05-15 compared with 2023-11-14 · 72 added, 65 removed, 14 unchanged (91% of the section changed)

4 unchanged sentences

April 1, 2024.

political and economic instability in the Middle East may harm our business.

executive office is located in Tel Aviv, Israel.

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

Accordingly, political, economic and military conditions in the Middle East may affect our business directly.

Since the establishment

of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist

organizations active in the region, including Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist

militia and political group in Lebanon).

headquarters and some of our operations are located in Israel, and therefore, political, economic and military conditions in Israel may

affect our operations and results.

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

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

and operations.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and

its Arab neighbors.

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

its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raise

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

7 unchanged sentences

rocket and terror attacks.

cannot currently predict the intensity or duration of Israel’s war against Hamas, nor can we predict how this war will ultimately

affect our business and operations or Israel’s economy in general.

Additionally,

political uprisings, social unrest and violence in various countries in the Middle East, including Israel’s neighbor Syria, have

affected the political stability of those countries.

This instability may lead to deterioration of the political relationships that exist

between Israel and certain countries and have raised concerns regarding security in the region and the potential for armed conflict.

In addition, Iran has threatened to attack Israel.

Iran is also believed to have a strong influence among the Syrian government, Hamas

and Hezbollah.

These situations may potentially escalate in the future into more violent events which may affect Israel and us.

situations, including conflicts which involved missile strikes against civilian targets in various parts of Israel have in the past negatively

affected business conditions in Israel.

hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could have a

material adverse effect on our business.

The political and security situation in Israel may result in parties with whom we have contracts

claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions.

or other Israeli political or economic factors could harm our operations and product development.

Any hostilities involving Israel or

the interruption or curtailment of trade between Israel and its present trading partners could adversely affect our operations and could

make it more difficult for us to raise capital.

We could experience disruptions if acts associated with such conflicts result in any

serious damage to our facilities.

Furthermore, several countries, as well as certain companies and organizations, continue to restrict

business with Israel and Israeli companies, which could have an adverse effect on our business and financial condition.

interruption insurance may not adequately compensate us for losses, if at all, that may occur as a result of an event associated with

a security situation in the Middle East, and any losses or damages incurred by us could have a material adverse effect on our business.

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.

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.

November 3, 2023, 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

The Notification Letter provides that the Company has 180 calendar days, or until May 1,

2024 , to regain compliance with the Rule.

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.

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 our 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.

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.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

As a result of the events of October 7, 2023, the Israeli government declared that the country was at war

and the Israeli military began to call-up reservists for active duty.

None of our full-time or part-time employees in Israel were called

up for reserve service.

Military service call ups that result in absences of personnel from us for an extended period of time may materially

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

the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced

disruptions to our business operations.

In particular, most of our operations are in Spain.

However, the intensity and duration of Israel’s

current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations

and on Israel’s economy in general.

If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria

and the West Bank, our operations may be adversely affected.

addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon

(with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen).

It is possible that hostilities with

Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West

Bank as well as other hostile countries will join the hostilities.

Such clashes may escalate in the future into a greater regional conflict.

In addition, Iran recently launched a direct attack on Israel involving hundreds of drones and missiles and has threatened to continue

to attack Israel and is widely believed to be developing nuclear weapons.

Iran is also believed to have a strong influence among extremist

groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria.

These situations may potentially escalate in the future to more violent events which may affect Israel and us.

Any armed conflicts, terrorist

activities or political instability in the region could adversely affect business conditions, could harm our results of operations and

could make it more difficult for us to raise capital.

Parties with whom we do business may decline to travel to Israel during periods

of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face

In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance

in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions

in such agreements.

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

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.

Any hostilities involving Israel or the

interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations.

In recent years, the hostilities involved missile strikes against civilian targets in various parts of Israel, including areas in which

our employees and some of our consultants are located, and negatively affected business conditions in Israel.

commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle

Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks

or acts of war, we cannot assure you that this government coverage will be maintained.

Any losses or damages incurred by us could have

a material adverse effect on our business.

Any armed conflicts or political instability in the region would likely negatively affect

business conditions and could harm our results of operations.

continued political instability and hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or

political instability in the region could adversely affect our operations in Israel and adversely affect the market price of our shares

of common stock.

In addition, several organizations and countries may restrict doing business with Israel and Israeli companies have

been and are today subjected to economic boycotts.

The interruption or curtailment of trade between Israel and its present trading partners

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

political conditions within Israel may affect our operations.

Israel has held five general elections between 2019 and 2022, and prior

to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political

debate and unrest.

To date, these initiatives have been substantially put on hold.

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 growth prospects.

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-Q

Item 1A. Risk Factors