Item 1A. Risk Factors
Item
1A. Risk Factors.
Except
as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material
changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report
on Form 10-K filed with the SEC on March 27, 2025.
Our
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.
Our
headquarters and some of our operations are located in central Israel and our key employees, officers and directors are residents of
Israel. 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 neighboring Arab countries, Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), Hezbollah (an
Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts
have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively
affected business conditions in Israel.. 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 capital.
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In
October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian
and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s
border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping
of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against
these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In January 2025, Israel and Hamas entered
into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and
Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as
agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability,
the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military
actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition.
Since
the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah
terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia
groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024,
a ceasefire was brokered between Israel and Hezbollah, but there are no guarantees as to whether the agreement will hold or whether further
hostilities will resume.
In
addition, in April 2024 and October 2024, Iran launched direct attacks 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. In June 2025, in light of continued nuclear threats
and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear
infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as
well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities.
While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. While a ceasefire was
reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. A broader regional conflict
involving additional state and non-state actors remains a significant risk. 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
and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us..
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.
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. Several
countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an
adverse impact on our operating results, financial condition or the expansion of our business. In addition, there have been increased
efforts by countries, activists and organizations to cause companies and consumers to boycott Israeli goods and services and some of
such efforts have been successful. 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.
Since
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. While the intensity and duration of the security
situation in Israel has been difficult to predict, as were the economic implications on our business and operations and on Israel’s
economy in general, the ceasefire marks a potential shift towards stability in the region. If sustained, this could reduce the risk of
disruptions to our business and the Israeli economy in general. However, if the war is renewed or expands to other fronts, such as Lebanon,
Syria and the West Bank, our operations may be harmed.
Our
commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle
East. 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.
The
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.
Finally,
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. 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.
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Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.