What changed in this filing

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Item 1A. Risk Factors

2025-03-27 compared with 2024-04-01 · 248 added, 241 removed, 901 unchanged (35% of the section changed)

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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

We 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.

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

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

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deficit of $63.9 million as of December 31, 2024.

Because of the numerous risks and uncertainties associated with 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.

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.

Because of the numerous risks and uncertainties associated with 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,

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.

is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.

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

Because we do not yet

have an established commercial operating history, and because the market for our products may rapidly evolve, it is hard for us to

predict our future performance.

Because we do not yet have

an established commercial operating history, and because the market for our products may rapidly evolve, it is hard for us to predict

our future performance.

Therefore, it may be difficult to evaluate our business and prospects.

We have not yet demonstrated

an ability to profitably 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

We have not yet demonstrated an ability

to profitably commercialize our products.

Consequently, any predictions about our future performance may not be accurate, and you may

not be able to fully assess our ability to complete development and/or commercialize our products, and any future products.

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

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

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.

Our audited consolidated financial statements for the year ended December 31, 2023

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

Our independent registered public accounting

firm has included a “going concern” explanatory paragraph in its report on our financial statements for the year ended December

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

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

If we cannot continue as a

viable entity, our shareholders would likely lose most or all of their investment in us.

Management 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.

We 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.

Our audited consolidated financial statements for the year ended December 31, 2024 were prepared under the assumption

that we would continue our operations as a going concern.

Our independent registered public accounting firm has included a “going

concern” explanatory paragraph in its report on our financial statements for the year ended December 31, 2024.

If we are unable

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

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

If we cannot continue as a viable entity, our shareholders

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

Related to Our Company and Our Business

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

that our future success will depend in large part on market adoption of Naiz Fit and

online third-party resellers.

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

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

market to increase market acceptance and use of our technology.

Our ability to develop and expand the market that our products address

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

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

consumer acceptance, technological challenges, competing products and services, weakening economic conditions and other causes.

never successfully commercialize our products and if our products fail to achieve market acceptance, this would have a material adverse

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

that our future success will depend in large part on market adoption of Naiz Fit and online third-party resellers.

In order to grow our

business, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement

technology, expanding the functionality of our products and bringing new products to market to increase market acceptance and use of

our technology.

Our ability to develop and expand the market that our products address depends upon a number of factors, including the

cost savings, performance and perceived value associated with such products.

The market for our products could fail to develop or there

could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance, technological challenges, competing

products and services, weakening economic conditions and other causes.

We may never successfully commercialize our products and if our

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

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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would have an adverse impact on our operating results and could cause our stock price to decline.

We 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

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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synergistic to our product offering.

For example, during 2022, we acquired Orgad, which operates an omnichannel e-commerce

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

evaluate from time to time various acquisitions and collaborations, including licensing or acquiring 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.

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 Fit and any potential future acquisition, joint venture or collaboration may entail

numerous potential risks, including:

For example, during 2022, we acquired Orgad, which operates an omnichannel e-commerce platform,

and Naiz Fit, 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 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 Fit and any potential future acquisition, joint venture or collaboration may entail numerous

potential risks, including:

operating expenses and cash requirements;

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and financial condition may be adversely affected.

believe that enhancing the “Naiz Fit” brand identity and increasing market awareness of our company and products, is

critical to achieving widespread acceptance of our products.

Our ability to successfully develop new retailers may be adversely

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

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

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

The successful promotion of our brand will depend largely on our

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

competing products and services.

believe that enhancing the “Naiz Fit” brand identity and increasing market awareness of our company and products, is critical

to achieving widespread acceptance of our products.

Our ability to successfully develop new retailers may be adversely affected by a

lack of awareness or acceptance of our brand.

To the extent that we are unable to foster name recognition and affinity for our brand,

our growth may be significantly delayed or impaired.

The successful promotion of our brand will depend largely on our continued marketing

efforts, market adoption of our products, and our ability to successfully differentiate our products from competing products and services.

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

Any incident that erodes

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

If consumers perceive or

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

could suffer and our business may be adversely affected.

Any incident that erodes consumer affinity for our brand could

significantly reduce our brand value and damage our business.

If consumers perceive or experience a reduction in quality, or in any way

believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.

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

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

We currently utilize, and plan on continuing to utilize over the current fiscal year, third-party networking providers

and distribution through companies including, but not limited to, Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix

and Wix to distribute our technologies.

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

on a timely basis or at all.

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

through companies including, but not limited to, Magento, SalesForce, WooCoomerce, Shopify, Lightspeed, PrestaShop, Bitrix and Wix to

distribute our technologies.

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

basis or at all.

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

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significantly harm our reputation and business and financial results .

incorporate artificial intelligence, or AI, and machine learning, or ML, into our products.

This technology is new and developing and

may present both compliance and reputational risks.

rely on AI and ML in the operation of some of our products.

The AI models that we use are trained using various data sets.

models are incorrectly designed or implemented or do not receive pictures or visual data, they may produce inaccurate or unreliable results,

negatively impacting the performance and reliability of our products.

The effectiveness of our AI models depends on the quality and completeness

of the data used for training.

If the data is incomplete, inadequate, or biased, it could lead to suboptimal model performance, impairing

the functionality of our products.

Any malfunction or unexpected behavior in our AI-driven systems could disrupt our operations, leading

to increased downtime and higher maintenance costs for our customers, and potential loss of revenue.

Additionally, failures in the performance

of our AI models could damage our reputation, erode customer trust, and result in loss of business and negative publicity.

products use AI, ML, and automated decision making technologies, including artificial intelligence and machine learning algorithms, and

is making significant investments to continuously improve the use of such technologies.

There are significant risks involved in developing,

maintaining and deploying AI, ML and automated decision making technologies and there can be no assurance that the usage of such technologies

will always enhance our products or services or be cost effective and more generally beneficial to our business, including our efficiency

or profitability.

In particular, if these AI or ML models or automated decision making technologies are incorrectly designed or implemented,

trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data or on data to which we do not have sufficient

rights, and/or are adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues,

the performance of our products, services, and business, as well as our reputation and the reputations of our customers, could suffer

or we could incur liability through the violation of laws or contracts to which we are a party or through other civil claims.

our ability to continue to develop or use such models or technologies may be dependent on access to specific third-party software and

infrastructure, such as processing hardware or third-party artificial intelligence models, and we cannot control the availability or

pricing of such third-party software and infrastructure.

In addition, market acceptance and consumer perceptions of AI or ML technologies

is uncertain at this point.

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

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our business.

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

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

We currently have no registered

While we plan to register a number of our trademarks;

however, no assurance can be given that our trademark applications

will be approved.

As of December 31, 2023, we own 16 issued patents:

six in Europe, four in the U.S., three in Japan, two in Canada

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

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.

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

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

We currently have no registered trademarks.

plan to register a number of our trademarks;

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

of December 31, 2024, we own 16 issued patents:

six in Europe, four in the U.S., three in Japan, two in Canada and one in 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.

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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and generating revenue.

We face significant competition in every aspect of our business.

Our competitors include True Fit, Virtusize, EasyMeasure,

AR MeasureKit, Smart Measure andFit Analytics and 3DLook.

face significant competition in every aspect of our business.

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

Smart Measure andFit Analytics and 3DLook.

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

of these companies have significantly greater financial and other resources than us and have been developing their products and services

longer than we have been developing ours.

Most of these companies

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

have been developing ours.

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

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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

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

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

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

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

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

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

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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.

we do not adapt to or comply with new regulations, including the SEC’s recently adopted rules that would require companies to

provide 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.

of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact

our business.

Public companies have recently faced scrutiny

related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants

and other stakeholder groups.

Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse

impacts on our business, financial condition or results of operations.

If our ESG practices and reporting do not meet investor or other

stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters.

Our failure to comply with any

applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.

Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or

cause additional impacts on our business, financial condition, or results of operations

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

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Additionally, increases

in inflation, along with the uncertainties surrounding a resurgence of 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.

in inflation, 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.

can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will

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could directly affect our ability to attain our operating goals on schedule and on budget.

business may be adversely affected by the impact of any resurgence 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 Israel

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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, such as Iran, will join the hostilities.

Such clashes may escalate in the future into a greater

regional conflict.

In addition, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons.

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.

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 to 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.

Several countries still restrict business with the State of Israel and with Israeli

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.

(with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthi movement

in Yemen and various rebel militia groups in Syria and Iraq.

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,

such as Iran, will join the hostilities.

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

Israel has carried

out a number of targeted strikes on sites belonging to these terror organizations and, in October 2024, Israel began ground operations

against Hezbollah in Lebanon culminating in a cease fire agreed to between Israel and Lebanon on November 27, 2024, the results

of which are uncertain.

In addition, Iran, on two occasions, launched direct attacks on Israel involving hundreds of drones and missiles,

prompting Israeli air defenses and retaliatory strikes, and Iran 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 to 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.

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.

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.

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 ceasefire declared collapse or a new war commences or hostilities expand to other fronts, our operations may

be adversely affected.

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

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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.

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.

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

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

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

to active duty.

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

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

Our operations could be disrupted by such call-ups.

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

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.

addition, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may do

so if hostilities in Israel or political instability in the region continue or increase.

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.

In addition, in January 2024 the International Court of Justice, or ICJ, issued an interim ruling in a case filed

by South Africa against Israel alleging genocide amid and in connection with the war in Gaza, and ordered Israel to take measures to

prevent genocidal acts, prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians

in Gaza, among others.

On November 21, 2024, the International Criminal Court, or ICC, issued arrest warrants for Israeli Prime Minister

Benjamin Netanyahu and former Israeli Minister of Defense Yoav Gallant based on allegations of war crimes including using starvation

as a method of warfare, murder and other inhumane acts.

Companies and businesses may terminate, and may have already terminated, certain

commercial relationships with Israeli companies following the ICJ and ICC decisions.

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.

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

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

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

has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not

develop or may not be sustained.

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

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

If a more active,

liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and

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

In addition, if there is a thin

trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the

stock market as a whole.

Without a large float, our common stock would be less liquid than the stock of companies with broader public

ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for you to liquidate any

investment in our common stock.

Furthermore, the stock market is subject to significant price and volume fluctuations, and the price

of our common stock could fluctuate widely in response to several factors, including:

our common stock is listed on the Nasdaq Capital Market and has been traded on the Nasdaq Capital Market since July 25, 2016, there has

been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop

or may not be sustained.

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

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

If a more active, liquid

public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and our ability

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

In addition, if there is a thin trading market

or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as

Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and,

as a result, the trading prices of our common stock may be more volatile and it would be harder for you to liquidate any investment in

our common stock.

Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common

stock could fluctuate widely in response to several factors, including:

quarterly or annual operating results;

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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

Notification Letter provides that the Company has 180 calendar days, or until May 1, 2024, 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 May 1, 2024, 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.

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.

have in the past fallen out of compliance with certain continued listing standards including the minimum bid price requirement

although we have subsequently been able to regain compliance.

No assurance however can be given that we will continue to be in

compliance with the continued listing requirements of the Nasdaq Capital Market.

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.

delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and

may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing

stockholders.

of March 9, 2024, we had outstanding warrants to acquire 6,044,294 shares of our common stock and stock options to purchase 257,144 shares

of our common stock, which warrants and options are exercisable for prices ranging between $0.48 and $42.25.

The expiration of the term

of such options and warrants range from 0.50 years to 4.98 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 10, 2025, we had outstanding warrants to acquire 813,971 shares of our common stock and stock options to purchase 14,538

shares of our common stock, which warrants and options are exercisable for prices ranging between $3.83 and $338.

The expiration of

the term of such options and warrants range from 0.16 years to 4.7 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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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