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Item 1A. Risk Factors

2025-08-14 compared with 2025-05-15 · 90 added, 92 removed, 19 unchanged (91% of the section changed)

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.

Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March

Our headquarters and some

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

Our headquarters

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

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

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 capital.

In particular,

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 the 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 thousands of deaths

and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers.

Following the attack, Israel’s security cabinet

declared war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued rocket

and terror attacks.

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.

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.

Risk Factors” in the Company’s Annual Report

on Form 10-K filed with the SEC on March 27, 2025.

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

attacks on civilian and military targets.

Hamas also launched extensive rocket attacks on the 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 thousands

of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers.

Following the attack, Israel’s security

cabinet declared war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued

rocket and terror attacks.

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, 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 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.

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 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.

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.

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.

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.

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.

the ceasefire declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.

Our commercial

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

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.

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.

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.

The Israeli military conducted additional operations against Iranian assets.

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.

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

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.

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.

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

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

5 unchanged sentences

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.

4 unchanged sentences

or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth

Unregistered Sales of Equity Securities

and Use of Proceeds.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

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