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.
25
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 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. 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. 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. 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. 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 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.
26
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.
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.
27
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.