What changed in this filing

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Item 1A. Risk Factors

2021-03-16 compared with 2020-03-20 · 277 added, 269 removed, 297 unchanged (65% of the section changed)

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described below and the other information in this Prospectus before investing in our Common Stock.

business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”

immediately following this prospectus summary.

These risks include, among others, the following:

initiated certain cost-reduction measures during the previous fiscal year, which could have long-term adverse effects on our

business and we may not realize the operational or financial benefits from such actions;

COVID-19 pandemic has adversely affected, and will may continue to adversely affect, our business, financial condition, liquidity

and results of operations;

success depends, in part, upon the continued demand of video as an integral part of corporate marketing and internal communications

plans and the continued growth and acceptance of videos as effective alternatives to traditional online and offline marketing

products and services;

to our evolving business model and rapid changes in the Internet and the nature of services, it is difficult to accurately

predict our future performance and may be difficult to increase revenue or profitability;

customers may reduce or terminate their business relationship with us at any time.

If customers representing a significant

portion of our revenue reduce or terminate their relationship with us, it could have a material adverse effect on our business,

results of operations and financial condition;

we have sustained significant turnover to key management positions, we may not have the leadership and personnel with expertise

to guide us to profitable operations;

and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising

market and may significantly impair our ability to operate in this industry;

advertising/marketing industry is highly competitive.

If we cannot compete effectively in this market, our revenues are likely

we cannot enforce and protect our intellectual property rights, our business could be adversely affected;

may in the future be, subject to claims of intellectual property infringement that could adversely affect our business;

terms may be inadequate to protect our competitive position for an adequate amount of time;

may not be able to protect our systems, technology and infrastructure from cyberattacks;

business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly

diminish the value of our platform and cause us to lose customers and revenue;

of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock available

for sale in the public market and depress the price of our Common Stock;

are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights;

availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution

of existing stockholders;

have never paid cash dividends and do not anticipate doing so in the foreseeable future;

Common Stock is subject to the “Penny Stock”

rules of the SEC and the trading market in our stock is limited,

which makes transactions in our stock cumbersome and may reduce the value of an investment;

our Common Stock is thinly traded, sale of your holding may take a considerable amount of time;

of Common Stock eligible for future sale may adversely affect the market;

we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected;

are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in

a timely manner, our business could be harmed and our stock price could decline;

annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price;

law contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace

or remove current management and reduce the market price of our stock;

economic and military instability in Israel may impede our ability to operate and harm our financial results;

rate fluctuations between foreign currencies and the U.S.

Dollar may negatively affect our earnings.

Associated with Our Business and Industry

we have sustained significant turnover to key management positions, we may not have the leadership and personnel

with expertise to guide us to profitable operations.

We have recently

sustained significant turnover to our management team.

Our success depends in part upon our ability to retain

the services of certain executive officers and other key employees, in addition to the skills, experience and performance

of senior management and certain other key personnel.

We are presently

dependent to a great extent upon the experience, abilities and continued services of Amihay Hadad, our sole officer.

resign, or otherwise leave the Company, we will be left without any exeutive officers to naviate our business and operations

If that should occur, and until we find another person to serve in those capacities, our operations could be

suspended, or be otherwise adversely affected.

loss of the services of our executive officers or other key employees would have a material adverse effect on our business, operating

results and financial condition.

have recently initiated certain cost-reduction measures that could have long-term adverse effects on our business and we may

not realize the operational or financial benefits from such actions.

have recently initiated certain cost-reduction measures, and we may engage in similar activities in the future.

This decision

may distract management, could slow improvements in our platform and limit our ability to attract customers.

It remains unclear

how and to what extent this decision will impact our future business and operating success.

initiated certain cost-reduction measures during the previous fiscal year, which could have long-term adverse effects on our business

and we may not realize the operational or financial benefits from such actions.

initiated certain cost-reduction measures during the previous fiscal year, and we may engage in similar activities in the future.

This decision may distract management, could slow improvements in our platform and limit our ability to attract customers.

remains unclear how and to what extent this decision will impact our future business and operating success.

COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, liquidity and

results of operations.

COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets

worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant

economic volatility in the United States, Israel and international capital markets.

The extent to which COVID-19 impacts our results

will depend on future developments, which are highly uncertain and cannot be predicted, including actions to contain COVID-19

or treat its impact and the efficacy and scale of the various vaccines currently deployed in Israel and across the world, among

Our business has been affected in various ways, including in our operations, and we cannot predict the length and severity

of the pandemic.

We have followed guidance by the U.S.

and Israeli governments and the other local governments in which we operate

to protect our employees and our operations during the pandemic and have implemented a remote environment for certain of our employees,

and, as a result, may experience inefficiencies in our employees’

ability to collaborate.

The COVID-19 pandemic could also

affect the health of our consumers.

In addition, the COVID-19 pandemic has caused an economic recession, high unemployment rates

and other disruptions, both in the United States, Israel and the rest of the world.

Any of these impacts, including the prolonged

continuation of these impacts, could adversely affect our business.

cannot predict the other potential impacts of the COVID-19 pandemic on our business or operations, and there is no guarantee that

any near-term trends in our results of operations will continue, particularly if the COVID-19 pandemic and the adverse consequences

thereof continue for a long period of time.

Additional waves of infections, a continuation of the current environment, or any

further adverse impacts caused by the COVID-19 pandemic could further deteriorate employment rates and the economy, detrimentally

affecting our consumer base and divert consumers’

discretionary income to other uses, including for essential items.

events could adversely impact our cash flows, results of operations and financial conditions and heighten many of the other risks

described in these “Risk Factors.”

success depends, in part, upon the continued demand of video as an integral part of corporate marketing and internal communications

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products and services.

provide a platform that allows companies to understand what messages are resonating with their video viewers and how to

leverage that data to enrich and empower a more effective video experience.

provide a platform that allows companies to understand what messages are resonating with their video viewers and how to leverage

that data to enrich and empower a more effective video experience.

Our revenues are derived from the sale of our platform.

If the demand for video advertising does not continue to grow or customers do not embrace our platform, this could have a material

the demand for video advertising does not continue to grow or customers do not embrace our platform, this could have a material

adverse effect on our business and financial condition.

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our future performance and may be difficult to increase revenue or profitability.

developed our platform based on Software as a Service (“SaaS”) business model.

We do not have an extensive history

of ongoing operations in using our business model from which to predict our future performance, and making such predictions, particularly

with regard to the effect of our efforts to aggressively increase the distribution and profitability is very complex and challenging.

If we are unable to continuously improve our platform, this could have a negative effect on our competitiveness and ability to

service and attract customers.

If we are unsuccessful in doing so in a timely fashion, we may not be able to achieve revenue growth

or increase our profitability.

developed our platform based on SaaS business model.

We do not have an extensive history of ongoing operations in using our business

model from which to predict our future performance, and making such predictions, particularly with regard to the effect of our

efforts to aggressively increase the distribution and profitability is very complex and challenging.

If we are unable to continuously

improve our platform, this could have a negative effect on our competitiveness and ability to service and attract customers.

we are unsuccessful in doing so in a timely fashion, we may not be able to achieve revenue growth or increase our profitability.

customers may reduce or terminate their business relationship with us at any time.

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or incentives, there is no assurance that we would be able to compensate for such price reductions or conserve our profit margins.

we have sustained significant turnover to key management positions, we may not have the leadership and personnel with expertise

to guide us to profitable operations.

have sustained significant turnover to our management team.

Our success depends in part upon our ability to retain the services

of our executive officers and employees.

The loss of the services of our executive officers or other employees would have a material

adverse effect on our business, operating results and financial condition.

Related to our Competition

and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising

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evolution, we could lose customers and market share or be compelled to reduce our prices and harm our operational results.

may not be able to protect our systems, technology and infrastructure from cyberattacks and cyberattacks.

Related to our Intellectual Property

we cannot enforce and protect our intellectual property rights, our business could be adversely affected.

rely on patents, copyright, trademark, domain name and trade secret laws in the United States and similar laws in other countries,

as well as licenses and other agreements with our employees, and other parties, to establish and maintain our intellectual property

rights in the technology, products and services used in our operations.

These laws and agreements may not guarantee that our intellectual

property rights will be protected and our intellectual property rights could be challenged or invalidated.

Amendments to or interpretations

patent laws or new rulings around U.S.

patent laws may adversely impact our ability to protect our new technologies, content,

products and services and to defend against claims of patent infringement.

In addition, such intellectual property rights may

not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which

could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely

affect our business.

may in the future be, subject to claims of intellectual property infringement that could adversely affect our business.

companies (including patent holding companies) and individuals own patents, copyrights, trademarks, and trade secrets and frequently

enter into litigation based on allegations of infringement or other violations of intellectual property rights.

As we develop

and offer our platform through various distribution channels we may experience an increase in the number of intellectual property

claims against us.

These claims, whether meritorious or not, may result in litigation, may be time-consuming and costly to resolve,

and may require expensive changes in our methods of doing business.

These intellectual property infringement claims may require

us to enter into royalty or licensing agreements on unfavorable terms or to incur substantial monetary liability.

Additionally,

these claims may result in our being enjoined preliminarily or permanently from further use of certain intellectual property or

may require us to cease or significantly alter certain of our operations.

of our commercial agreements may require us to indemnify third parties against intellectual property infringement claims, which

may require us to use substantial resources to defend against or settle such claims or, potentially, to pay damages.

parties may also discontinue the use of our platform, as a result of injunctions or otherwise, which could result in loss of revenues

and adversely impact our business.

Additionally, we may be exposed to liability or substantially increased costs if a commercial

partner does not honor its contractual obligation to indemnify us for intellectual property infringement claims made by third

parties or if any amounts received are not adequate to cover our liabilities or the costs associated with defense of such claims.

The occurrence of any of these events could adversely affect our business.

terms may be inadequate to protect our competitive position for an adequate amount of time.

have a limited lifespan.

In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is

generally 20 years from its earliest U.S.

non-provisional or international patent application filing date.

Various extensions

may be available, but the life of a patent, and the protection it affords, is limited.

Even if patents covering our products are

obtained, once the patent life has expired, we may be open to competition from competitive products, including generics.

result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar

or identical to ours.

Related to Cyber and Data Collection

may not be able to protect our systems, technology and infrastructure from cyberattacks.

may be under attack by perpetrators of malicious technology-related events, such as the use of botnets, malware or other destructive

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we continuously develop and maintain systems designed to detect and prevent events of this nature from impacting our platform,

we have invested (and continue to invest) heavily in these efforts These efforts are costly and require ongoing monitoring and

updating as technologies change and efforts to overcome preventative security measures become more sophisticated.

we have invested (and continue to invest) heavily in these efforts.

These efforts are costly and require ongoing monitoring

and updating as technologies change and efforts to overcome preventative security measures become more sophisticated.

event of this nature that we experience could damage our systems, technology and infrastructure, prevent us from providing our

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investigation activities, which may increase our costs and risks.

we cannot enforce and protect our intellectual property rights, our business could be adversely affected.

rely on patents, copyright, trademark, domain name and trade secret laws in the United States and similar laws in other countries,

as well as licenses and other agreements with our employees, and other parties, to establish and maintain our intellectual property

rights in the technology, products and services used in our operations.

These laws and agreements may not guarantee that our intellectual

property rights will be protected and our intellectual property rights could be challenged or invalidated.

Amendments to or interpretations

patent laws or new rulings around U.S.

patent laws may adversely impact our ability to protect our new technologies, content,

products and services and to defend against claims of patent infringement.

In addition, such intellectual property rights may

not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which

could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely

affect our business.

may in the future be, subject to claims of intellectual property infringement that could adversely affect our business.

companies (including patent holding companies) and individuals own patents, copyrights, trademarks, and trade secrets and frequently

enter into litigation based on allegations of infringement or other violations of intellectual property rights.

As we develop

and offer our platform through various distribution channels we may experience an increase in the number of intellectual property

claims against us.

These claims, whether meritorious or not, may result in litigation, may be time-consuming and costly to resolve,

and may require expensive changes in our methods of doing business.

These intellectual property infringement claims may require

us to enter into royalty or licensing agreements on unfavorable terms or to incur substantial monetary liability.

Additionally,

these claims may result in our being enjoined preliminarily or permanently from further use of certain intellectual property or

may require us to cease or significantly alter certain of our operations.

of our commercial agreements may require us to indemnify third parties against intellectual property infringement claims, which

may require us to use substantial resources to defend against or settle such claims or, potentially, to pay damages.

parties may also discontinue the use of our platform, as a result of injunctions or otherwise, which could result in loss of revenues

and adversely impact our business.

Additionally, we may be exposed to liability or substantially increased costs if a commercial

partner does not honor its contractual obligation to indemnify us for intellectual property infringement claims made by third

parties or if any amounts received are not adequate to cover our liabilities or the costs associated with defense of such claims.

The occurrence of any of these events could adversely affect our business.

terms may be inadequate to protect our competitive position for an adequate amount of time.

have a limited lifespan.

In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is

generally 20 years from its earliest U.S.

non-provisional or international patent application filing date.

Various extensions

may be available, but the life of a patent, and the protection it affords, is limited.

Even if patents covering our products are

obtained, once the patent life has expired, we may be open to competition from competitive products, including generics.

result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar

or identical to ours.

may incur losses as a result of unforeseen or catastrophic events, including the recent outbreak of the novel coronavirus (COVID-19) .

occurrence of unforeseen or catastrophic events such as terrorist attacks, extreme terrestrial or solar weather events or other

natural disasters, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an

emergency), could create economic and financial disruptions, and could lead to operational difficulties that could impair our

ability to manage our business.

In particular, the current outbreak of novel coronavirus (COVID-19) that was first reported from

Wuhan, China, on December 31, 2019, including the resulting travel restrictions and quarantines already imposed by several countries,

present concerns that may dramatically affect our ability to conduct our business effectively.

The trajectory of the coronavirus

remains uncertain and it is becoming increasingly plausible that our business, including the livelihood of our employees and customers

upon both of which our business relies, may be directly afflicted.

Risks Related

to Our Common Stock

of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock

available for sale in the public market and depress the price of our Common Stock.

As of December

31, 2019, we had outstanding:

(i) Class G Warrants exercisable to purchase 142,857 shares of Common Stock at an exercise

price of between $4.20 per share of Common Stock;

(ii) Class H Warrants exercisable to purchase 50,000 shares of Common

Related to Our Common Stock

of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock available

for sale in the public market and depress the price of our Common Stock.

of December 31, 2020, we had outstanding:

(i) Class J Warrants exercisable to purchase 3,649,318 shares of Common Stock at an

exercise price of $0.48 per share of Common Stock;

and (ii) Class K Warrants exercisable to purchase 3,649,318 shares of Common

Stock, at an exercise price of $0.80 per share of Common Stock.

(iii) Class I Warrants exercisable to purchase 38,095 shares

of Common Stock, at an exercise price of $2.10 per share of Common Stock;

(iv) Class J Warrants exercisable to purchase

3,649,318 shares of Common Stock at an exercise price between $0.48 per share of Common Stock;

and (v) Class K Warrants

exercisable to purchase 3,649,318 shares of Common Stock, at an exercise price of $0.80 per share of Common Stock.

To the extent

any of these warrants are exercised and any additional warrants are issued and subsequently exercised, there will

be further dilution to our stockholders.

Until the warrants expire, these warrant holders will have an opportunity to profit

from any increase in the market price of our Common Stock without assuming the risks of ownership.

Holders of options and

warrants may exercise these securities at a time when we could obtain additional capital on terms more favorable.

price of the warrants will dilute the voting interest of the owners of presently outstanding shares of Common Stock by

the extent any of these warrants are exercised and any additional warrants are issued and subsequently exercised, there will be

further dilution to our stockholders.

Until the warrants expire, these warrant holders will have an opportunity to profit from

any increase in the market price of our Common Stock without assuming the risks of ownership.

Holders of options and warrants

may exercise these securities at a time when we could obtain additional capital on terms more favorable.

exercise price of the warrants will dilute the voting interest of the owners of presently outstanding shares of Common Stock by

adding a substantial number of additional shares of our Common Stock.

We have reserved shares of Common Stock for

issuance upon the exercise of the warrants and may increase the shares reserved for these purposes in the future.

shares of our Common Stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public

market pursuant to Rule 144, if applicable.

The sale of our Common Stock issued or issuable upon the exercise of the warrants

and options described above, or the perception that such sales could occur, may adversely affect the market price of our Common

We have reserved shares of Common Stock for issuance upon

the exercise of the warrants and may increase the shares reserved for these purposes in the future.

shares of our Common Stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public market

pursuant to Rule 144, if applicable.

The sale of our Common Stock issued or issuable upon the exercise of the warrants and options

described above, or the perception that such sales could occur, may adversely affect the market price of our Common Stock.

are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

have offered and sold our Common Stock to investors pursuant to certain exemptions from the registration requirements of

the Securities Act of 1933, as amended (the “Act”) as well as those of various state securities laws.

for relying on such exemptions is factual;

that is, the applicability of such exemptions depends upon our conduct and that of

those persons contacting prospective investors and making the offering.

We have not received a legal opinion to the effect that

any of our prior offerings were exempt from registration under any federal or state law.

Instead, we have relied upon the operative

facts as the basis for such exemptions, including information provided by investors themselves.

have offered and sold our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities

Act of 1933, as amended (the “Act”) as well as those of various state securities laws.

The basis for relying on such

exemptions is factual;

that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting

prospective investors and making the offering.

We have not received a legal opinion to the effect that any of our prior offerings

were exempt from registration under any federal or state law.

Instead, we have relied upon the operative facts as the basis for

such exemptions, including information provided by investors themselves.

any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities

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Securities and Exchange Commission (the “SEC”) and state securities agencies.

availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution

of existing stockholders.

are authorized to issue 490,000,000 shares of Common Stock, of which, as of December 31, 2019, 31,201,669 shares of Common

Stock were outstanding.

Additional shares of Common Stock may be issued by our board of directors without further stockholder

The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution

to the interests of other stockholders.

In addition, issuances of large numbers of shares of Common Stock may adversely

affect the market price of our Common Stock.

availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of

existing stockholders.

are authorized to issue 490,000,000 shares of Common Stock, of which, as of December 31, 2020, 34,753,669 shares of Common Stock

were outstanding.

Additional shares of Common Stock may be issued by our board of directors without further stockholder approval.

The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests

of other stockholders.

In addition, issuances of large numbers of shares of Common Stock may adversely affect the market price

of our Common Stock.

Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, par value $0.0001 per share of which none were issued

and outstanding as of December 31, 2020.

The board of directors is authorized

to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares

and to determine the rights, preferences and privileges thereof.

Accordingly, the board of directors may issue preferred stock

which may convert into large numbers of shares of common stock and consequently lead to further dilution of other stockholders.

The board of directors is authorized to provide for the issuance of these unissued shares

of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges

Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of common

stock and consequently lead to further dilution of other stockholders.

have never paid cash dividends and do not anticipate doing so in the foreseeable future.

have never declared or paid cash dividends on our Common Shares.

We currently plan to retain any earnings to finance the

growth of our business rather than to pay cash dividends.

Payments of any cash dividends in the future will depend on our financial

condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

We currently plan to retain any earnings to finance the growth

of our business rather than to pay cash dividends.

Payments of any cash dividends in the future will depend on our financial condition,

results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

Common Stock is subject to the “Penny Stock”

rules of the SEC and the trading market in our stock is limited,

which makes transactions in our stock cumbersome and may reduce the value of an investment.

rules of the SEC and the trading market in our stock is limited, which

makes transactions in our stock cumbersome and may reduce the value of an investment.

SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,”

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knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC

relating to the penny stock market, which, in highlight form:

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating

to the penny stock market, which, in highlight form:

forth the basis on which the broker or dealer made the suitability determination;

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brokers may be less willing to execute transactions in securities subject to the “penny stock”

make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common

This may make

it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the

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our Common Stock at or near bid prices at any given time may be relatively small or non-existent.

As a consequence, there

may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned

issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse

effect on share price.

We cannot give you any assurance that a broader or more active public trading market for our Common

Stock will develop or be sustained, or that current trading levels will be sustained.

Due to these conditions, we can give

you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire

to liquidate your shares.

As a consequence, there may

be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer

which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect

on share price.

We cannot give you any assurance that a broader or more active public trading market for our Common Stock will

develop or be sustained, or that current trading levels will be sustained.

Due to these conditions, we can give you no assurance

that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your

of Common Stock eligible for future sale may adversely affect the market.

time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means

of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations.

In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current

public information requirement.

Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity

securities), current public information and notice requirements.

Any substantial sales of our common stock pursuant to Rule 144

may have a material adverse effect on the market price of our Common Stock.

we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely

time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary

brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations.

pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public

information requirement.

Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities),

current public information and notice requirements.

Any substantial sales of our common stock pursuant to Rule 144 may have a

material adverse effect on the market price of our Common Stock.

we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

identified a material weakness in our period and our financial reporting process.

Our internal control over financial reporting may have material weaknesses and conditions that could require correction

or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock.

We are required to

establish and maintain appropriate internal controls over financial reporting.

Failure to establish those controls, or any failure

of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial

condition or results of operations.

In addition, management’s assessment of internal controls over financial reporting may

identify material weaknesses and conditions that need to be addressed in our internal controls over financial reporting

or other matters that may raise concerns for investors.

Any actual or perceived weaknesses and conditions that need to be addressed

in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over

financial reporting may have an adverse impact on the price of our Common Stock.

Our internal control over financial reporting

may have material weaknesses and conditions that could require correction or remediation, the disclosure of which may have an

adverse impact on the price of our Common Stock.

We are required to establish and maintain appropriate internal controls over

financial reporting.

Failure to establish those controls, or any failure of those controls once established, could adversely affect

our public disclosures regarding our business, prospects, financial condition or results of operations.

In addition, management’s

assessment of internal controls over financial reporting may identify material weaknesses and conditions that need to be addressed

in our internal controls over financial reporting or other matters that may raise concerns for investors.

Any actual or perceived

weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s

assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a

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The standards that must be met for management to assess the internal controls over financial reporting

as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed

as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.

expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis.

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over financial reporting.

In the event that our Chief Executive Officer and Chief Financial Officer, which currently

is the same individual, determines that our internal control over financial reporting is not effective as defined under Section

404, we cannot predict how the market prices of our shares of Common Stock will be affected;

however, we believe that there

is a risk that investor confidence and share value may be negatively affected.

stock price could be volatile, and our trading volume may fluctuate substantially.

price of our Common Stock has been and may in the future continue to be extremely volatile, with the sale price fluctuating

from a low of $.025 to a high of $1.12 since January 1, 2018.

Many factors could have a significant impact on the future

price of our common shares, including:

inability to raise additional capital to fund our operations;

failure to successfully implement our business objectives and strategic growth plans;

with ongoing regulatory requirements;

acceptance of our product;

in government regulations;

economic conditions and other external factors;

or anticipated fluctuations in our quarterly financial and operating results;

and the degree of trading liquidity in our common

In the event that our Chief Executive Officer and Chief Financial Officer, which currently is the same

individual, determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot

predict how the market prices of our shares of Common Stock will be affected;

however, we believe that there is a risk that investor

confidence and share value may be negatively affected.

annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price.

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are also subject to the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”).

these provisions, if anyone becomes an “interested stockholder,”

provisions, if anyone becomes an “interested stockholder,”

we may not enter into a “business combination”

7 unchanged sentences

economic and military instability in Israel may impede our ability to operate and harm our financial results.

principal executive offices are located in Israel.

Accordingly, political, economic and military conditions in Israel and the

surrounding region could directly affect our business.

Since the establishment of the State of Israel in 1948, a number of armed

conflicts have occurred between Israel and its Arab neighbors, Hamas (an Islamist militia and political group in the Gaza Strip)

and Hezbollah (an Islamist militia and political group in Lebanon).

Any hostilities involving Israel or the interruption or curtailment

of trade between Israel and its present trading partners could adversely affect our operations.

Ongoing and revived hostilities

or other Israeli political or economic factors, could prevent or delay shipments of our products, harm our operations and product

development and cause any future sales to decrease.

In the event that hostilities disrupt the ongoing operation of our facilities

or the airports and seaports on which we depend to import and export our supplies and products, our operations may be materially

adverse affected.

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

Several countries, principally those in the Middle East, still restrict business with Israel and Israeli companies, and additional

countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability

in the region continues or increases.

These restrictive laws and policies may seriously limit our ability to sell our products

in these countries and may have an adverse impact on our operating results, financial conditions or the expansion of our business.

addition, political uprisings and conflicts in various countries in the Middle East are affecting the political stability of those

This instability has raised concerns regarding security in the region and the potential for armed conflict.

a country bordering Israel, a civil war is taking place.

In addition, there are concerns that Iran, which has previously threatened

to attack Israel, may step up its efforts to achieve nuclear capability.

Iran is also believed to have a strong influence among

extremist groups in the region, such as Hamas in Gaza and Hezbollah in Lebanon, as well as a growing presence in Syria.

Additionally,

the Islamic State of Iraq and Levant, or ISIL, a violent jihadist group whose stated purpose is to take control of the Middle

East, remains active in areas within close proximity to Israeli borders.

The tension between Israel and Iran and/or these groups

may escalate in the future and turn violent, which could affect the Israeli economy in general and us in particular.

Any potential

future conflict could also include missile strikes against parts of Israel, including our offices and facilities.

Such instability

may lead to deterioration in the political and trade relationships that exist between the State of Israel and certain other countries.

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

be disinclined 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.

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

or for any resulting disruption in our operations.

Although the Israeli government has in the past covered the reinstatement value

of direct damages that were caused by terrorist attacks or acts of war, we cannot be assured that this government coverage will

be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred and the government may cease providing

such coverage or the coverage might not suffice to cover potential damages.

Any losses or damages incurred by us could have a

material adverse effect on our business.

Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities

involving or threatening Israel would likely negatively affect business conditions generally and could harm our results of operations.

Israel’s domestic front, there is currently a level of unprecedented political instability.

The Israeli government has been

in a transitionary phase since December 2018, when the Israeli Parliament, or the Knesset, first resolved to dissolve itself and

call for new general elections.

In 2019, Israel held general elections twice, in April and September, and a third general election

took place on March 2, 2020.

The Knesset, for reasons related to this extended political transition, has failed to pass a budget

for the year 2020, and certain government ministries, which may be critical to the operation of our business, are without necessary

resources and may not receive sufficient funding moving forward.

Given the likelihood that the current political stalemate may

not be resolved during the next calendar year, our ability to conduct our business effectively may be adversely materially affected.

offices and management team are located in the Tel-Aviv metropolitan area, Israel.

Accordingly, political, economic, and military

conditions in Israel and the surrounding region may directly affect our business and operations.

In recent years, Israel has been

engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist

terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.

Iran has threatened to attack Israel and may be developing nuclear weapons.

Some of these hostilities were accompanied by missiles

being fired from the Gaza Strip 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.

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 Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.

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 or that it will sufficiently cover our potential

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.

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.

A campaign of boycotts, divestment and sanctions

has been undertaken against Israel, which could also adversely impact our business.

addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty

each year until they reach the age of 40 (or older, for reservists who are military officers or who have 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, which may include the call-up of members of our management.

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

rate fluctuations between foreign currencies and the 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