What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-17 compared with 2021-03-16 · 451 added, 484 removed, 90 unchanged (91% of the section changed)

shares of our Common Stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons

who can afford to lose their entire amount invested in the Common Stock.

Accordingly, prospective investors should carefully consider,

along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares

of Common Stock.

If any of the following risks actually occurs, our business, financial condition or operating results could be

materially adversely affected.

shares of our Common Stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who

can afford to lose their entire amount invested in the Common Stock.

Accordingly, prospective investors should carefully consider, along

with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares of Common Stock.

If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected.

In such case, you may lose all or part of your investment.

You should carefully consider the risks

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”

You should carefully consider the risks 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;

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 may 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;

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;

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;

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

1 unchanged sentence

advertising/marketing industry is highly competitive.

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

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

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

6 unchanged sentences

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

Planned Reverse Split may not result in a proportional increase in the per share 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;

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;

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;

1 unchanged sentence

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;

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;

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;

5 unchanged sentences

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.

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.

COVID-19 pandemic may negatively impact the global economy in a significant manner for an extended period of time, and also adversely

affect our business and operating result s.

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

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

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.

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 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.

The COVID-19 pandemic has not

yet currently adversely affected our business, however, any of these impacts, including the prolonged continuation of these impacts,

could in the future, adversely affect our business and operating results and heighten many of the other risks described in these “Risk

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

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.

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.

success also depends, in part, on our ability to compete for a share of available video advertising/marketing expenditures as

more traditional offline and emerging media companies continue to enter the online advertising/marketing market, as well as on

the continued growth and acceptance of online advertising generally.

If for any reason online advertising is not perceived as

effective (relative to traditional advertising), web browsers, software programs and/or other applications that limit or prevent

advertising from being displayed become commonplace and/or the industry fails to effectively manage click fraud, the market for

online advertising will be negatively impacted.

Any lack of growth in the market for online advertising/marketing (particularly

for paid listings) could adversely affect our business, financial condition and results of operations.

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.

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

If 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.

success also depends, in part, on our ability to compete for a share of available video advertising/marketing expenditures as more traditional

offline and emerging media companies continue to enter the online advertising/marketing market, as well as on the continued growth and

acceptance of online advertising generally.

If for any reason online advertising is not perceived as effective (relative to traditional

advertising), web browsers, software programs and/or other applications that limit or prevent advertising from being displayed become

commonplace and/or the industry fails to effectively manage click fraud, the market for online advertising will be negatively impacted.

Any lack of growth in the market for online advertising/marketing (particularly for paid listings) could adversely affect our business,

financial condition and results of operations.

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.

developed our platform based on a 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.

1 unchanged sentence

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.

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.

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.

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.

generally engage with two types of customers:

small companies who change from time to time and a number of large companies with

whom the engagement is for shorter periods of time.

We do not enter into long-term contracts with our customers, and such customers

do business with us on a non-exclusive basis.

Accordingly, our business is highly vulnerable to adverse economic conditions, market

evolution and development of new or more compelling offerings by our competitors, which could either lead to reduced advertising

spend generally or motivate our current or potential customers to migrate to our competitors.

Any reduction in spending by, or

loss of, existing or potential customers would negatively impact our revenue and operating results.

small companies who change from time to time and a number of large companies with whom

the engagement is for shorter periods of time.

We do not enter into long-term contracts with our customers, and such customers do business

with us on a non-exclusive basis.

Accordingly, our business is highly vulnerable to adverse economic conditions, market evolution and

development of new or more compelling offerings by our competitors, which could either lead to reduced advertising spend generally or

motivate our current or potential customers to migrate to our competitors.

Any reduction in spending by, or loss of, existing or potential

customers would negatively impact our revenue and operating results.

the discretionary, non-exclusive nature of our relationships with customers subjects us to increased pricing pressure.

we believe our rates are competitive, our competitors may be able to offer more favorable pricing or other advantageous terms.

As a result, we may be compelled to reduce our rates or offer other incentives in order to maintain our current customers and

attract new customers.

If a significant number of customers are able to compel us to charge lower rates or provide rate concessions

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.

Although we believe

our rates are competitive, our competitors may be able to offer more favorable pricing or other advantageous terms.

As a result, we may

be compelled to reduce our rates or offer other incentives in order to maintain our current customers and attract new customers.

significant number of customers are able to compel us to charge lower rates or provide rate concessions or incentives, there is no assurance

that we would be able to compensate for such price reductions or conserve our profit margins.

Related to our Competition

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.

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.

is a substantial player in the digital advertising market along with other players such as Microsoft.

In addition, a small number

of social network companies, such as Facebook, account for a large portion of digital advertising budgets.

The high concentration

of power among Google, Facebook and some other large market participants causes us to be subject to any unilateral changes they

may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising

or partnerships with other publishers that are not subject to such changes.

Furthermore, we could have limited ability to respond

to, and adjust for, changes implemented by large market participants.

companies, along with other large and established Internet and technology companies, may also leverage their power to make changes

to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital

advertising marketplace.

In addition, a small number of

social network companies, such as Facebook, account for a large portion of digital advertising budgets.

The high concentration of power

among Google, Facebook and some other large market participants causes us to be subject to any unilateral changes they may make with

respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships

with other publishers that are not subject to such changes.

Furthermore, we could have limited ability to respond to, and adjust for,

changes implemented by large market participants.

companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to

their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising

advertising/marketing industry is highly competitive.

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

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

face intense competition in the marketplace.

We operate in a dynamic market that is subject to rapid development and introduction

of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines,

all of which affect our ability to remain competitive.

There are a large number of companies and advertising technology companies

that offer products or services similar to ours and that compete with us for finite advertising budgets.

There is also a large

number of niche companies that are competitive with us, as they provide a subset of the services that we provide.

existing and potential competitors may be better established, benefit from greater name recognition, may offer solutions and technologies

that we do not offer or that are more evolved than ours, and may have significantly more financial, technical, sales and marketing

resources than we do.

In addition, some competitors, particularly those with a larger and more diversified revenue base and a

broader offering, may have greater flexibility than we do to compete aggressively on the basis of price and other contract terms

as well as respond to market changes.

Additionally, companies that do not currently compete with us in this space may change their

services to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations

or acquisitions.

If our platform is not perceived as competitively differentiated or we fail to develop adequately to meet market

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

We operate in a dynamic market that is subject to rapid development and introduction of

new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which

affect our ability to remain competitive.

There are a large number of companies and advertising technology companies that offer products

or services similar to ours and that compete with us for finite advertising budgets.

There is also a large number of niche companies

that are competitive with us, as they provide a subset of the services that we provide.

Some of our existing and potential competitors

may be better established, benefit from greater name recognition, may offer solutions and technologies that we do not offer or that are

more evolved than ours, and may have significantly more financial, technical, sales and marketing resources than we do.

some competitors, particularly those with a larger and more diversified revenue base and a broader offering, may have greater flexibility

than we do to compete aggressively on the basis of price and other contract terms as well as respond to market changes.

Additionally,

companies that do not currently compete with us in this space may change their services to be competitive if there is a revenue opportunity,

and new or stronger competitors may emerge through consolidations or acquisitions.

If our platform is not perceived as competitively

differentiated or we fail to develop adequately to meet market evolution, we could lose customers and market share or be compelled to

reduce our prices and harm our operational results.

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

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 of

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.

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.

1 unchanged sentence

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.

As we develop and offer

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

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.

These third 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.

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.

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.

As a 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

1 unchanged sentence

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

or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and other

similar malicious activities.

or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and other similar

malicious activities.

The incidence of events of this nature (or any combination thereof) is on the rise worldwide.

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.

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

services, compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to

investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties.

While 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.

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

compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to investigations by

regulatory authorities, fines and/or litigation that could result in liability to third parties.

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.

platform receives, collects, stores, processes, transfers and uses certain data about how viewers engaged with videos and helps

companies to leverage that data to become a better story teller and optimize the videos.

Our ability to access and utilize such

data is crucial.

platform receives, collects, stores, processes, transfers and uses certain data about how viewers engaged with videos and helps companies

to leverage that data to become a better story teller and optimize the videos.

Our ability to access and utilize such data is crucial.

ability to either collect or use data could be restricted by new laws or regulations.

We are subject to numerous federal, state,

local, and international laws, directives and regulations regarding privacy, data protection, and data security and the collection,

storing, sharing, use, processing, transfer, disclosure and protection of personal information and other data, the scope of which

are changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other legal and

regulatory requirements.

We are also subject to certain contractual obligations to third parties related to privacy, data protection

and data security.

We strive to comply with our applicable policies and applicable laws, regulations, contractual obligations

and other legal obligations relating to privacy, data protection and data security to the extent possible.

However, the regulatory

framework for privacy, data protection and data security worldwide is, and is likely to remain for the foreseeable future, uncertain

and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that

we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other legal obligations or

our practices.

Further, any significant change to applicable laws, regulations or industry practices regarding the collection,

use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent

of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase

our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete,

and may limit our ability to store and process user data or develop new services and features.

we were found in violation of any applicable laws or regulations relating to privacy, data protection or security, our business

may be materially and adversely affected and we would likely have to change our business practices and potentially the services

and features available through our platform.

In addition, these laws and regulations could impose significant costs on us and

could constrain our ability to use and process data in manners that may be commercially desirable.

In addition, if a breach of

data security were to occur or to be alleged to have occurred, if any violation of laws and regulations relating to privacy, data

protection or data security were to be alleged, or if we had any actual or alleged defect in our safeguards or practices relating

to privacy, data protection, or data security, our solutions may be perceived as less desirable and our business, prospects, financial

condition and results of operations could be materially and adversely affected.

also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and

information security proposed and enacted in various jurisdictions.

For example, the European Union’s (“EU”),

data protection landscape is currently unstable, resulting in possible significant operational costs for internal compliance and

risks to our business.

The EU has adopted the General Data Protection Regulation (“GDPR”), which became effective

in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations

on data processors and heavier documentation requirements for data protection compliance programs by companies.

Among other requirements,

the GDPR regulates the transfer of personal data subject to the GDPR to third countries that have not been found to provide adequate

protection to such personal data, including the United States.

We are subject to numerous federal, state, local,

and international laws, directives and regulations regarding privacy, data protection, and data security and the collection, storing,

sharing, use, processing, transfer, disclosure and protection of personal information and other data, the scope of which are changing,

subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other legal and regulatory requirements.

We are also subject to certain contractual obligations to third parties related to privacy, data protection and data security.

to comply with our applicable policies and applicable laws, regulations, contractual obligations and other legal obligations relating

to privacy, data protection and data security to the extent possible.

However, the regulatory framework for privacy, data protection

and data security worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these

or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from

one jurisdiction to another and may conflict with other legal obligations or our practices.

Further, any significant change to applicable

laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation,

or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure

of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner,

which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features.

we were found in violation of any applicable laws or regulations relating to privacy, data protection or security, our business may be

materially and adversely affected and we would likely have to change our business practices and potentially the services and features

available through our platform.

In addition, these laws and regulations could impose significant costs on us and could constrain our

ability to use and process data in manners that may be commercially desirable.

In addition, if a breach of data security were to occur

or to be alleged to have occurred, if any violation of laws and regulations relating to privacy, data protection or data security were

to be alleged, or if we had any actual or alleged defect in our safeguards or practices relating to privacy, data protection, or data

security, our solutions may be perceived as less desirable and our business, prospects, financial condition and results of operations

could be materially and adversely affected.

also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information

security proposed and enacted in various jurisdictions.

For example, the European Union’s (“EU”), data protection landscape

is currently unstable, resulting in possible significant operational costs for internal compliance and risks to our business.

has adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements

and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements

for data protection compliance programs by companies.

Among other requirements, the GDPR regulates the transfer of personal data subject

to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States.

Failure to comply with the GDPR could result in penalties for noncompliance.

addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s

right to conduct a private life.

The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy

Regulation”), would replace the current the current ePrivacy Directive.

Originally planned to be adopted and implemented

at the same time as the GDPR, the ePrivacy Regulation is still being negotiated.

addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right

to conduct a private life.

The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy

Regulation”), would replace the current the current ePrivacy Directive.

Originally planned to be adopted and implemented at the

same time as the GDPR, the ePrivacy Regulation is still being negotiated.

Additionally,

in June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights

for consumers and new operational requirements for companies.

Specifically, the CCPA provides that covered companies must provide

new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.

The CCPA became operative January 1, 2020.

The CCPA provides for civil penalties for violations, as well as a private right of

action for data breaches that is expected to increase data breach litigation.

We cannot fully predict the impact of the CCPA on

our business or operations, but it may require us to modify our data practices and policies and to incur substantial costs and

expenses in an effort to comply.

Some observers have noted the CCPA could mark the beginning of a trend toward more stringent

privacy legislation in the United States, which could increase our potential liability and adversely affect our business.

in March 2017, the United Kingdom (“U.K.”) formally notified the European Council of its intention to leave the EU

pursuant to Article 50 of the Treaty on European Union (“Brexit”).

ceased to be an EU Member State on January

31, 2020, but enacted, a Data Protection Act substantially implementing the GDPR, effective in May 2018, which was further amended

to align more substantially with the GDPR following Brexit.

in June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for

consumers and new operational requirements for companies.

Specifically, the CCPA provides that covered companies must provide new disclosures

to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.

The CCPA became

operative January 1, 2020.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches

that is expected to increase data breach litigation.

We cannot fully predict the impact of the CCPA on our business or operations, but

it may require us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply.

observers have noted the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which

could increase our potential liability and adversely affect our business.

Further in March 2017, the United Kingdom (“U.K.”)

formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”).

ceased to be an EU Member State on January 31, 2020, but enacted, a Data Protection Act substantially implementing the GDPR,

effective in May 2018, which was further amended to align more substantially with the GDPR following Brexit.

It is unclear how U.K.

data protection laws or regulations will develop

in the medium to longer term and how data transfers to and from the U.K.

protection laws or regulations will develop in the medium to longer term and how data transfers to and from the U.K.

will be regulated.

In addition, some countries are considering

or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering

our services.

addition, failure to comply with the Israeli Privacy Protection Law 1981, and its regulations as well as the guidelines of the

Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain

cases criminal liability.

In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase

the cost and complexity of delivering our services.

addition, failure to comply with the Israeli Privacy Protection Law 1981, and its regulations as well as the guidelines of the Israeli

Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminal

Current pending legislation may result in a change of the current enforcement measures and sanctions.

failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other

third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or data security

may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer

advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially

and adversely affect our reputation and business.

Furthermore, the costs of compliance with, and other burdens imposed by, the

laws, regulations, other obligations and policies that are applicable to the businesses of our users may limit the adoption and

use of, and reduce the overall demand for, our platform.

Additionally, if third parties we work with violate applicable laws,

regulations or contractual obligations, such violations may put our users’

data at risk, could result in governmental investigations

or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could

result in significant liability, cause our users to lose trust in us and otherwise materially and adversely affect our reputation

and business.

Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection

practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies,

including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or

investigation activities, which may increase our costs and risks.

failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third

parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or data security may result in

governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or

others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect

our reputation and business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations

and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for,

our platform.

Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations

may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims,

or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose

trust in us and otherwise materially and adversely affect our reputation and business.

Further, public scrutiny of, or complaints about,

technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations,

may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory

requirements, or to modify their enforcement or investigation activities, which may increase our costs and 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.

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, 2021, 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.

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 Stock.

(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.

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 Stock.

Planned Reverse Split may not result in a proportional increase in the per share price of our Common Stock.

intend to effect the Planned Reverse Split with the primary intent of increasing the price of our Common Stock in order to meet the initial

listing requirements of the Nasdaq Capital Market.

The effect of the Planned Reverse Split on the market price for our Common Stock cannot

be accurately predicted.

In particular, we cannot assure you that the proportionate increase in the price of our common stock immediately

after the Planned Reverse Split from the price for shares of our Common Stock immediately before the Planned Reverse Split will be maintained

for us to meet the initial listing requirements of the Nasdaq Capital Market or that the such market prices will be maintained for a

substantial period of time.

It is not uncommon for the market price of a company’s common stock to decline in the period following

a reverse stock split.

If the market price of our Common Stock declines following the Planned Reverse Split, the percentage decline may

be greater than would occur in the absence of the Planned Reverse Split.

The market price of our Common Stock may also be affected by

other factors which may be unrelated to the Planned Reverse Split or the number of shares outstanding.

because some investors may view the Planned Reverse Split negatively, we cannot assure you that the Planned Reverse Split will not adversely

impact the market price of our Common Stock.

Accordingly, our total market capitalization after the Planned Reverse Split may be lower

than the market capitalization before the Planned Reverse Split.

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.

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

if it so desired.

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

The basis for relying on such exemptions

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 if

it so desired.

It is possible that if an investor should seek rescission, such investor would succeed.

A similar situation

prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption

from the registration or qualification provisions of such state statutes.

If investors were successful in seeking rescission,

we would face severe financial demands that could adversely affect our business and operations.

Additionally, if we did not in

fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by

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, 2020, 34,753,669 shares of Common Stock

were outstanding.

A similar situation prevails under

state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration

or qualification provisions of such state statutes.

If investors were successful in seeking rescission, we would face severe financial

demands that could adversely affect our business and operations.

Additionally, if we did not in fact qualify for the exemptions upon

which it has relied, we may become subject to significant fines and penalties imposed by the U.S.

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, 2021, 34,753,669 shares of Common Stock were

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

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.

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, 2021.

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.

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.

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.

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

for the purposes relevant to us, as

any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,

subject to certain exceptions.

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.

SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

For any transaction involving a penny stock, unless exempt, the rules require:

a broker or dealer approve a person’s account for transactions in penny stocks;

broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity

of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

a broker or dealer approve a person’s account for transactions in penny stocks;

broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the

penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

financial information and investment experience objectives of the person;

a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient

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:

a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient 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:

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

the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

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

commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the

rights and remedies available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to

be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny

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

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 commissions

payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

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

shares of our Common Stock are thinly-traded on the OTCQB Market, meaning that the number of persons interested in purchasing

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 of our Common Stock are thinly-traded on the OTCQB Market, meaning that the number of persons interested in purchasing 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.

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.

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.

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 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.

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.

adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls

over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered

public accounting firm.

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 standards.

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.

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 timely

manner, our business could be harmed and our stock price could decline.

adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial

reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm.

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 standards.

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

It is difficult for us to predict

how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial

reporting for each year and to remediate any deficiencies in our internal control over financial reporting.

As a result, we may

not be able to complete the assessment and remediation process on a timely basis.

In addition, although attestation requirements

by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements

in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls

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.

It is difficult for us to predict how

long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting

for each year and to remediate any deficiencies in our internal control over financial reporting.

As a result, we may not be able to

complete the assessment and remediation process on a timely basis.

In addition, although attestation requirements by our independent

registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and

we may encounter problems or delays in completing the implementation of any resulting changes to internal controls 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

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

annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of

purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our

product, the timing of expenditures, product delivery requirements and economic conditions.

Revenues related to our product are

required to be recognized upon satisfaction of all applicable revenue recognition criteria.

The recognition of revenues from our

product is dependent on a number of factors, including, but not limited to, the terms of any license agreement and the timing

of implementation of our products by our customers.

unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter

or year, which may cause downward pressure on our common stock price.

We expect quarterly and annual fluctuations to continue

for the foreseeable future.

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.

in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our

stockholders may consider favorable.

For example, our certificate of incorporation authorizes our board of directors to issue

up to ten million shares of “blank check”

preferred stock.

As a result, without further stockholder approval, the

board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock.

With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

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

provisions, if anyone becomes an “interested stockholder,”

we may not enter into a “business combination”

with that person for three years without special approval, which could discourage a third party from making a takeover offer and

could delay or prevent a change in control of us.

An “interested stockholder”

is, generally, a stockholder who owns

15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock

during the past three years, subject to certain exceptions as described in the DGCL.

annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of purchase

orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the

timing of expenditures, product delivery requirements and economic conditions.

Revenues related to our product are required to be recognized

upon satisfaction of all applicable revenue recognition criteria.

The recognition of revenues from our product is dependent on a number

of factors, including, but not limited to, the terms of any license agreement and the timing of implementation of our products by our

unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or

year, which may cause downward pressure on our common stock price.

We expect quarterly and annual fluctuations to continue for the foreseeable

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.

in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders

may consider favorable.

For example, our certificate of incorporation authorizes our board of directors to issue up to ten million shares

of “blank check” preferred stock.

As a result, without further stockholder approval, the board of directors has the authority

to attach special rights, including voting and dividend rights, to this preferred stock.

With these rights, preferred stockholders could

make it more difficult for a third party to acquire us.

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

Under these provisions,

if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person

for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent

a change in control of us.

An “interested stockholder” is, generally, a stockholder who owns 15% or more of our outstanding

voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to

certain exceptions as described in the DGCL.

Related to our Operations in Israel

1 unchanged sentence

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.

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.

In addition, 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 damages.

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.

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.

2 unchanged sentences

Our revenues are currently primarily payable in U.S.

dollars and Euros and

we expect our future revenues to be denominated primarily in U.S.

dollars and we expect our

future revenues to be denominated primarily in U.S.

dollars and Euros.

However, certain amount of our expenses are

in NIS and as a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S.

We may, in the future, decide to enter into currency hedging transactions.

These measures, however, may not adequately protect

us from material adverse effects.

However, certain amount of our expenses are in NIS and as a result,

we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S.

We may, in the future, decide

to enter into currency hedging transactions.

These measures, however, may not adequately protect us from material adverse effects.

UNRESOLVED STAFF COMMENTS

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