What changed in this filing

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Item 1A. Risk Factors

2026-05-14 compared with 2025-11-14 · 24 added, 121 removed, 18 unchanged (89% of the section changed)

11 unchanged sentences

Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

may not realize the anticipated benefits of the acquisition of Metagramm

March 2025, we acquired Metagramm, a company that specializes in developing advanced writing assistance tools and licenses its products

on a subscription basis.

Metagramm’s products and revenue model differs from those of our current platforms.

We may not be able

to assimilate or integrate the acquired personnel, operations, products, services, and technologies of Metagramm successfully or effectively

manage the business of Metagramm and our management may be distracted from operating our business.

We also may not achieve the anticipated

benefits from the acquisition of Metagramm due to a number of factors, including, without limitation, unanticipated costs or liabilities

associated with the acquisition and difficulty of incorporating Metagramm’s technology into our platforms.

If the acquisition of

Metagramm fails to meet our expectations, our operating results, business, and financial condition may suffer.

has concluded that there is substantial doubt about our ability to continue as a going concern, and our condensed financial statements

for the quarter ended September 30, 2025 include an explanatory paragraph as to our ability to continue as a going concern, which could

has concluded that there is substantial doubt about our ability to continue as a going concern, and our consolidated financial statements

for the quarter ended March 31, 2026 include an explanatory paragraph as to our ability to continue as a going concern, which could

prevent us from obtaining new financing on reasonable terms or at all.

1 unchanged sentence

as a going concern at the same level at which we are currently performing.

Accordingly, our condensed financial statements for the quarter

ended September 30, 2025 include an explanatory paragraph as to our potential inability to continue as a going concern.

The doubts regarding

our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or

in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability,

may impede our ability to operate and harm our financial results.

all of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees

and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected

by economic, political, geopolitical and military conditions in Israel.

Since the establishment of the State of Israel in 1948 and in

recent years, armed conflicts between Israel and its neighboring countries and terrorist organizations active in the region have involved

missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers

and citizens.

October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian

and military targets.

Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s

border with the Gaza Strip and in other areas within the State of Israel.

These attacks resulted in extensive deaths, injuries and kidnapping

of civilians and soldiers.

Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against

these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

In January 2025, Israel and Hamas entered

into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed.

As of October 9, 2025, Israel and

Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war.

However, there are no assurances that such as

agreement will hold.

While the conflict has created heightened security concerns, disruptions to business operations, and economic instability,

the ceasefire may contribute to improved regional stability.

However, the security situation remains fluid, and any renewed military

actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition.

the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah

terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia

groups in Syria and Iraq.

In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024,

a ceasefire was brokered between Israel and Hezbollah, but there are no guarantees as to whether the agreement will hold or whether further

hostilities will resume.

addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened

to continue to attack Israel and is widely believed to be developing nuclear weapons.

In June 2025, in light of continued nuclear threats

and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear

infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as

well as to degrade its nuclear program.

In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities.

While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure.

While a ceasefire was

reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile.

A broader regional conflict

involving additional state and non-state actors remains a significant risk.

Iran is also believed to have a strong influence among extremist

groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria

These situations may potentially escalate in the future to more violent events which may affect Israel and us.

our facilities have not been damaged during the recent war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others caused,

and may continue to cause if hostilities resume, damage to private and public facilities, infrastructure, utilities, and telecommunication

networks, and potentially disrupting our operations and supply chains.

In addition, Israeli organizations, government agencies and companies

have been subject to extensive cyber attacks.

This could lead to increased costs, risks to employee safety, and challenges to business

continuity, with potential financial losses.

The continuation of the war has also led to a deterioration of certain indicators of Israel’s

economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global,

connection with the ongoing war, several hundred thousand Israeli military reservists were drafted to perform immediate military service,

and military reservists are expected to perform long reserve duty service in the coming years.

As of date of this Quarterly Report on

Form 10-Q, none of our employees or consultants in Israel have been called to reserve duty and there has been no material impact on our

business from past reserve services.

However, certain of our employees and consultants in Israel, in addition to employees of our service

providers located in Israel, may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as

the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended

period of time.

As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our

business, prospects, financial condition and results of operations.

Additionally, the absence of employees of our Israeli suppliers and

contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations,

which in turn may materially and adversely affect our ability to deliver or provide products and services to customers.

the intensity and duration of the security situation in Israel has been difficult to predict, as were the economic implications on our

business and operations and on Israel’s economy in general, the ceasefire marks a potential shift towards stability in the region.

If sustained, this could reduce the risk of disruptions to our business and the Israeli economy in general.

However, if the war is renewed

or expands to other fronts, such as Lebanon, Syria and the West Bank, our operations may be harmed.

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.

global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions

and other negative measures against Israel, as well as Israeli companies and academic institutions.

There is also a growing movement

among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel,

which could affect business operations.

If these efforts become widespread, along with any future rulings from international tribunals

against Israel, they could significantly and negatively impact business operations.

of the date of this Quarterly Report on Form 10-Q, the Company’s revenues have not been directly negatively affected by the ongoing

hostilities in the region, as the primary source of its revenues is predominantly from the U.S.

or European markets, that have been not

significantly impacted by the ongoing hostilities in Israel.

As a result, as of the date of this Quarterly Report on Form 10-Q the Company’s

abilities to deliver or provide products and services to its customers have not been materially affected.

prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its

efforts to effect such changes.

In response to the foregoing developments, certain individuals, organizations, and institutions, both

within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment

Such proposed changes may also lead to political instability or civil unrest.

If such changes to Israel’s judicial system

are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations,

and ability to raise additional funds, if deemed necessary by our management and board of directors.

Accordingly, our consolidated financial statements for the

quarter ended March 31, 2026 include an explanatory paragraph as to our potential inability to continue as a going concern.

regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable

terms or at all.

may not realize the anticipated benefits of the acquisitions of Quantum X Labs Ltd.

or Metagramm.

March 2026, we acquired Quantum Israel, a company that focuses on developing and promoting quantum algorithms for the

transportation, drug discovery and security segments as well as developing quantum- based GPS replacement and quantum atom accuracy

solutions, and security whose mission is to research, develop, and own quantum technology intellectual property that addresses major

challenges emerging as the quantum revolution scales into commercial and industrial use.

In March 2025, we acquired Metagramm, a

company that specializes in developing advanced writing assistance tools and licenses its products on a subscription basis.

Israel’s and Metagramm’s products and revenue models differ from those of our current platforms.

We may not be able to

assimilate or integrate the acquired personnel, operations, products, services, and technologies of Quantum Israel or Metagramm

successfully or effectively manage the business of Quantum Israel or Metagramm and our management may be distracted from operating

our business.

We also may not achieve the anticipated benefits from the acquisition of Quantum Israel or Metagramm due to a number

of factors, including, without limitation, unanticipated costs or liabilities associated with the acquisition and difficulty of

incorporating Quantum Israel’s or Metagramm’s technologies into our platforms.

If the acquisition of Quantum Israel or

Metagramm fails to meet our expectations, our operating results, business, and financial condition may suffer.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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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-Q

Item 1A. Risk Factors