Item 1A. Risk Factors
ITEM 1A.
Risk Factors
In
addition to the other information set forth in this report, you should carefully consider the risks set forth below and the risk factors
as described in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K/A for the year ended December 31,
2025. Other than the risk factors set forth below, there have been no material changes to the risk factors previously disclosed in the
2025 Form 10-K/A.
Changes
in the global trade environment, including the United States trade environment, such as the increase or imposition of import tariffs,
could adversely affect the amount or timing of our revenue, results of operations or cash flows.
Since 2025. the United
States has imposed significant new tariffs on nearly all products and components imported into the United States and could propose additional
tariffs or increases to those already in place.
On February 20, 2026,
the Supreme Court of the United States (the "U.S. Supreme Court") issued a decision invalidating certain tariffs imposed under the International
Emergency Economic Powers Act ("IEEPA"). The U.S. Supreme Court did not address refunds or remedies but instead remanded the matter to
the Court of International Trade to address remedies. In response, the President issued an executive order rescinding the IEEPA tariffs
and directing agencies to take measures to cease collection of the tariffs. However, a presidential proclamation was issued imposing a
tariff surcharge of at least 10% under the balance of payments provision in Section 122 of the Trade Act of 1974 on all imports with certain
exceptions. The tariffs under this statute went into effect on February 24, 2026, and will remain in effect for 150 days. The ultimate
impact of these newly enacted and potential future tariffs or other restrictions on international trade will depend on various factors,
including the ultimate level of tariffs, the duration such tariffs remain in place, and how other countries respond to U.S. tariffs. Due
to broad uncertainty regarding the timing, content and extent of any regulatory changes in the United States or abroad, we cannot predict
the impact, if any, that these changes could have to our business, financial condition and results of operations. Moreover, the elimination
of IEEPA tariffs does not eliminate our tariff exposure, as tariffs imposed under Section 122 of the Trade Act of 1974, existing tariffs
under other statutory authorities, and potential new or expanded tariffs may continue to increase our cost of revenue and contribute to
supply chain challenges, cost volatility, and broader economic uncertainty.
We have relocated our
contract manufacturing to the United States, where we manufacture the vast bulk of our products. We continue to manufacture a minor portion
of our products in Israel, at our Sella 1 facility. Certain components and subcomponents necessary for our products are currently required
to be imported from outside the U.S. It is unknown whether and to what extent these tariffs will remain in place or if other new laws
or regulations will be adopted. In addition, retaliatory tariffs may be imposed on products exported from the United States to other countries
in which we sell our products. Due to broad uncertainty regarding the breadth, timing and extent of any regulatory changes related to
trade, in the United States or abroad, we cannot predict the impact, if any, that these changes could have to our business, financial
condition, ability to compete, and the results of operations.
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TECHNOLOGIES INC. | 2026 Form 10-Q | 21
In particular, it is
unknown what effect any such new tariffs or retaliatory actions will have on the solar industry and our customers. The resulting environment
of escalating trade tension, retaliatory trade tension, or other trade actions, restrictive measures, additional trade restrictions, or
barriers, if implemented on a broader range of products or components from outside the United States, or with respect to products shipped
from the United States, could harm our ability to obtain necessary product components or to sell our products at prices customers are
willing to pay, which could have a material adverse effect on our business, prospects, results of operations and cash flows.
Furthermore,
if the price of solar power systems in the United States increases, as well as the cost of manufacturing our products in the United States,
the use of solar power systems could become less economically feasible and could reduce our gross margins or reduce the demand of solar
power systems manufactured and sold, which in turn may decrease demand for our products. Additionally, existing or future tariffs could
negatively affect key partners, suppliers and manufacturers. Such outcomes could adversely affect the amount or timing of our revenue,
results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or
cause our customers to advance or delay their purchase of our products. It is difficult to predict what further trade-related actions
the U.S. and other governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable
to quickly and effectively react to such actions. As additional new tariffs, legislation and/or regulations are implemented, or if existing
trade agreements are renegotiated or if affected countries take retaliatory trade actions, such changes could have a material adverse
effect on our business, financial condition, results of operations or cash flows.
Disruption
to our business operations as a result of the evolving conflict in Israel and other conditions in Israel that affect our operations may
limit our ability to develop, produce and sell our products.
Our
headquarters and principal research and development center are located in Israel. As a result, political, economic, and military conditions
in Israel directly affect our business, operations, and workforce.
Israel
has been involved in a number of armed conflicts and has been the target of terrorist activity, including threats from Gaza, Iran, the
Houthi militants in Yemen, Hezbollah militants in Lebanon, Iranian militias in Syria, and others. Violence between Hamas and Israel intensified
on October 7, 2023, when the terrorist group launched an unprecedented attack on Israel. On October 8, 2023, the Israeli Government announced
that the Security Cabinet of the State of Israel approved a war situation in Israel. Since that time, and in connection with subsequent
regional hostilities, the ongoing state of war has disrupted and continues to disrupt our business operations.
In
addition, from November 2023 until October 2025, the Houthis, a rebel Shi’a group in Yemen, attacked international shipping lanes
in the Red Sea, forcing commercial vessels to redirect freight traffic away from the Bab al‑Mandab Strait and the Suez Canal and
take longer and costlier routes. If these attacks resume, continue, or intensify, shipping costs and energy prices may increase, which
could have an adverse impact on our business as well as on the global economy.
In
the second quarter of 2025, Israel and the Islamic Republic of Iran engaged in a 12‑day war, which subsequently stabilized due to
a brokered ceasefire. More recently, during March and April 2026, Israel was again engaged in direct military conflict with Iran and in
significant hostilities with Hezbollah in Lebanon. Although hostilities have since moderated, it is unknown whether any ceasefires or
periods of relative calm will endure, or whether conflicts involving Gaza, Lebanon, Iran, Yemen, or other parts of the region may reemerge
or escalate in the future.
Because our headquarters
and a substantial portion of our workforce are based in Israel, these conflicts have impacted, and may continue to impact, the availability
of our workforce. Some of our employees, executive officers, and directors residing in Israel are obligated to perform reserve duty in
the Israeli military and are subject to being called to active duty under emergency circumstances. In the year ended December 31, 2025,
approximately 279 employees, or 13% of our workforce in Israel, and in the first quarter of 2026, approximately 162 employees, or 6.8%,
were called to active reserve duty for varying periods, which adversely affected workforce availability. Additional employees may be called
to reserve duty in the future.
Any
future armed conflict, political instability, or violence in Israel or the surrounding region may impair our ability to manage our business
effectively, operate our manufacturing plant in northern Israel, conduct research and development activities, or otherwise carry out our
operations. In the event of a significant escalation of existing hostilities or the outbreak of additional conflicts, we may be forced
to cease or significantly curtail operations, which could delay the distribution and sale of our products.
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TECHNOLOGIES INC. | 2026 Form 10-Q | 22
The
majority of our key employees and officers are residents of Israel. If any of our offices or facilities in Israel were damaged, destroyed,
or rendered inoperable as a result of war, hostile actions, terrorist attacks, earthquakes, fire, floods, storms, power outages, employee
malfeasance, or other natural or man‑made events, our ability to conduct research and development, manufacture products, and operate
our business could be materially adversely affected. Any resulting delay in the achievement of our development or commercialization objectives
could harm our business, prospects, financial results, and reputation.
In addition, several
countries, principally in the Middle East, restrict business dealings with Israeli companies, and other countries or groups may impose
similar restrictions if hostilities or regional political instability persist or intensify. If instability in neighboring states results
in the establishment of fundamentalist Islamic regimes or governments more hostile to Israel, it could be subject to additional political,
economic, or military constraints, which could materially adversely affect our operations and our ability to sell products in the region.
Any interruption or curtailment
of trade between Israel and its current trading partners, or a significant downturn in Israel’s economic or financial condition,
could have a material adverse effect on our business, financial condition, and results of operations. Since the start of the war with
Hamas, we have become aware of pressure being placed on some of our customers not to engage in business with us due to our affiliation
with Israel. In addition, adverse developments in foreign policy toward Israel could negatively impact our ability to do business with
suppliers and customers, which could, in turn, harm our reputation, results of operations, or financial condition.
While our offices and
facilities worldwide, including in Israel, remain open and, to date, we have not experienced material disruptions to our ability to manufacture
and deliver products and services to customers, any reemergence or escalation of conflicts in Israel or the surrounding region could materially
adversely affect our business, financial condition, and results of operations
Additionally,
in 2023, the Israeli government announced plans to significantly reduce the Israeli Supreme Court's judicial oversight, including reducing
its ability to strike down legislation that it deems unreasonable, and plans to increase political influence over the selection of judges.
Although the Israeli Supreme Court partially struck down these plans, the current government has vowed to make other changes to law that
limit the powers of the Supreme Court. If such government plans are eventually enacted, they may cause operational challenges for us since
we are headquartered in Israel and many of our employees are located in Israel.
We
rely on distributors and large installers to assist in selling our products, and the failure of these customers to perform as expected
could reduce our future revenues.
Our
customers’ decisions to purchase our products are influenced by several factors outside of our control. The agreements we have with
some of our largest customers do not have long-term purchase commitments and are generally cancellable by either party after a relatively
short notice period. The loss of, or events affecting, one or more of these customers could have a material adverse effect on our business,
financial condition, and results of operations.
In
addition, we do not have exclusive arrangements with our third-party distributors and large installers, many of which also market and
sell products from our competitors. These distributors and large installers may terminate their relationships with us at any time and
with little or no notice. Further, these distributors and large installers may fail to devote resources necessary to sell our products
at the prices, in the volumes, and within the timeframes that we expect, or may focus their marketing and sales efforts on products of
our competitors. Termination of agreements with current distributors or large installers, failure by these distributors or large installers
to perform as expected, or failure by us to cultivate new distributor or large installer relationships, could hinder our ability to expand
our operations and could negatively impact our revenue and results of operations.
In recent years, with
a downturn of the renewable energy demand, some players in the market have announced exiting the solar market and others have shown signs
of financial distress. For example, in November 2025, Posigen, Inc., a customer of ours, announced that it filed for Chapter 11 bankruptcy
in the Southern District of Texas, and, in April 2026, Freedom Forever LLC, another customer of ours, announced that it filed for Chapter
11 bankruptcy in Delaware. Some of our customers and some installers who purchase our products from distributors have shown signs of financial
distress and some have requested and received extended payment terms or loans from us. Certain receivables related to previously
identified customer defaults, have been written off in 2025, and others, such as receivables from Freedom Forever, have not been recognized,
and therefore, are not expected to materially affect our current financial results. However, an additional doubtful debt was recognized
by the Company in the first quarter of 2026, and there can be no assurance that additional customer failures or payment defaults will
not occur. If additional customers, installers and distributors become insolvent or financially distressed, or if some of their
customers fail to pay our distributors for products sold by such distributors, we may need to write off additional amounts, which may
cause a material adverse effect to our business, financial condition, results of operations and cash flows.
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TECHNOLOGIES INC. | 2026 Form 10-Q | 23
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None
ITEM 3.
Defaults upon Senior Securities.
None
ITEM 4.
Mine Safety Disclosures
Not
applicable.
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