Item 1. Legal Proceedings
ITEM
1. LEGAL PROCEEDINGS.
On
June 22, 2026, Moringa sponsor, which is controlled by our former director, Ilan Levin, filed a complaint in the Tel Aviv-Jaffa District
Court against the Company, also naming our Chairman and Chief Executive Officer (Ilan Hadar) and our Chief Financial Officer (Mirit Horenshtein
Hadar) as defendants. The complaint alleges that we had not properly converted outstanding amounts under the A&R Sponsor Promissory
Note into ordinary shares, and alternatively demands repayment in full of the $3.433 million original principal amount of the note, plus
damages.
We
believe that the allegations and claims asserted in the complaint are baseless and without merit. We believe that we had correctly and
validly effected the disputed conversions of amounts due under the A&R Sponsor Promissory Note into ordinary shares, in strict compliance
with the substantive and procedural requirements of the note, and refute all arguments made by the Moringa Sponsor to the contrary. We
intend to defend ourselves vigorously against this claim and are in the process of preparing our statement of defense in the matter.
Furthermore,
we are considering filing a counterclaim against Moringa Sponsor and Mr. Levin personally for the damages that the Company has sustained
as a result of their actions against us in their attempt to accelerate the maturity of the note in order to avoid its conversion.
ITEM
1A. RISK FACTORS.
Factors
that could cause our actual results to differ materially from our expectations, as described in this quarterly report, include the risk
factors described in “ Part I, Item 1.A Risk Factors ” section of the 2025 annual report.
As of the date of this quarterly report, there have been no material changes to those risk factors.
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