10q10k10q10k.net

What changed in Eco Wave Power Global AB (publ)'s 20-F — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Eco Wave Power Global AB (publ)'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+342 added−284 removedSource: 20-F (2026-03-12) vs 20-F (2025-03-03)

Top changes in Eco Wave Power Global AB (publ)'s 2025 20-F

342 paragraphs added · 284 removed · 226 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

45 edited+30 added−16 removed379 unchanged
Biggest changeWe will remain an emerging growth company for up to five years, or until the earliest of: (i) the last day of our fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.
Biggest changeWe will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of our initial public offering in the United States, (b) in which we have total annual gross revenues of at least $1.235 billion or (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ADSs that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
In addition, subsequent rules implemented by the SEC and the Nasdaq Stock Market may also impose various additional requirements on public companies. As a result, we will incur additional legal, accounting and other expenses that we did not incur as a nonpublic company, particularly after we are no longer an “emerging growth company” as defined in the JOBS Act.
In addition, subsequent rules implemented by the SEC and the Nasdaq Stock Market may also impose various additional requirements on public companies. As a result, we incur additional legal, accounting and other expenses that we did not incur as a nonpublic company, particularly after we are no longer an “emerging growth company” as defined in the JOBS Act.
Furthermore, in 2021, we won a grant of EUR 178,500 (approximately $186,000) from the European Commission in the EU Horizon 2020 Research and Innovation Programme as part of the ILIAD consortium for our participation in a three years program consortium of 56 partners from 18 countries in Europe, the Middle East and North Africa to combine high-resolution modelling with real-time sensing of ocean parameters, advanced algorithms for forecasting of spatio-temporal events and pattern recognition.
Furthermore, in 2021, we won a grant of EUR 178,500 (approximately $210,000) from the European Commission in the EU Horizon 2020 Research and Innovation Programme as part of the ILIAD consortium for our participation in a three years program consortium of 56 partners from 18 countries in Europe, the Middle East and North Africa to combine high-resolution modelling with real-time sensing of ocean parameters, advanced algorithms for forecasting of spatio-temporal events and pattern recognition.
“Business — Our Proprietary WEC Technology — Project Pipeline — Mexico” for additional information) and have pipeline projects and potential projects in other countries, including, but not limited to, Israel, Portugal, Taiwan, the U.S., and others.
“Business — Our Proprietary WEC Technology — Project Pipeline — Mexico” for additional information) and have pipeline projects and potential projects in other countries, including, but not limited to, Israel, India, Portugal, Taiwan, the U.S., and others.
Our collaborators may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us. For example, we collaborate strategically with Siemens AG, or Siemens, in the EDF EWP One project.
Our collaborators may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us. 14 For example, we collaborate strategically with Siemens AG, or Siemens, in the EDF EWP One project.
We maintain significant international operations, including operations in the U.S., Taiwan, Sweden, Israel, Portugal, and Mexico (we are not currently actively working on advancing operations in Mexico, Gibraltar, Australia and China see Item. 4.B.
We maintain international operations, including operations in the U.S., Taiwan, Sweden, Israel, Portugal, and Mexico (we are not currently actively working on advancing operations in Mexico, Gibraltar, Australia and China see Item. 4.B.
Our project to build a 100 kilowatt (or 0.1 megawatt) installed capacity pilot station to create electricity from waves in Jaffa Port, Israel has been financed in part through a royalty-bearing grant in the aggregate amount of up to NIS 492,000 ($135,000) that we have received from the Israeli Ministry of Energy pursuant to a financing agreement.
Our project to build a 100 kilowatt (or 0.1 megawatt) installed capacity pilot station to create electricity from waves in Jaffa Port, Israel has been financed in part through a royalty-bearing grant in the aggregate amount of up to NIS 492,000 ($154,000) that we have received from the Israeli Ministry of Energy pursuant to a financing agreement.
In 2022, we received an Interreg Atlantic Area, European Regional Development Fund, or ERDF, grant approval called “Ports Towards Energy Self Sufficiency” that was approved for a research project in Porto, led by the University of Porto, on November 24, 2022. The grant amount is EUR 25,262.50 (approximately $26,000).
In 2022, we received an Interreg Atlantic Area, European Regional Development Fund, or ERDF, grant approval called “Ports Towards Energy Self Sufficiency” that was approved for a research project in Porto, led by the University of Porto, on November 24, 2022. The grant amount is EUR 25,262.50 (approximately $30,000).
The virtual representations will consist of several real-time to near-real-time digital replicas of the ocean. As part of this consortium, we expect to play a role to aid with pilot applications related to wave energy. In 2022, we received EUR 86,000 (approximately $90,000) as an advanced payment on account of this program.
The virtual representations will consist of several real-time to near-real-time digital replicas of the ocean. As part of this consortium, we expect to play a role to aid with pilot applications related to wave energy. In 2022, we received EUR 86,000 (approximately $101,000) as an advanced payment on account of this program.
In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. We do not expect that we will be treated as a PFIC for 2024.
In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. We do not expect that we will be treated as a PFIC for 2025.
We have several ongoing projects that are not based on comprehensive definitive written agreements but rather on letters of intent, memoranda of understanding, and other similar arrangements where both parties have expressed a mutual interest to cooperate; however, certain final definitive terms may not have been addressed in such arrangements.
We have several ongoing projects that are not based on comprehensive definitive written agreements but rather on letters of intent, memorandum of understanding, and other similar arrangements where both parties have expressed a mutual interest to cooperate; however, certain final definitive terms may not have been addressed in such arrangements.
On October 28, 2021, we were awarded a grant of GBP 103,993 (approximately $131,000) from Innovate UK for Eco Wave Power Gibraltar to research and conduct feasibility studies for sea wave energy powered microgrids for remote islands and rural coastlines.
On October 28, 2021, we were awarded a grant of GBP 103,993 (approximately $140,000) from Innovate UK for Eco Wave Power Gibraltar to research and conduct feasibility studies for sea wave energy powered microgrids for remote islands and rural coastlines.
The terms of the grant require us to contribute GBP 136,950 (approximately $172,000) in the years 2024-2026 to this activity and to comply with various reporting requirements and meet certain project milestones in order for grand funding to be sustained.
The terms of the grant require us to contribute GBP 136,950 (approximately $185,000) in the years 2024-2026 to this activity and to comply with various reporting requirements and meet certain project milestones in order for grand funding to be sustained.
If we violate our obligations under the financing agreement, the Israeli Ministry of Energy has the right to redeem our bank guarantee and/or demand the return of the investments we have already received at the time of the violation. As of December 31, 2024, our bank guarantee has ceased.
If we violate our obligations under the financing agreement, the Israeli Ministry of Energy has the right to redeem our bank guarantee and/or demand the return of the investments we have already received at the time of the violation. As of December 31, 2025, our bank guarantee has ceased.
In 2023, we received a grant approval of GBP 456,500 (approximately $575,000) as part of a consortium led by Toshiba (U.K.) and Aquatera Ltd. to design a pilot microgrid project for a remote island in Thailand.
In 2023, we received a grant approval of GBP 456,500 (approximately $616,000) as part of a consortium led by Toshiba (U.K.) and Aquatera Ltd. to design a pilot microgrid project for a remote island in Thailand.
The terms of the grant require us to contribute GBP 44,569 (approximately $56,000) towards these activities in order to receive grant funding, and we have contributed the amounts in full during the grant term.
The terms of the grant require us to contribute GBP 44,569 (approximately $60,000) towards these activities in order to receive grant funding, and we have contributed the amounts in full during the grant term.
The grant is part of Innovate UK’s Energy Catalyst program Round 10, which supports businesses and organizations develop marked-focused technologies that provide clean, affordable and accessible energy.
The grant is part of Innovate UK’s Energy Catalyst program Round 10, which supports businesses and organizations develop market-focused technologies that provide clean, affordable and accessible energy.
In addition, we provided a guarantee in the amount of NIS 36,900 (approximately $10,000), or 7.5% of the total amount of the grant, regarding our obligations under the grant.
In addition, we provided a guarantee in the amount of NIS 36,900 (approximately $12,000), or 7.5% of the total amount of the grant, regarding our obligations under the grant.
In 2023, we received EUR 32,713 (approximately $34,000) as a first interim payment for the first year of the program and in 2024 we received EUR 32,737 (approximately $34,000) as a second interim payment for the second year of the program.
In 2023, we received EUR 32,713 (approximately $38,000) as a first interim payment for the first year of the program and in 2024 we received EUR 32,737 (approximately $38,000) as a second interim payment for the second year of the program.
Also, reduced spending by governmental agencies may increase competition within our industry, which may directly affect future revenue and profits, if any. Certain states such as California and New Jersey have passed into legislation certain bills concerning the viability of wave energy.
Also, reduced spending by governmental agencies may increase competition within our industry, which may directly affect future revenue and profits, if any. Certain states such as California and New Jersey are working on legislation or have passed into legislation certain bills concerning the viability of wave energy.
The results of such research and development can be unforeseen and undesirable and therefore our forecasted costs related to such research and development are associated with great uncertainty. Our research and development expenses were $0.54 million and $0.51 million in our fiscal years ended December 31, 2024 and 2023, respectively.
The results of such research and development can be unforeseen and undesirable and therefore our forecasted costs related to such research and development are associated with great uncertainty. Our research and development expenses were $0.73 million and $0.54 million in our fiscal years ended December 31, 2025 and 2024, respectively.
The terms of the grant require us to contribute EUR 7,578 (approximately $7,800) to this activity. In 2024, we received EUR 17,886 (approximately $19,000). In 2023, we received a GREENinMED grant, provided by the European Union, under the ENI CBC Mediterranean Sea Basin Programme.
The terms of the grant require us to contribute EUR 7,578 (approximately $9,000) to this activity. In 2024, we received EUR 17,886 (approximately $21,000). In 2023, we received a GREENinMED grant, provided by the European Union, under the ENI CBC Mediterranean Sea Basin Programme.
Our principal targeted markets include the overall energy sector, engineering, manufacturing and industry, defense and security, science and research, ports, islands, micro-grid, coastal cities and countries. In our targeted markets, which are highly competitive, we compete against incumbent power solutions already being utilized by our customers and potential customers.
Our principal targeted markets include the overall energy sector, engineering, manufacturing and industry, defense and security, science and research, ports, islands, micro-grid, coastal cities and countries powering artificial intelligence (“AI”) and data centers. In our targeted markets, which are highly competitive, we compete against incumbent power solutions already being utilized by our customers and potential customers.
Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval. As of February 26, 2025, our executive officers, directors and principal shareholders who own more than 5% of our outstanding Common Shares, in the aggregate, beneficially own shares representing approximately 49.93% of our share capital.
Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval. As of March 8, 2026, our executive officers, directors and principal shareholders who own more than 5% of our outstanding Common Shares, in the aggregate, beneficially own shares representing approximately 49.86% of our share capital.
In 2022 and 2023, Eco Wave Power Gibraltar received GBP 71,000 (approximately $89,000) and GBP 33,000 (approximately $42,000) respectively from Innovate UK.
In 2022 and 2023, Eco Wave Power Gibraltar received GBP 71,000 (approximately $96,000) and GBP 33,000 (approximately $44,000) respectively from Innovate UK.
The longest continuous in-sea deployment of our WEC technology was the use of our pilot WEC technology in the Jaffa Port over a six-year period from 2014 to 2020 and in Gibraltar from 2016 to March 2022.
The longest continuous in-sea deployment of our WEC technology was the use of our pilot WEC technology in the Jaffa Port over a six-year period from 2014 to 2020, and on a larger-scale from 2023 until this date, and in Gibraltar from 2016 to March 2022.
We have a history of operating losses and may not achieve or maintain profitability and positive cash flow. We have a history of operating losses and incurred net losses of $2.11 million and $1.87 million in our fiscal years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $15.1 million.
We have a history of operating losses and may not achieve or maintain profitability and positive cash flow. We have a history of operating losses and incurred net losses of $3.7 million and $2.11 million in our fiscal years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $18.76 million.
Pursuant to our agreement with EDF Renewables IL, we and EDF Renewables IL have funded the development of our Jaffa Port project by EDF EWP One, in a ratio corresponding to the respective ownership in the joint venture, which is currently owned by the parties in equal parts.
(formerly known by the name EDF Renewables IL) have funded the development of our Jaffa Port project by EDF EWP One, in a ratio corresponding to the respective ownership in the joint venture, which is currently owned by the parties in equal parts.
It is our goal to fund the majority of our research and development expenses through grants and/or cost sharing obligations under some of our customer contracts or joint venture agreements over the next several years with sources of external funding, and although we have received governmental grants, for example, from the Israeli Ministry of Energy, and we entered into a joint venture with EDF Renewables IL, we may not be able to secure any such funding or enter into such an arrangement in the future.
It is our goal to fund the majority of our research and development expenses through grants and/or cost sharing obligations under some of our customer contracts or joint venture agreements over the next several years with sources of external funding, and although we have received governmental grants, for example, from the Israeli Ministry of Energy, and we entered into a joint venture with EDF power solutions Israel Ltd.
In addition, strategic relationships may not be successful, and we may be unable to sell and market our products to these companies, their affiliates and customers in the future, or growth opportunities may not materialize.
In addition, strategic relationships may not be successful, and we may be unable to sell and market our products to these companies, their affiliates and customers in the future, or growth opportunities may not materialize. Any of which could adversely affect our business, financial condition and results of operations.
Our collaborators may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to our research activities related to our collaborative agreements with them.
We cannot control the amount and timing of our collaborators’ resources that will be devoted to our research activities related to our collaborative agreements with them.
In addition, if the cost associated with these development efforts exceeds our projections, our results of operations could be materially and adversely affected. 15 In addition, competition may arise from other companies selling similar products, developing different products that produce energy more efficiently than our products, or making improvements to traditional energy-producing methods or technologies, any of which could make our products less attractive or render them obsolete.
In addition, competition may arise from other companies selling similar products, developing different products that produce energy more efficiently than our products, or making improvements to traditional energy-producing methods or technologies, any of which could make our products less attractive or render them obsolete.
We have entered into cooperation agreements with a number of partners and pursuant to our agreements with these partners, such as the Israeli Ministry of Energy and EDF Renewables IL, certain intellectual property developed by us and the relevant partner may be subject to joint ownership by us and the partner and our commercial use of such intellectual property may be restricted, or may require written consent from, or a separate agreement with, the partner.
(formerly known by the name EDF Renewables IL), certain intellectual property developed by us and the relevant partner may be subject to joint ownership by us and the partner and our commercial use of such intellectual property may be restricted, or may require written consent from, or a separate agreement with, the partner.
In addition, the majority of our key employees and officers are residents of Israel.
Our executive office and one of our research and development facilities are located in Israel. In addition, the majority of our key employees and officers are residents of Israel.
As of December 31, 2024, our cash, cash equivalents and short term bank deposits were $9.3 million, of which $7.8 million was in cash and cash equivalents and $1.5 million in short term bank deposits.
As of December 31, 2025, our cash, cash equivalents and short term bank deposits were $6.3 million, of which $6 million was in cash and cash equivalents and $0.3 million in restricted short term bank deposits.
Their absences for an extended period of time may cause certain delays to our operations in Israel which, in turn, may materially and adversely affect our business, prospects, financial condition and results of operations. Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts, divestment and sanctions from state and non-state actors.
Their absences for an extended period of time may cause certain delays to our operations in Israel which, in turn, may materially and adversely affect our business, prospects, financial condition and results of operations.
The growth of our business will also be dependent on the tax and regulatory regimes generally and as they relate in particular to our investments in our WEC technology and power stations.
We have operations in several countries that have incentives and regulatory policies which are beneficial for renewable energy generation assets. The growth of our business will also be dependent on the tax and regulatory regimes generally and as they relate in particular to our investments in our WEC technology and power stations.
Any of these factors may adversely affect the Company’s financial condition or results of operations. Laws, governmental regulations and policies supporting renewable energy (including tax incentives), could change at any time, including as a result of new political leadership, and such changes may materially adversely affect our business and our growth strategy.
Laws, governmental regulations and policies supporting renewable energy (including tax incentives), could change at any time, including as a result of new political leadership, and such changes may materially adversely affect our business and our growth strategy. Renewable energy generation assets currently benefit from, or are affected by, various federal, state and local governmental incentives and regulatory policies.
In 2024, we received GBP 36,715 (approximately $46,000) from Innovate UK’s Energy Catalyst program Round 10 as a first interim payment of the program as well as EUR 17,886 (approximately $19,000) from ERDF (Ports Towards Energy Self-Sufficiency program). 22 We received a grant from the Israel Ministry of Energy for certain of our research and development activities.
In 2025 and in 2024, we received GBP 149,443 (approximately $195,000) and GBP 36,715 (approximately $50,000), respectively, from Innovate UK’s Energy Catalyst program Round 10. 22 We received a grant from the Israel Ministry of Energy for certain of our research and development activities.
If we experience delays in achieving our development objectives, or if we are unable to manufacture products within a timeframe that meets our prospective customers’ expectations, our business, prospects, financial results and reputation could be harmed. Political, economic and military conditions in Israel may directly affect our business.
If we experience delays in achieving our development objectives, or if we are unable to manufacture products within a timeframe that meets our prospective customers’ expectations, our business, prospects, financial results and reputation could be harmed. 20 On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from Gaza and conducted a series of attacks on civilian and military targets.
Any of which could adversely affect our business, financial condition and results of operations. 14 In addition, these agreements generally cause us to be somewhat dependent upon the subsequent success of these other parties in performing their respective responsibilities and the cooperation of our partners.
In addition, these agreements generally cause us to be somewhat dependent upon the subsequent success of these other parties in performing their respective responsibilities and the cooperation of our partners. Our collaborators may not cooperate with us or perform their obligations under our agreements with them.
The Trump administration has proposed the implementation of a number of tariffs, including those on imports from the European Union, as of March 2025, which could significantly increase the cost of components sourced from those countries. If these tariffs are implemented, we may, as a result, need to obtain components from other sources or third parties.
Through third parties, we purchase certain components of our WEC technology from European countries, and from the U.S and Israel and other countries. The Trump administration has implemented a number of tariffs, including those on imports from the European Union, which could significantly increase the cost of components sourced from those countries.
If these anticorruption laws or our internal policies were to be violated, our reputation and operations could also be substantially harmed.
If these anticorruption laws or our internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
While our employees and agents are required to comply with these laws, our internal policies and procedures may not always prevent violations. Such matters or allegations related to such matters could adversely affect our reputation and the burden and cost associated with defending or resolving such matters could adversely affect our business, prospects, financial condition or results of operations.
Such matters or allegations related to such matters could adversely affect our reputation and the burden and cost associated with defending or resolving such matters could adversely affect our business, prospects, financial condition or results of operations. 8 Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations.
Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 8 Compliance with multiple, and potentially conflicting, international laws and regulations, including anticorruption laws and exchange controls may be difficult, burdensome or expensive.
Compliance with multiple, and potentially conflicting, international laws and regulations, including anticorruption laws and exchange controls may be difficult, burdensome or expensive. While our employees and agents are required to comply with these laws, our internal policies and procedures may not always prevent violations.
Removed
Potential tariffs could adversely affect the Company’s business and financial results. Through third parties, we purchase certain components of our WEC technology from European countries, and from the U.S and Israel.
Added
We have entered into cooperation agreements with a number of partners and pursuant to our agreements with these partners, such as the Israeli Ministry of Energy and EDF power solutions Israel Ltd.
Removed
Renewable energy generation assets currently benefit from, or are affected by, various federal, state and local governmental incentives and regulatory policies. We have operations in several countries that have incentives and regulatory policies which are beneficial for renewable energy generation assets.
Added
While, to date, we have not experienced any material effect on our business we may, as a result, need to obtain components from other sources or third parties.
Removed
Our headquarters and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel , including the multi-front war Israel is facing. Our executive office and one of our research and development facilities are located in Israel.
Added
For example, the tariffs imposed by the U.S. administration in early April 2025 (Liberation Day), and the countermeasures taken by the EU and other countries since, significantly increased the level of geopolitical and macroeconomic uncertainty.
Removed
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and groups in its neighboring countries, Hamas (an Islamist militia and political group that has historically controlled the Gaza Strip) and Hezbollah (an Islamist militia and political group based in Lebanon).
Added
Although on July 27, 2025, the United States and the EU announced a trade deal, subject to which all goods imported from the EU to the United States are subject to at least 15% U.S. tariffs, the rapidly changing global trade environment has introduced a significant amount of uncertainty and potential disruption.
Removed
Any hostilities involving Israel, terrorist activities, political instability or violence in the region could adversely affect our business, results of operations and the market price of our securities. 20 On October 7, 2023, Hamas terrorists infiltrated Israel’s border with the Gaza Strip and conducted a series of attacks on civilian and military targets.
Added
Any such changes in legislation and government policy may have a material adverse effect on our business, including the imposition of tariffs on certain materials which could increase our product costs.
Removed
Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign commenced in the Gaza Strip. As of February 26, 2025, there is a ceasefire between Hamas and Israel. Other regional hostilities, since October 7, 2023, concurrently became more pronounced. This included a northern front war between Israel and Hezbollah.
Added
Delays in regulatory approvals or expiring licensing deadlines may adversely affect our ability to complete projects and could result in the loss or modification of permits or concessions. Our wave energy projects are subject to multiple regulatory approvals, licensing deadlines, and operational certification requirements issued by national and local authorities.
Removed
As of February 26, 2025 the ceasefire between Israel and Lebanon is still in effect. It has also included hostilities between Israel and Iran, which included Iranian strikes against Israel in April 2024 and October 2024 and subsequent retaliation by Israel to both instances, and a continued conflict between Israel and the Houthi Movement in Yemen.
Added
In certain jurisdictions, legislation establishes specific timeframes within which construction must commence or be completed, and within which operators must apply for operational certification following construction. Failure to meet such deadlines may result in the expiration of permits, the need to obtain extensions, or the requirement to seek new approvals.
Removed
The intensity and duration of the multi-front conflict are difficult to predict, as are such conflict’s implications on our business and operations and implications on Israel’s economy in general.
Added
For example, in connection with our planned wave energy project in Portugal, the applicable licensing framework issued by the Portuguese Directorate-General for Energy and Geology (DGEG) currently requires that an application for an operation certificate be submitted by September 17, 2026 following project construction.
Removed
While none of our facilities or infrastructure have been damaged nor have our supply chains been impacted since the current multi-front conflict started, the import and export of goods may experience disruptions in and out of Israel as a result of such conflict.
Added
While there is a possibility to extend this deadline until January 31, 2027, any further extension may require ministerial approval and may only be granted in exceptional circumstances upon a duly substantiated request. Accordingly, there can be no assurance that any additional extension would be granted.
Removed
Any potential negative effect on Israel’s economy, as a direct and indirect result of the conflict, may have a material adverse effect on us and our ability to effectively conduct our operations. Further, our operations could be disrupted by the obligations of our employees to perform military service.
Added
In addition, delays in obtaining approvals or authorizations from port authorities or other governmental bodies may affect our ability to commence construction within the required timeframes. If such delays occur, even when not attributable to us, we may be required to request extensions or modifications to applicable permits, concessions, or licensing deadlines.
Removed
As of February 26, 2025, we had 11 full-time employees and several key subcontractors based in Israel.
Added
There can be no assurance that such requests would be granted, and failure to obtain the necessary extensions could delay, materially alter, or prevent the development of certain projects.
Removed
Several countries, principally in the Middle East, restrict doing business with Israel and companies located in Israel. These restrictive laws and policies could expand in number and scope whether as a result of the current multi-front conflict or otherwise and may have an adverse impact on our operating results, financial condition and expansion of our business.
Added
In addition, if the cost associated with these development efforts exceeds our projections, our results of operations could be materially and adversely affected. AI Infrastructure Energy Demand The global expansion of artificial intelligence computing infrastructure, including large-scale data centers supporting high-performance computing and GPU-based workloads, is expected to significantly increase global electricity demand in the coming years.
Removed
As a result, our relationships with customers or potential customers located in jurisdictions that restrict doing business with Israel, or that may reduce diplomatic relations with Israel, may potentially be impaired and any current projects with such counterparties may be delayed, paused, or rescinded.
Added
Industry analysts and major technology companies have publicly indicated that AI training clusters and next-generation data centers require substantially higher energy capacity compared to traditional computing infrastructure. As a result, technology companies and data center operators are increasingly seeking access to reliable and sustainable energy sources to support this growth.
Removed
An interruption or curtailment of trade between Israel and its trading partners could adversely affect our business, results of operations and the market price of our securities. The Israeli government has pursued extensive changes to Israel’s judicial system.
Added
The Company believes that wave energy, due to its predictable generation profile and ability to operate in coastal environments near major population centers, may provide a complementary renewable energy solution for certain coastal data infrastructure deployments. 15 Accordingly, the Company intends to explore opportunities to position its wave energy technology as a potential renewable power source supporting the growing energy needs of the artificial intelligence sector.
Removed
In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel due in part to the reluctance of foreign investors to invest or transact business in Israel, increased volatility in foreign exchange rates involving the Israeli new shekel, downgrades in the credit rating of Israel, increased volatility in securities markets, and other changes in macroeconomic conditions.
Added
These initiatives may include technological collaborations, data-driven optimization tools such as WaveGPT, and the evaluation of wave energy installations near coastal data infrastructure where appropriate. There can be no assurance that the Company will successfully enter this market or that demand from the artificial intelligence sector will translate into commercial opportunities for the Company.
Removed
To the extent that any reaction to judicial reform affect the Israeli economy, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors. 21 We received grants from various government agencies for certain activities.
Added
(formerly known by the name EDF Renewables IL), we may not be able to secure any such funding or enter into such an arrangement in the future. Pursuant to our agreement with EDF power solutions Israel Ltd. (formerly known by the name EDF Renewables IL), we and EDF power solutions Israel Ltd.
Added
Political, economic and military instability in Israel or the Middle East may adversely affect our business. Our Israeli subsidiary, Eco Wave Power Ltd. is incorporated under the laws of Israel, where we also maintain our headquarters.
Added
A significant portion of our research and development activities and other significant operations are located in Israel, and all of our officers and directors are residents of Israel. As a result, political, economic and military conditions in Israel or the Middle East could directly impact our business, financial condition and results of operations.
Added
In response, Israel’s security cabinet declared war against Hamas, and later against Hezbollah (the “Israel-Hamas-Hezbollah war”).

… 11 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

80 edited+58 added−33 removed142 unchanged
Biggest changeOur growth strategy is currently focused on: ● keeping the EWP EDF One project operational for research and development, in collaboration with EDF Renewables IL, a subsidiary of the French multinational electric utility company EDF, which is our second grid connected project, and, as such, we believe reinforces our position as a leading wave energy developer; ● producing the floaters mechanisms and installing our first pilot project in the U.S. at AltaSea’s premises in the Port of Los Angeles; ● moving more projects from the “project pipeline” stage into the “ready-to-build” stage and moving forward with our newest projects in Taiwan and India (which are meant to serve as our first turnkey projects, enhancing our revenue stream, as well as our penetration strategy for new markets); 35 ● adding more pilot turnkey projects to our projects pipeline, as a means of penetration to new markets, whereby we would sell the conversion units to local partners, who would in turn secure the land, licenses and funding for such projects, thereby collecting data to enhance our technology, and potentially creating the conditions for a regulatory framework; ● finalizing the licensing and construction of the first megawatt of the Portugal power station, the purpose of which is to demonstrate that wave energy can generate significant energy amounts and in commercial scale (of 20MW and above) to generate significant revenue, and potentially allow us to become profitable; and ● upon successfully executing our first one megawatt scale project, we may pursue additional financing, which may include equity or debt financing deal(s), which we believe would enable us to construct and operate multiple revenue yielding assets in parallel, which we believe will then facilitate significant growth of our Company.
Biggest changeOur growth strategy is currently focused on: ● keeping the EWP EDF One project operational for research and development, in collaboration with EDF power solutions Israel Ltd.(formerly known by the name EDF Renewables IL), a subsidiary of the French multinational electric utility company EDF, which is our second grid connected project, and, as such, we believe reinforces our position as a leading wave energy developer; ● monitoring our first pilot project in the U.S. in the Port of Los Angeles, which is designed to serve as an educational and showcase platform for officials, industry stakeholders, and potential partners, and build the foundation for future, larger-scale, grid-connected wave energy projects; ● moving more projects from the “project pipeline” stage into the “ready-to-build” stage and moving forward with our newest projects in Taiwan and India (which are meant to serve as our first turnkey projects, enhancing our revenue stream, as well as our penetration strategy for new markets); ● adding more pilot turnkey projects to our projects pipeline, as a means of penetration to new markets, whereby we would sell the conversion units to local partners, who would in turn secure the land, licenses and funding for such projects, thereby collecting data to enhance our technology, and potentially creating the conditions for a regulatory framework; ● developing advanced monitoring, data analytics and artificial intelligence-based platforms, including WaveGPT, designed to enhance operational optimization, predictive maintenance, and performance analysis across our wave energy projects, while also exploring potential opportunities to support the increasing global energy demand driven by artificial intelligence and high-performance computing infrastructure; ● finalizing the licensing and construction of the first megawatt of the Portugal power station and any other sites, the purpose of which is to demonstrate that wave energy can generate significant energy amounts and in commercial scale (of 20MW and above) to generate significant revenue, and potentially allow us to become profitable; and 36 ● upon successfully executing our first one megawatt scale project, we may pursue additional financing, which may include equity or debt financing deal(s), which we believe would enable us to construct and operate multiple revenue yielding assets in parallel, which we believe will then facilitate significant growth of our Company.
Our corporate mission is to revolutionize energy production with our proprietary wave technology, and to become a leader in the renewable energy industry, which, according to an analysis by Frost & Sullivan, is expected to see $3.4 trillion in new investment in the next decade.
Our corporate mission is to revolutionize energy production with our proprietary wave technology, and to become a leader in the renewable energy industry, which, according to an analysis by Frost & Sullivan, is expected to see $3.4 trillion in new investment in the next decade.
Army Corps of Engineers for the project, issued under Nationwide Permit 52 for water-based renewable energy generation pilot projects which authorizes us to install eight wave energy floaters on the piles of an existing concrete wharf structure on the east side of Municipal Pier One In addition, in early October 2023, the Governor of California signed into law California Senate Bill 605, or SB 605, which, among other things, requires the California State Energy Resources Conservation and Development Commission to work with state and local agencies and other stakeholders to identify suitable sea space for offshore wave energy and tidal energy projects in California.
Army Corps of Engineers for the project, issued under Nationwide Permit 52 for water-based renewable energy generation pilot projects which authorizes us to install eight wave energy floaters on the piles of an existing concrete wharf structure on the east side of Municipal Pier One In addition, in early October 2023, the Governor of California signed into law California Senate Bill 605, or SB 605, which, among other things, requires the California State Energy Resources Conservation and Development Commission to work with state and local agencies and other stakeholders to identify suitable sea space for wave energy and tidal energy projects in California.
Source: https://waveenergyconversiontamu15.weebly.com/theory-of-wave-energy--availability.html 43 Competition The renewable energy industry is very competitive and characterized by rapidly advancing technologies with a strong emphasis on proprietary and cost-effective solutions that are environmentally friendly. We recognize that our competitive success will depend upon constant investments in innovative, pioneering technological solutions, while continuing to offer a cost-effective solution that is environmentally friendly.
Source: https://waveenergyconversiontamu15.weebly.com/theory-of-wave-energy--availability.html Competition The renewable energy industry is very competitive and characterized by rapidly advancing technologies with a strong emphasis on proprietary and cost-effective solutions that are environmentally friendly. We recognize that our competitive success will depend upon constant investments in innovative, pioneering technological solutions, while continuing to offer a cost-effective solution that is environmentally friendly.
These political efforts are a largely contributing factor to the increased demand in renewable energy, an energy source generated from natural processes that are constantly replenished, including sunlight, geothermal heat, water, wind, tides and various forms of biomass. Market growth for renewable energy has so far been somewhat restrained due to the high cost of investment.
These political efforts are a largely contributing factor to the increased demand in renewable energy, an energy source generated from natural processes that are constantly replenished, including sunlight, geothermal heat, water, wind, tides and various forms of biomass. 40 Market growth for renewable energy has so far been somewhat restrained due to the high cost of investment.
This model incurs a higher initial investment cost but, assuming successful implementation, is expected to give a long-term recurring revenue stream from the amount of electricity that we sell to the grid. ● Build, Own, Transfer (BOT). Under this arrangement, we would build the power station and then sell the power station.
This model incurs a higher initial investment cost but, assuming successful implementation, is expected to give a long-term recurring revenue stream from the amount of electricity that we sell to the grid. 41 ● Build, Own, Transfer (BOT). Under this arrangement, we would build the power station and then sell the power station.
The organizations that had to provide approvals as part of these process are the Israel electric company, the Israeli water company, Shefa (a part of the Tel Aviv municipality), Jaffa Port, Atarim and others. C. Organizational Structure. We conduct our operations through our wholly-owned subsidiary EWP Israel.
The organizations that had to provide approvals as part of these process are the Israel electric company, the Israeli water company, Shefa (a part of the Tel Aviv municipality), Jaffa Port, Atarim and others. C. Organizational Structure. We conduct our operations through our wholly-owned Israeli subsidiary EWP Ltd.
Our WEC technology, first wave-pool tested in Kiev in 2011, employs units of point absorber floating devices, referred to as floaters, which are installed on existing marine structures such as (but not limited to) piers, breakwaters and jetties, or in locations in which such marine structures are required.
Our WEC technology, first wave-pool tested in Kiev, Ukraine, in 2011, employs units of point absorber floating devices, referred to as floaters, which are installed on existing marine structures such as (but not limited to) piers, breakwaters and jetties, or in locations in which such marine structures are required.
Although we are able to maintain what we believe is sufficient insurance, we still face risks in connection with the insurance coverage that we maintain for our technology. See “Item 3. D. Risk Factors — Risks Related to Product Development and Commercialization” for additional information. 42 ● Modular and Scalable Design .
Although we are able to maintain what we believe is sufficient insurance, we still face risks in connection with the insurance coverage that we maintain for our technology. See “Item 3. D. Risk Factors — Risks Related to Product Development and Commercialization” for additional information. ● Modular and Scalable Design .
Our ability to compete effectively may be adversely affected by our current need for additional financing and our future customers’ concerns about our long-term viability. Project Development and Manufacturing Most of our WEC technology is comprised from off the shelf components from leading manufacturers.
Our ability to compete effectively may be adversely affected by our current need for additional financing and our future customers’ concerns about our long-term viability. 44 Project Development and Manufacturing Most of our WEC technology is comprised from off the shelf components from leading manufacturers.
In addition, certain waves, water streams and tides are generally easily predictable and generally have a relatively low cost related to data collection. 37 Wave Energy Potential As a result of the shortcomings of each of the various renewable energy sources currently available, in order to successfully make the transition to an emission-free future, the world will need to use a diverse array of renewable energy sources, tailored to each region’s specific climate and environment, to generate the amounts of renewable energy from its available resource.
In addition, certain waves, water streams and tides are generally easily predictable and generally have a relatively low cost related to data collection. 38 Wave Energy Potential As a result of the shortcomings of each of the various renewable energy sources currently available, in order to successfully make the transition to an emission-free future, the world will need to use a diverse array of renewable energy sources, tailored to each region’s specific climate and environment, to generate the amounts of renewable energy from its available resource.
The growth in the renewable sector has been due to a number of factors including political support, financial incentives and reduction in the costs of technology making renewable energy cost competitive. 36 The convergence of cheaper renewable energy technologies, digital applications and the rising role of electricity is a crucial vector change that we believe is central to the prospects for meeting many of the world’s sustainable development goals.
The growth in the renewable sector has been due to a number of factors including political support, financial incentives and reduction in the costs of technology making renewable energy cost competitive. 37 The convergence of cheaper renewable energy technologies, digital applications and the rising role of electricity is a crucial vector change that we believe is central to the prospects for meeting many of the world’s sustainable development goals.
In combination with several political efforts, solar and wind energy resources have now grown to become attractive to investors also from a financial perspective, as the levelized cost of energy, or the LCOE, has fallen across the board between 2010 and 2019 (LCOE is a measure of the average net present cost of electricity generation for a generating plant over its lifetime).
In combination with several political efforts, solar and wind energy resources have now grown to become attractive to investors also from a financial perspective, as the levelized cost of energy, or the LCOE, has fallen across the board between 2010 and 2023 (LCOE is a measure of the average net present cost of electricity generation for a generating plant over its lifetime).
In addition to EWP Israel, we have a number of other subsidiaries in Mexico, the United States, Portugal, Gibraltar, Australia and the People’s Republic of China. 47 Eco Wave Power Ltd. , also referred to as EWP Israel, is our wholly-owned subsidiary incorporated in Israel in 2011.
In addition to our Israeli subsidiary , we have a number of other subsidiaries in Mexico, the United States, Portugal, Gibraltar, Australia and the People’s Republic of China. Eco Wave Power Ltd. , also referred to as EWP Israel, is our wholly-owned subsidiary incorporated in Israel in 2011.
In addition to attention from these media outlets, we have been featured in videos made by other high profile parties, including Google, the UN Environment Program, i24 News, the Weather Channel, Energy Observer, the Sustainable Markets Initiative, by His Royal Highness King Charles and the World Economic Forum and Solar Impulse.
In addition to attention from these media outlets, we have been featured in videos made by other high profile parties, including Google, Good Morning America, the UN Environment Program, i24 News, the Weather Channel, Energy Observer, the Sustainable Markets Initiative, by His Royal Highness King Charles and the World Economic Forum and Solar Impulse.
As a result, we have issued a performance bond to APDL, meant to solidify our commitment for the construction of the first commercial wave energy project within a two-year period. We believe this will be the first wave energy project in the world to show significant energy production from wave power.
As a result, we have issued a performance bond to APDL, meant to solidify our commitment for the construction of the first MW-scale wave energy project within a two-year period. We believe this will be the first wave energy project in the world to show significant energy production from wave power.
As described in more detail below, we have advanced or completed projects at Jaffa Port in Israel, at the Port of Los Angeles, and in Portugal.
As described in more detail below, we have advanced or completed pilot projects at Jaffa Port in Israel and at the Port of Los Angeles.
The following is a list of our issued patents and allowed patent applications as of the date of this annual report on Form 20-F: Application/ Patent Number Subject Status Israel 215739 A pontoon with sharpened front and sloping back Registered on May 9, 2022 Israel 246192 A system for lifting and submerging pontoon during storm Registered on October 1, 2019 Israel 246193 A system with shock absorber for preventing breakage of jib connections Registered on May 9, 2022 Israel 246194 A system for changing a working volume of a hydro motor according to electricity demand Registered on November 30, 2019 Israel 254987 A pontoon with left-and-right front diagonal sides for splitting progressive sea waves Registered on October 31, 2020 Israel 254988 A pontoon with sharpened front and left-and-right front diagonal sides Registered on September 1, 2020 Israel 254990 A system including a pontoon with a vertical cylinder anchored to the bottom Registered on October 31, 2020 Israel 254991 A system including a pontoon with a pair of parallel jibs Registered on May 1, 2021 Israel 254992 A system with secondary accumulator and shock absorber for preventing breakage of jib connections Registered on June 2, 2021 Israel 254993 A system for regulating pressure in hydraulic accumulator Registered on August 31, 2019 Israel 254994 A system with double acting hydraulic cylinders and secondary accumulator Registered on June 2, 2021 US 16/762931 US 11608808 System for generation of electricity or clean water from waves or combined system Registered on March 21, 2023 Israel 274332 System for generation of electricity or clean water from waves or combined system Registered on February 2, 2024 The following is a list of our patent applications as of the date of this annual report on Form 20-F: Application/ Patent Number Subject Status EPO 17932991.7 System for generation of electricity or clean water from waves or combined system In examination 46 Government Regulation Our technology is subject to regulation in foreign jurisdictions in which we are currently pursuing projects concerning, among other areas, site approvals, environmental approvals and compliance.
We also rely on trade secrets, know-how and continuing technological innovation and may rely on licensing opportunities to develop and maintain our proprietary position. 46 The following is a list of our issued patents and allowed patent applications as of the date of this annual report on Form 20-F: Application/ Patent Number Subject Status Israel 215739 A pontoon with sharpened front and sloping back Registered on May 9, 2022 Israel 246192 A system for lifting and submerging pontoon during storm Registered on October 1, 2019 Israel 246193 A system with shock absorber for preventing breakage of jib connections Registered on May 9, 2022 Israel 246194 A system for changing a working volume of a hydro motor according to electricity demand Registered on November 30, 2019 Israel 254987 A pontoon with left-and-right front diagonal sides for splitting progressive sea waves Registered on October 31, 2020 Israel 254988 A pontoon with sharpened front and left-and-right front diagonal sides Registered on September 1, 2020 Israel 254990 A system including a pontoon with a vertical cylinder anchored to the bottom Registered on October 31, 2020 Israel 254991 A system including a pontoon with a pair of parallel jibs Registered on May 1, 2021 Israel 254992 A system with secondary accumulator and shock absorber for preventing breakage of jib connections Registered on June 2, 2021 Israel 254993 A system for regulating pressure in hydraulic accumulator Registered on August 31, 2019 Israel 254994 A system with double acting hydraulic cylinders and secondary accumulator Registered on June 2, 2021 US 16/762931 US 11608808 System for generation of electricity or clean water from waves or combined system Registered on March 21, 2023 Israel 274332 System for generation of electricity or clean water from waves or combined system Registered on February 2, 2024 The following is a list of our patent applications as of the date of this annual report on Form 20-F: Application/ Patent Number Subject Status EPO 17932991.7 System for generation of electricity or clean water from waves or combined system In examination Government Regulation Our technology is subject to regulation in foreign jurisdictions in which we are currently pursuing projects concerning, among other areas, site approvals, environmental approvals and compliance.
Global Warming and the Need for Green Energy The World Health Organization, or WHO, in 2022 described air pollution as a significant environmental risk to the health of the global population. The WHO estimates that 91% of the world’s population lives in places where air quality is below its guidelines.
Global Warming and the Need for Green Energy The World Health Organization, or WHO, in 2025 described air pollution as a significant environmental risk to the health of the global population. The WHO estimates that 99% of the world’s population lives in places where air quality is below its guidelines.
One of the greatest benefits of wave energy, especially if it’s nearshore or onshore, is that it may allow for power generation in proximity to population centers. Nearly 2.4 billion people, about 40% of the global population, live within 100 kilometers of a coast, according to a report from the United Nations.
One of the greatest benefits of wave energy, especially if it’s nearshore or onshore, is that it may allow for power generation in proximity to population centers. Nearly 40% of the global population, live within 100 kilometers of a coast, according to a report from the United Nations.
As to the LCOE, based on our internal calculations that were derived using the International Energy Agency’s Ocean Energy Systems project LCOE calculation metrics, combined with our assumptions, we believe that it can be as low as EUR 42 ($44) per megawatt hour, in commercial scales. ● Insurability.
As to the LCOE, based on our internal calculations that were derived using the International Energy Agency’s Ocean Energy Systems project LCOE calculation metrics, combined with our assumptions, we believe that it can be as low as EUR 42 ($44) per megawatt hour, in commercial scales. ● Proximity to population centers and energy infrastructure .
In recent years, EU dependence on natural gas imports has largely decreased; however, member states are still highly dependent on large levels of imports of petroleum products and natural gas, which accounted for 70.7% and 25%, respectively, of energy imports into the EU in the first half of 2020, according to a report from the European Commission.
In recent years, EU dependence on natural gas imports has largely decreased; however, member states are still highly dependent on large levels of imports of petroleum products and natural gas, which accounted for 65% and 25%, respectively, of energy imports into the EU in 2023, according to a report from the European Commission.
As of February 26, 2025, of the 198 parties to the Convention, 195 parties have ratified the Paris Agreement. The U.S. withdrew from the Paris Agreement on January 20, 2025. 39 ● The EU’s climate and energy goal states that greenhouse gas emissions by 2030 shall be reduced by 55% by the end of 2030 compared to 1990.
As of January 27, 2026, of the 198 parties to the Convention, 194 parties have ratified the Paris Agreement. The U.S. withdrew from the Paris Agreement on January 20, 2025. ● The EU’s climate and energy goal states that greenhouse gas emissions shall be reduced by 55% by the end of 2030 compared to 1990.
We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 30 We are subject to the information reporting requirements of the Exchange Act that are applicable to “foreign private issuers,” and under those requirements we file reports with the SEC.
We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.
One of these services is the offering of feasibility studies for our potential clients, which we believe will add to customer value and may provide an additional revenue stream for us in the event the feasibility study leads to initiation of commercial projects.
One of these services is the offering of feasibility studies for our potential clients, which we believe will add to customer value and may provide an additional revenue stream for us in the event the feasibility study leads to initiation of commercial projects. In the past, we entered into feasibility study agreements with Shell, Chevron and others.
A conversion to more locally produced, renewable energy resources would decrease geopolitical risks associated with high dependency on imports and consequently it would increase energy security. Hydropower, wind power and solar power are considered the more mature, cost efficient and technically advanced technologies within renewable energy.
In 2022, the conflict between Russia and Ukraine resulted in disruption to energy markets. A conversion to more locally produced, renewable energy resources would decrease geopolitical risks associated with high dependency on imports and consequently it would increase energy security. Hydropower, wind power and solar power are considered the more mature, cost efficient and technically advanced technologies within renewable energy.
Below is a brief summary highlighting the recent expansion of the renewable energy market. Energy Security Energy security means a country’s uninterrupted access to energy resources at an affordable price and is central to today’s society and its ability to function. In order to secure the national energy consumption, many countries are today dependent on importing energy.
Energy Security Energy security means a country’s uninterrupted access to energy resources at an affordable price and is central to today’s society and its ability to function. In order to secure the national energy consumption, many countries are today dependent on importing energy.
In August 2023, we successfully connected the EWP-EDF One Project in Jaffa Port to the Israeli national electrical grid, marking the first time that wave energy was connected to it, through a power purchase agreement.
With the FIT in place, the Israeli Electric Corporation commenced operations to officially connect the EWP-EDF One project to the Israeli national electrical grid. In August 2023, we successfully connected the EWP-EDF One Project in Jaffa Port to the Israeli national electrical grid, marking the first time that wave energy was connected to it, through a power purchase agreement.
Policies continue to remain critically important for the future of renewables. In order to meet long term climate and other sustainable goals, renewable energy development in these sectors must accelerate. According to the IEA, if progress continues at the currently forecasted pace, renewables would only have a share of approximately 18% in final energy consumption by 2040.
Policies continue to remain critically important for the future of renewables. In order to meet long term climate and other sustainable goals, renewable energy development in these sectors must accelerate. According to the IEA, if progress continues at the currently forecasted pace, renewables would account for around 20% of global final energy consumption by 2030.
In March 2024, we received the final approval necessary for the commencement of the construction works of our first commercial-size project in Porto, a Título de Utilização de Recursos Hídricos license, or TURH, from APDL.
In March 2024, we received the final approval necessary for the commencement of the construction works of our first MW-scale project (located at Barra do Douro breakwater) in Porto, a Título de Utilização de Recursos Hídricos license, or TURH, from APDL.
EWP Australia operates as the main company for the development of the our operations in Australia. Suzhou Eco Wave Power Technology Co. Ltd. is a partly-owned subsidiary of EWP Israel, incorporated in China in 2014. As of February 26, 2025, the subsidiary has one employee. Suzhou Eco Wave Power Technology Co.
Ltd. is a partly-owned subsidiary of EWP Israel, incorporated in China in 2014. As of February 28, 2026, the subsidiary has one employee. Suzhou Eco Wave Power Technology Co. Ltd. operates as the main company for the development of our operations in China. D. Property, Plant and Equipment.
We believe that our core WEC technology is the basis to our future success, and as such, we aim to continuously improve and enhance our WEC technology in order to deliver the best solution available in the field for wave energy generation.
These strategies are expected to evolve as we continue to expand our operations and technological capabilities. We believe that our core WEC technology is the basis to our future success, and as such, we aim to continuously improve and enhance our WEC technology in order to deliver the best solution available in the field for wave energy generation.
As of February 26, 2025, the subsidiary has 11 employees and contains the majority of the management, marketing, sales and engineering personnel in our Company.
As of February 28, 2026, the subsidiary has 10 employees and contains the majority of the management, marketing, sales and engineering personnel in our Company.
Our Jaffa Port project is an example of our Joint Venture Agreement with EDF Renewables IL. These joint venture agreements, such as the one we have with EDF Renewables, may provide our partners with certain beneficial rights.
Our Jaffa Port project is an example of our Joint Venture Agreement with EDF power solutions Israel Ltd. (formerly known by the name EDF Renewables IL). These joint venture agreements, such as the one we have with EDF Renewables, may provide our partners with certain beneficial rights. For instance, our Joint Venture Agreement with EDF power solutions Israel Ltd.
We are active in all of the stages, either independently or through sub-contractors. 44 We perform the initial project planning phase, which includes detailed feasibility studies, project licensing, and project design activities. Following the planning phase, our team then tenders manufacturers and suppliers for the procurement, manufacture and assembly of our technology’s sub-systems.
We perform the initial project planning phase, which includes detailed feasibility studies, project licensing, and project design activities. Following the planning phase, our team then tenders manufacturers and suppliers for the procurement, manufacture and assembly of our technology’s sub-systems.
We have established a corporate office in Miami, Florida for our U.S. subsidiary with a view to strengthening business activities in the United States, including the overseeing of our existing operations in the Port of Los Angeles and any prospective commitments, pursuant to federal and state legislation.
We have established a corporate office in Miami, Florida for our U.S. subsidiary with a view to strengthening business activities in the United States, including the overseeing of our existing operations in the Port of Los Angeles and any prospective commitments, pursuant to federal and state legislation. 48 Eco Wave Power Gibraltar Ltd. , or EWP Gibraltar, is a wholly-owned subsidiary of EWP Israel, incorporated in Gibraltar in 2015.
As a result, the aggregate amount of megawatts we intend to generate in our project pipeline does not reflect only those projects covered by definitive agreements. We are continuously working to expand our pipeline, including efforts to enter into definitive agreements to cover projects that are not covered by definitive agreements.
As a result, the aggregate amount of megawatts we intend to generate in our project pipeline does not reflect only those projects covered by definitive agreements.
The value chain below shows the technical project development process, which can be divided into six different steps as depicted in the image below: project planning, manufacturing, installation, grid-connection, operation and maintenance and de-commissioning.
The value chain below shows the technical project development process, which can be divided into six different steps as depicted in the image below: project planning, manufacturing, installation, grid-connection, operation and maintenance and de-commissioning. We are active in all of the stages, either independently or through sub-contractors.
We plan to continue to develop the projects in our pipeline, further expand our project pipeline, conduct research and development aimed at continuing to upgrade and improve our WEC technology, continue the reinforcement of our patent portfolio, and to expand the team that will help us achieve our growth strategy.
We are continuously working to expand our pipeline, including efforts to enter into definitive agreements to cover projects that are not covered by definitive agreements. 33 We plan to continue to develop the projects in our pipeline, further expand our project pipeline, conduct research and development aimed at continuing to upgrade and improve our WEC technology, continue the reinforcement of our patent portfolio, and to expand the team that will help us achieve our growth strategy.
We believe that the addition of these two services, and potentially others, will help position us as not only as a technology provider, but also as a world-leader in a proprietary software for the growth of the wave energy industry.
We believe that the addition of these two services, and potentially others, will help position us as not only as a technology provider, but also as a world-leader in a proprietary software for the growth of the wave energy industry. 42 Competitive Advantages Research has shown that renewable energy has the potential to be a long-lasting, profitable and efficient source of energy.
Our research and development strategy is currently focused on: ● the completion of the development of WPV software for our WEC technology for real-time production verification; ● the optimization of our WEC technology to generate larger amounts of electricity in all wave heights; and ● optimization of our WEC technology’s materials for operation in different weather and marine climates and for cost-effective implementation and reduced operations and maintenance needs.
Our research and development strategy is currently focused on: ● the completion of the development of WPV software for our WEC technology for real-time production verification; ● the optimization of our WEC technology to generate larger amounts of electricity in all wave heights; ● optimization of our WEC technology’s materials for operation in different weather and marine climates and for cost-effective implementation and reduced operations and maintenance needs; and ● the development of advanced data analytics and artificial intelligence-based software tools, including WaveGPT, designed to analyze operational and oceanographic data, support predictive maintenance, and optimize the operational performance of our wave energy conversion systems.
Competitive Advantages Research has shown that renewable energy has the potential to be a long-lasting, profitable and efficient source of energy. We believe that wave energy will become an integral part of the world’s renewable energy mix. Other wave energy companies primarily focus on offshore installations, due to the belief that there are more significant wave heights in the offshore.
We believe that wave energy will become an integral part of the world’s renewable energy mix. Other wave energy companies primarily focus on offshore installations, due to the belief that there are more significant wave heights in the offshore.
Primarily, we are concentrating on growth in Europe and United States, where there is high wave energy potential and growing support for renewable energy technologies. 33 We are currently engaged in the following projects: Shell Feasibility Study and Port of Los Angeles Project In 2023, Shell International Exploration and Production Inc., or Shell, chose us to conduct a feasibility study aimed at identifying prime locations in the U.S. where we would implement our commercial installations.
We are currently engaged in the following projects: Shell Feasibility Study and Port of Los Angeles Project In 2023, Shell International Exploration and Production Inc., or Shell, chose us to conduct a feasibility study aimed at identifying prime locations in the U.S. where we would implement our commercial installations.
EDF-EWP One Ltd. is a special purpose vehicle that is jointly managed by EWP and EDF Renewables IL and is responsible for the development, implementation and management of the EDF EWP One project in Jaffa Port, Israel. Eco Wave Power Australia PTY Ltd. , or EWP Australia, is a wholly-owned subsidiary of EWP Israel, incorporated in Australia in 2019.
EDF-EWP One Ltd. is a special purpose vehicle that is jointly managed by EWP and EDF power solutions Israel Ltd. (formerly known by the name EDF Renewables IL) and is responsible for the development, implementation and management of the EDF EWP One project in Jaffa Port, Israel.
We also have four months after the end of each fiscal year to file our annual report with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies.
We also have four months after the end of each fiscal year to file our annual report with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Our officers, directors and principal shareholders are exempt from the short-swing profit liability provisions contained in Section 16 of the Exchange Act.
In 2030, 32% of total energy consumption is expected to originate from renewable energy sources. ● At the 2024 United Nations Climate Change Conference, more commonly known as COP29, plans to mitigate the effects of climate change and help developing nations transition to more sustainable energy sources were agreed to.
According to the 2023 EU directive, the renewable energy consumption target for 2030 was set at 42.5% of total energy consumption. ● At the 2024 United Nations Climate Change Conference, more commonly known as COP29, plans to mitigate the effects of climate change and help developing nations transition to more sustainable energy sources were agreed to.
As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies.
Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies.
Therefore, there is currently a need to adopt new renewable energy sources alongside more established sources. One such resource is our oceans and seas, which, as reported by National Geographic, cover 71% of our planet’s surface and are an abundant source of renewable power.
One such resource is our oceans and seas, which, as reported by National Geographic, cover 71% of our planet’s surface and are an abundant source of renewable power.
Part of our rationale in procuring parts from and working with experienced and brand name manufacturers is to ensure the availability of parts worldwide. In our experience, parts from experienced manufactures are generally available in almost every country around the world and can be easily procured and assembled in a project in almost any environment.
In our experience, parts from experienced manufactures are generally available in almost every country around the world and can be easily procured and assembled in a project in almost any environment.
Fossil fuels have been the preferred energy source over time mainly because they have been cheaper than renewable energy sources like solar and wind even though fossil fuels pollute the earth and are limited in supply. 31 While the world continues to rely on fossil fuels, we believe that in recent years solar and wind power have crossed a new threshold, moving from mainstream to preferred energy sources across much of the globe.
While the world continues to rely on fossil fuels, we believe that in recent years solar and wind power have crossed a new threshold, moving from mainstream to preferred energy sources across much of the globe.
At the Port of Los Angeles in January 2024, we signed a strategic pilot test agreement with for the implementation of our first U.S-based project at AltaSea’s premises, while we are also moving forward with the licensing process.
At the Port of Los Angeles in January 2024, we signed a strategic pilot test agreement with for the implementation of our first U.S-based project at AltaSea’s premisesIn August 2024, we received the final nationwide permit from the U.S.
Another recent study from Oregon State University and the Pacific Marine Energy Center noted the challenges in implementing WEC technology, while highlighting the importance of reliable, low maintenance WEC technology with minimal environmental impact for commercial wave energy generation.
Another recent study from Oregon State University and the Pacific Marine Energy Center noted the challenges in implementing WEC technology, while highlighting the importance of reliable, low maintenance WEC technology with minimal environmental impact for commercial wave energy generation. 43 Moreover, according to a May 2020 study by IRENA, a significant share of wave energy technologies operational today are point absorber technologies, such as our WEC technology.
Portugal Planned Project o In 2020, we entered into a Concession Agreement with the Port Authority of the Douro, Leixões, and Viana do Caterlo, or APDL, to use an area potentially suitable for the construction, operation, and maintenance of a wave energy power plant of up to 20 megawatts in four locations owned and operated by APDL.
Since then, the project has been supplying electricity harnessed from the power of the waves to the Israeli national electrical grid, and is serving as our research and development site for upgrades and improvements of our technology with a view to implementing it in other regions. 34 Portugal Planned Project o In 2020, we entered into a Concession Agreement with the Port Authority of the Douro, Leixões, and Viana do Caterlo, or APDL, to use an area potentially suitable for the construction, operation, and maintenance of a wave energy power plant of up to 20 megawatts in four locations owned and operated by APDL.
Moreover, according to a May 2020 study by IRENA, a significant share of wave energy technologies operational today are point absorber technologies, such as our WEC technology. According to the study, more than half of the wave energy converter developers with high technology readiness levels focus on point absorbers due to their potential for wide range applicability.
According to the study, more than half of the wave energy converter developers with high technology readiness levels focus on point absorbers due to their potential for wide range applicability.
Our Strategy We aspire to build wave energy power stations using our WEC technology that will give people access to electricity generated from a source in proximity to their residence without creating air pollution and while mitigating environmental damage.
In August 2025, we entered into an agreement with RL Solutions, a local representative for the Company, meant to facilitate the purchase order from Bharat Petroleum to Eco Wave Power. 35 Our Strategy We aspire to build wave energy power stations using our WEC technology that will give people access to electricity generated from a source in proximity to their residence without creating air pollution and while mitigating environmental damage.
We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. 48
Our monthly rent payment as of February 28, 2026 is approximately NIS 35,000 (approximately $11,000). We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. 49
Source: https:/academc.oup.com/ce/article/2/1/10/4924611 38 Ocean Energy We believe that the increase in solar and wind energy cannot singlehandedly solve the world’s energy consumption needs because these types of energies are unlikely to have the capacity to completely replace fossil fuels.
Further support for ocean energy can be seen in the United States, where the United States Department of Energy, or the DOE, opened new funding opportunities worth $112.5 million in 2024 for wave technology research and development. 39 Source: https:/academc.oup.com/ce/article/2/1/10/4924611 Ocean Energy We believe that the increase in solar and wind energy cannot singlehandedly solve the world’s energy consumption needs because these types of energies are unlikely to have the capacity to completely replace fossil fuels.
For example, in our Portugal project, APDL, which manages the Douro, Leixões and Viana do Castelo ports and the inland waterway of Douro river, granted EWP Israel the preliminary Concession Agreement to use four sites under the management of APDL for the project.
For example, in our Portugal project, APDL, which manages the Douro, Leixões and Viana do Castelo ports and the inland waterway of Douro river, granted EWP Israel the preliminary Concession Agreement to use four sites under the management of APDL for the project. 47 We are subject to various regulations and require various licenses and permits for construction and operation of our wave energy power station, for example, a Private Use of Maritime Public Domain Title, the TURH.
In March 2024, we received the final approval necessary for the commencement of the construction works of our first commercial-size project in Porto (TURH license) from APDL. As a result, we have issued a performance bond to APDL, meant to solidify our commitment for the construction of the first commercial wave energy project within a two-year period.
As a result, we have issued a performance bond to APDL, meant to solidify our commitment for the construction of the first MW-scale wave energy project first MW-scale wave energy project within a two-year period.
By combining solar, wind, and water energy sources, we believe that the joint energy consumption demand can be met. According to the Renewables 2023 Global Status Report, in 2022 renewable energy sources (excluding hydropower) accounted for 7.5% of primary energy (up nearly 1% from 2021), while fossil fuels remained at 82%.
According to the Renewable Energy Policy Network of the 21 st Century (REN21), Renewables 2023 Global Status Report, in 2022 renewable energy sources (excluding hydropower) accounted for 7.5% of primary energy (up nearly 1% from 2021), while fossil fuels remained at 82%.
For instance, our Joint Venture Agreement with EDF Renewables IL provides EDF Renewables with a right of first look for three years from the date of the agreement (May 2019) on any M&A transaction that EWP Israel may seek to execute and also provides EDF Renewables IL with a right of first offer for the first five years of the agreement to participate in the joint development of any other project using our technology for a wave energy station in Israel of above 0.25 megawatts.
(formerly known by the name EDF Renewables IL) with a right of first offer for the first five years of the agreement to participate in the joint development of any other project using our technology for a wave energy station in Israel of above 0.25 megawatts.
In the future, we expect to achieve this by way of debt financing, which is a common and relatively cheaper method of financing energy projects such as ours, either with or without additional equity financing. 41 Wave Energy Services In addition to our operations involving the sale/lease of our WEC technology, we also intend on expanding our product offering by providing increased project development products and services.
In the future, we expect to achieve this by way of debt financing, which is a common and relatively cheaper method of financing energy projects such as ours, either with or without additional equity financing.
We also host delegations and dignitaries for demonstration tours of our plant in our offices and in our power station in Jaffa Port and at our site at the Port of Los Angels, as well as participate in governmental trade and investment delegations. 45 In addition to our ongoing B2B and B2G digital marketing efforts, we also frequently receive attention from international media outlets, including Wired Magazine, CNN, MSN, BBC, SKY News, the Economist, Forbes, Bloomberg, National Geographic, and Reuters.
In addition to our ongoing B2B and B2G digital marketing efforts, we also frequently receive attention from international media outlets, including Wired Magazine, CNN, MSN, BBC, SKY News, the Economist, Forbes, Time Magazine as “Best Inventions of 2025”, Bloomberg, National Geographic, and Reuters.
Most of the significant hydraulic parts in the Gibraltar and EDF EWP One project were manufactured by BOSCH Rexroth AG, Parker and other brand names, and were procured and installed by a sub-contractor.
Most of the significant hydraulic parts in the Gibraltar and EDF EWP One project were manufactured by BOSCH Rexroth AG, Parker and other brand names, and were procured and installed by a sub-contractor. 45 The floaters mechanisms for our system are built locally in each location, on-site, while the WEC units (conversion units) are constructed in Israel and delivered and installed on-site.
Excluding hydropower, the installed global renewable energy sector grew from approximately 630 gigawatts to approximately 2,768 gigawatts, an increase of more than 439%, between 2010 and 2019, according to data from IRENA.
Excluding hydropower, the installed global renewable energy sector grew from approximately 585 gigawatts to approximately 4,448 gigawatts, an increase of more than 660%, between 2015 and 2024, according to data from the International Renewable Energy Agency (IRENA, Renewable Capacity Statistics 2025).
In August 2022, the Israeli Electric Authority has set an official feed-in tariff, or FIT, for our newly installed wave energy pilot project at Jaffa Port. With the FIT in place, the Israeli Electric Corporation commenced operations to officially connect the EWP-EDF One project to the Israeli national electrical grid.
In April 2022, we completed the installation of eight floaters to the sea wall. In August 2022, the Israeli Electric Authority has set an official feed-in tariff, or FIT, for our newly installed wave energy pilot project at Jaffa Port.
Member states of the EU are still dependent on imports of petroleum products and natural gas, which accounted for approximately 66% and 24%, respectively, of energy imports into the EU in 2018, according to a report from the European Commission. In 2022, the conflict between Russia and Ukraine resulted in disruption to energy markets.
According to Eurostat (The European Statistical Office, 2025), the EU imported energy products valued at 375.9 billion in 2024. . Member states of the EU are still dependent on imports of petroleum products and natural gas, which accounted for approximately 65% and 25%, respectively, of energy imports into the EU in 2023, according to a report from the European Commission.
In addition to these devastating figures, in 2019, an article from The World Bank stated that 840 million people lacked access to electricity. With 40% of the world’s population living within 100 kilometers of the coastline, we aspire to build wave energy power stations that will provide people access to electricity in proximity to their residence without creating air pollution.
With 40% of the world’s population living within 100 kilometers of the coastline, we aspire to build wave energy power stations that will provide people access to electricity in proximity to their residence without creating air pollution. While the increase in global energy consumption must be met, there is also a need for reduced pollution emerging from the energy sector.
We plan to release the software for use by third parties, such as other wave energy developers, as well as relevant research institutions and leading universities, through unique licensing agreements.
The platform is also being designed to incorporate advanced data analytics and artificial intelligence-based tools intended to analyze operational and oceanographic data, support predictive maintenance, and improve system performance monitoring. We plan to release the software for use by third parties, such as other wave energy developers, as well as relevant research institutions and leading universities, through unique licensing agreements.
Our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
However, effective March 18, 2026, our directors and officers will be subject to the insider reporting requirements of Section 16(a) of the Exchange Act. 30 As a foreign private issuer, we are not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
Prospective approval from APDL would be followed by the next phase of the project involving the production of the floaters an accompanying structural components. 34 Taiwan Project o In October 2024, we signed an agreement for the sale of a wave energy generation unit with I-Ke International Ocean Energy Co., a subsidiary of Lian Tat Company.
Taiwan Project o In October 2024, we signed an agreement for the sale of a wave energy generation unit with I-KE International Ocean Energy Co., a subsidiary of Lian Tat Company. Pursuant to the agreement, I-Ke will locally manufacture the floaters based on our proprietary design and purchase a 100KW conversion unit from us.
For example, the LCOE of onshore wind has decreased by 39% from $0.086 per kilowatt hour in 2010 to $0.053 per kilowatt hour in 2019, offshore wind has decreased by 29% from $0.161 per kilowatt hour in 2010 to $0.115 USD per kilowatt hour in 2019, concentrating solar power decreased by 47% from $0.346 per kilowatt hour in 2010 to $0.182 USD per kilowatt hour in 2019, and utility scale solar photovoltaics has fallen by 82% from $0.378 per kilowatt hour in 2010 to $0.068 USD per kilowatt hour in 2019.
For example, the LCOE of onshore wind has decreased by 70% from $0.111 per kilowatt hour in 2010 to $0.033 per kilowatt hour in 2023, offshore wind has decreased by 63% from $0.203 per kilowatt hour in 2010 to $0.075 per kilowatt hour in 2023, concentrating solar power decreased by 70% from $0.393 per kilowatt hour in 2010 to $0.117 per kilowatt hour in 2023, and utility scale solar photovoltaics has fallen by 90% from $0.460 per kilowatt hour in 2010 to $0.044 per kilowatt hour in 2023 (IRENA, Renewable power generation costs, 2025).
Historically, the world has relied on traditional polluting energy sources that come from fossil fuels, such as coal and oil.
Historically, the world has relied on traditional polluting energy sources that come from fossil fuels, such as coal and oil. Fossil fuels have been the preferred energy source over time mainly because they have been cheaper than renewable energy sources like solar and wind even though fossil fuels pollute the earth and are limited in supply.
Ltd. operates as the main company for the development of our operations in China. D. Property, Plant and Equipment. Our headquarters are located at 52 Derech Menahem Begin St., Tel Aviv 6713701, where we occupy approximately 290 square meters. Our lease ends on November 20, 2026.
Our headquarters are located at 52 Derech Menahem Begin St., Tel Aviv 6713701, where we occupy approximately 290 square meters. Our lease ends on November 20, 2026. The lease agreement includes two consecutive one year extension options subject to a 5% price increase at the lessor’s discretion. We moved to our headquarters in March 2023.
(See Item 4.B. — “Revenue Models — WEC Technology” for additional information). Renewable Energy Market According to the IEA, global investment in the renewable energy market exceeded $700 billion in 2022, an increase that represented a 125% increase of total investment since 2019. According to a review by the SUN DAY Campaign of data released by the U.S.
(See Item 4.B. — “Revenue Models — WEC Technology” for additional information). Renewable Energy Market According to IRENA , global investment in the renewable energy market increased by 22% from $662 billion in 2022/2023 to $807 billion in 2024 (IRENA, Global Landscape of Energy Transition Finance 2025).
EDF EWP One Project o On February 1, 2022, we officially completed the grid connection route works at the Jaffa Port site. In April 2022, we completed the installation of eight floaters to the sea wall.
On September 9, 2025, the Company successfully launched its first U.S. wave energy pilot project at the Port of Los Angeles, developed in collaboration with AltaSea and Shell Marine Renewable Energy (MRE). EDF EWP One Project o On February 1, 2022, we officially completed the grid connection route works at the Jaffa Port site.
The floaters mechanisms for our system are built locally in each location, on-site, while the WEC units (conversion units) are constructed in Israel and delivered and installed on-site. Our engineers are responsible for integration of the parts, thereby allowing us to keep important know-how inhouse.
Our engineers are responsible for integration of the parts, thereby allowing us to keep important know-how inhouse. Part of our rationale in procuring parts from and working with experienced and brand name manufacturers is to ensure the availability of parts worldwide.
Furthermore, the WHO estimates that air pollution accounts for approximately 4.2 million deaths per year, with the WHO data showing that nine out of ten people breathe air that exceeds the WHO guideline limits for levels of pollutants, with low- and middle-income countries suffering from the highest exposures.
Furthermore, the WHO estimates that air pollution accounts for approximately 6.7 million deaths in 2019, with the WHO data showing that 99% of the world’s population live in places where air pollution levels exceed the WHO guideline limits.
In order to accomplish our strategic objectives, we are focused both on our growth and research and development strategies, both of which are expected to evolve as we grow our Company.
In order to accomplish our strategic objectives, we are focused on both our growth initiatives and our research and development efforts, including the integration of advanced monitoring, data analytics and artificial intelligence-based technologies designed to enhance the performance, reliability and scalability of our wave energy systems.
Eco Wave Power Gibraltar Ltd. , or EWP Gibraltar, is a wholly-owned subsidiary of EWP Israel, incorporated in Gibraltar in 2015. EWP Gibraltar operates as the subsidiary which managed the operation and maintenance of our Gibraltar power station and was responsible for the development of the project.
EWP Gibraltar operated as the subsidiary which managed the operation and maintenance of our Gibraltar power station and was responsible for the development of the project. As part of our ongoing efforts to streamline our corporate structure and optimize administrative efficiency, we have undertaken steps to simplify certain parts of our organizational structure.

… 91 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

59 edited+6 added−7 removed49 unchanged
Biggest changeNet cash provided by investing activities in the year ended December 31, 2023 consisted mainly of $1 million in net proceeds from short term bank deposits, $279 thousand in interest on short term bank deposits, a $50 thousand investment in a joint venture and purchases of property and equipment in the amount of $6 thousand. 53 Financing Activities Net cash provided by financing activities increased by $2.5 million to $2.6 million for the year ended December 31, 2024, compared to net cash used in financing activities of $0.1 million for the year ended December 31, 2023.
Biggest changeNet cash provided by investing activities in the year ended December 31, 2025 consisted mainly of $1.16 million in net proceeds from short term bank deposits, $288 thousand in interest on short term bank deposits, a $75 thousand investment in a joint venture, purchases of property and equipment in the amount of $525 thousand and $72 thousand proceeds from sale of property.
This may raise substantial doubts about our ability to continue as a going concern. 5.C Research and development, patents and licenses, etc. For a description of our research and development programs and the amounts that we have incurred in the past two years pursuant to these programs, please see “Item 5. Operating and Financial Review and Prospects – A.
This may raise substantial doubts about our ability to continue as a going concern. 57 5.C Research and development, patents and licenses, etc. For a description of our research and development programs and the amounts that we have incurred in the past two years pursuant to these programs, please see “Item 5. Operating and Financial Review and Prospects – A.
We believe that the accounting policies described below and in Note 4 are critical in order to fully understand and evaluate our financial condition and results of operations. By their very nature, such policies involve estimates that are subjective and complex and consequently may differ from actual results. 56 We prepare our financial statements in accordance with IFRS.
We believe that the accounting policies described below and in Note 4 are critical in order to fully understand and evaluate our financial condition and results of operations. By their very nature, such policies involve estimates that are subjective and complex and consequently may differ from actual results. We prepare our financial statements in accordance with IFRS.
Our management has examined the research and development expenses capitalization conditions specified in Note 2(n) to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F and, in its opinion, as of December 31, 2024, the Company did not meet them for the year ended December 31, 2024.
Our management has examined the research and development expenses capitalization conditions specified in Note 2(n) to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F and, in its opinion, as of December 31, 2025, the Company did not meet them for the year ended December 31, 2025.
Operating Expenses Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses. Research and Development Expenses Our research and development expenses consist primarily of salaries and related personnel expenses, depreciation and other research and development expenses.
Operating Expenses Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses. 51 Research and Development Expenses Our research and development expenses consist primarily of salaries and related personnel expenses, depreciation and other research and development expenses.
Leb dated December 31, 2021, the repayment of the loan will depend on the Company’s financial condition and any demand to repay the loan will not be made prior to January 2023. The accrued interest is classified as a current liability to a related party in our statement of financial position as of December 31, 2024.
Leb dated December 31, 2021, the repayment of the loan will depend on the Company’s financial condition and any demand to repay the loan will not be made prior to January 2023. The accrued interest is classified as a current liability to a related party in our statement of financial position as of December 31, 2025.
We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of our initial public offering in the United States , (b) in which we have total annual gross revenues of at least $1.235 billion or (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ADSs that is held by non-affiliates exceeds $700.0 million as of the prior June 3 0t h, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of our initial public offering in the United States , (b) in which we have total annual gross revenues of at least $1.235 billion or (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ADSs that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Operating Results – Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 – Research and Development Expenses.” In the years ended December 31, 2024, 2023, and 2022, our research and development expenses were $0.54 million, $0.51 million and $0.89 million, respectively, which consisted primarily of payroll and related personnel expenses. 5.D Trend Information The trends affecting us are described elsewhere in this Annual Report on 20-F, including in “ Item 3.D.
Operating Results – Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 – Research and Development Expenses.” In the years ended December 31, 2025, 2024, and 2023, our research and development expenses were $0.73 million, $0.54 million and $0.51 million, respectively, which consisted primarily of payroll and related personnel expenses. 5.D Trend Information The trends affecting us are described elsewhere in this Annual Report on 20-F, including in “ Item 3.D.
We have incurred losses and generated negative cash flows from operations since the inception of EWP Israel in 2011. Through the end of 2024, we have not generated any significant revenue.
We have incurred losses and generated negative cash flows from operations since the inception of EWP Israel in 2011. Through the end of 2025, we have not generated any significant revenue.
The loan consisted of two components: (1) EUR 85,000 (approximately $89,000) in kind consisting of services related to participating in PortXL’s startup accelerator program was provided; and (2) EUR 15,000 (approximately $16,000) was provided in cash. The loan bears a compounded fixed interest of 5% per annum, accruing from April 1, 2019 through March 31, 2028.
The loan consisted of two components: (1) EUR 85,000 (approximately $100,000) in kind consisting of services related to participating in PortXL’s startup accelerator program was provided; and (2) EUR 15,000 (approximately $18,000) was provided in cash. The loan bears a compounded fixed interest of 5% per annum, accruing from April 1, 2019 through March 31, 2028.
We expect the development cost of launching any commercial-scale project (i.e., at least 20 megawatts), will range from EUR 1.2 million ($1.3 million) to EUR 1.8 million ($1.9 million) for the cost of equipment per megawatt.
We expect the development cost of launching any commercial-scale project (i.e., at least 20 megawatts), will range from EUR 1.2 million ($1.4 million) to EUR 1.8 million ($2.1 million) for the cost of equipment per megawatt.
The costs have been divided equally between us and EDF Renewables IL. 49 Our projects generally have the following development milestones, once an agreement and/or proper licenses have been entered: ● pre-feasibility studies, which entail preliminary site suitability and energy potential assessments; ● feasibility studies, which entail detailed civil engineering studies, wave studies, forecasting energy generation calculations, forecasting cost calculations, as well as site and project suitability assessments; ● licensing (including securing grid connection approvals and terms and negotiating feed-in-tariffs, if not available), which generally entails securing all the licenses, permits, and approvals required for the development and construction of a power station at the relevant site; ● detailed planning; ● parts procurement, assembly, construction, installation; and ● connection to the electricity grid and full system integration, followed by a test run.
Our projects generally have the following development milestones, once an agreement and/or proper licenses have been entered: ● pre-feasibility studies, which entail preliminary site suitability and energy potential assessments; ● feasibility studies, which entail detailed civil engineering studies, wave studies, forecasting energy generation calculations, forecasting cost calculations, as well as site and project suitability assessments; ● licensing (including securing grid connection approvals and terms and negotiating feed-in-tariffs, if not available), which generally entails securing all the licenses, permits, and approvals required for the development and construction of a power station at the relevant site; ● detailed planning; ● parts procurement, assembly, construction, installation; and ● connection to the electricity grid and full system integration, followed by a test run.
Our discussion and analysis for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found in our Annual Report for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024 (File No. 001-40554).
Our discussion and analysis for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in our Annual Report for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025 (File No. 001-40554).
In 2023, we also received a NIS 90,000 ($25,000) GREENinMED grant provided by the European Union. In 2024, we received GBP 36,715 (approximately $46,000) from Innovate UK’s Energy Catalyst program Round 10 as a first interim payment for the first quarter of the program as well as EUR 17,886 (approximately $19,000) from ERDF (Ports Towards Energy Self-Sufficiency program).
In 2023, we also received a NIS 90,000 ($28,000) GREENinMED grant provided by the European Union. In 2024, we received GBP 36,715 (approximately $50,000) from Innovate UK’s Energy Catalyst program Round 10 as a first interim payment for the first quarter of the program as well as EUR 17,886 (approximately $21,000) from ERDF (Ports Towards Energy Self-Sufficiency program).
Overview Since the inception of EWP Israel and through December 31, 2024, we have funded our operations principally with $28.4 million from the sale of our Common Shares in our initial public offering on Nasdaq First North, from private issuances of Common Shares, from our initial public offering of our ADSs on the Nasdaq Capital Market, through our registered direct offering from December 2024, from shareholder loans and from the receipt of various government grants.
Overview Since the inception of EWP Israel and through December 31, 2025, we have funded our operations principally with $28.4 million from the sale of our Common Shares in our initial public offering on Nasdaq First North, from private issuances of Common Shares, from our initial public offering of our ADSs on the Nasdaq Capital Market and through our registered direct offering from December 2024.
The following table discloses the breakdown of general and administrative expenses: For the Year Ended December 31, USD in thousands 2024 2023 Payroll and related expenses 737 705 Professional services 463 509 Depreciation 102 75 Other 471 475 Total 1,773 1,764 We expect that our general and administrative expenses will materially increase as we grow our operations, specifically in terms of employee headcount, professional support and legal costs due to the planned implementation of our first U.S. project in the Port of Los Angeles, the implementation of our first commercial scale project in Portugal and implementation of our first project in Taiwan.
The following table discloses the breakdown of general and administrative expenses: For the Year Ended December 31, USD in thousands 2025 2024 Payroll and related expenses 899 737 Professional services 509 463 Depreciation 154 102 Other 516 471 Total 2,078 1,773 52 We expect that our general and administrative expenses will materially increase as we grow our operations, specifically in terms of employee headcount, professional support and legal costs due to the implementation of our first U.S. project in the Port of Los Angeles, the planned implementation of our first MW-scale project in Portugal and implementation of our first project in Taiwan.
The following table discloses the breakdown of sales and marketing expenses: For the Year Ended December 31, USD in thousands 2024 2023 Payroll and related expenses 124 157 Overseas travels 92 165 Other 85 53 Total 301 375 50 We expect that our sales and marketing expenses will materially increase as we add more projects to our project pipeline, which will result in the need for marketing in new areas of operation.
The following table discloses the breakdown of sales and marketing expenses: For the Year Ended December 31, USD in thousands 2025 2024 Payroll and related expenses 168 124 Overseas travels 113 92 Other 128 85 Total 409 301 We expect that our sales and marketing expenses will materially increase as we add more projects to our project pipeline, which will result in the need for marketing in new areas of operation.
This increase was mainly due to the receipt of $3 million in gross proceeds from a registered direct offering, net of offering expenses of $272 thousand.
This decrease was mainly due to reduction of $3 million in gross proceeds from a registered direct offering, net of offering expenses of $272 thousand.
Pursuant to this collaboration agreement, we signed a pilot test agreement on January 3, 2024 for the development of a wave energy pilot in the AltaSea premises in the Port of Los Angeles between us and Shell. In August 2024, we received the final nationwide permit from the U.S.
Pursuant to this collaboration agreement, we signed a pilot test agreement on January 3, 2024 for the development of a wave energy pilot in the AltaSea premises in the Port of Los Angeles between us and Shell.
Net cash used in operating activities of $2.6 million during the year ended December 31, 2023 primarily reflects our net loss of $1.87 million for the period.
Net cash used in operating activities of $1.82 million during the year ended December 31, 2024 primarily reflects our net loss of $2.11 million for the period.
Pursuant to the terms of this agreement, we received installation payments, which started in January 2019 and ended in July 2023 after we filed the final project report with the Israeli Ministry of Energy.
To date we have received NIS 492,000 (approximately $154,000) of the grant. Pursuant to the terms of this agreement, we received installation payments, which started in January 2019 and ended in July 2023 after we filed the final project report with the Israeli Ministry of Energy.
Non-royalty bearing grants that we have received, and which we are not required to repay, include an Australian Dollar 75,000 ($51,000) non-royalty bearing grant from the government of Queensland Australia in order to support our operations and further growth in Australia, along with an EUR 50,000 ($52,000) grant from the European Commission’s Horizon 2020 program, a $2,500 grant from Vital Voices Global Partnership to install certain equipment for the power station at the EDF EWP One Project and an EUR 7,500 ($8,000) grant from MazeX program for marketing and business development in Portugal, a GBP 104,000 (approximately $131,000) grant from Innovate UK through the Energy Catalyst Round 8: clean energy- experimental development competition, a 8,480 GBP ($11,000) grant from the Wohl Clean Growth Alliance and three payments worth EUR 151,700 (approximately $158,000) from the EU Horizon 2020 Research and Innovation Programme as part of the ILIAD consortium.
In addition, EWP Suzhou is also obligated to pay to CS 5% of the net proceeds from commercialization of its future projects for a term of 10 years from the date of the agreement. 56 Non-royalty bearing grants that we have received, and which we are not required to repay, include an Australian Dollar 75,000 ($50,000) non-royalty bearing grant from the government of Queensland Australia in order to support our operations and further growth in Australia, along with an EUR 50,000 ($59,000) grant from the European Commission’s Horizon 2020 program, a $2,500 grant from Vital Voices Global Partnership to install certain equipment for the power station at the EDF EWP One Project and an EUR 7,500 ($9,000) grant from MazeX program for marketing and business development in Portugal, a GBP 104,000 (approximately $140,000) grant from Innovate UK through the Energy Catalyst Round 8: clean energy- experimental development competition, a 8,480 GBP ($11,000) grant from the Wohl Clean Growth Alliance and three payments worth EUR 151,700 (approximately $178,000) from the EU Horizon 2020 Research and Innovation Programme as part of the ILIAD consortium.
The following table discloses the breakdown of research and development expenses: For the Year Ended December 31, USD in thousands 2024 2023 Payroll and related expenses 576 514 Depreciation 80 95 Other research and development expenses 21 65 Total 677 674 Less – Grants received (141 ) (155 ) Total 536 519 We expect that our research and development expenses will materially increase as we grow our project pipeline and increase project execution rates in new locations.
The following table discloses the breakdown of research and development expenses: For the Year Ended December 31, USD in thousands 2025 2024 Payroll and related expenses 577 576 Depreciation 100 80 Other research and development expenses 251 21 Total 928 677 Less – Grants received (195 ) (141 ) Total 733 536 We expect that our research and development expenses will materially increase as we grow our project pipeline and increase project execution rates in new locations.
Share of net loss of a joint venture accounted for using the equity method Share of net loss of a joint venture accounted for using the equity method increased by $60, or 315%, to $79 thousand for the year ended December 31, 2024, compared to $19 thousand for the year ended December 31, 2023.
Share of net loss of a joint venture accounted for using the equity method Share of net loss of a joint venture accounted for using the equity method increased by $16, or 20%, to $95 thousand for the year ended December 31, 2025, compared to $79 thousand for the year ended December 31, 2024.
The table below presents our cash flows for the periods indicated: For the Year Ended December 31, USD in thousands 2024 2023 Cash used in operating activities, net (1,817 ) (2,601 ) Cash provided by investing activities, net 2,926 1,223 Cash provided by (used in) financing activities, net 2,577 (81 ) Net increase (decrease) in cash and cash equivalents 3,686 (1,459 ) Effect of exchange rate changes on cash and cash equivalents (122 ) 445 Operating Activities Net cash used in operating activities decreased by $0.8 million to approximately $1.8 million for the year ended December 31, 2024, compared to approximately $2.6 million for year ended December 31, 2023.
The table below presents our cash flows for the periods indicated: For the Year Ended December 31, USD in thousands 2025 2024 Cash used in operating activities, net (3,040 ) (1,817 ) Cash provided by investing activities, net 915 2,926 Cash (used in) provided by financing activities, net (186 ) 2,577 Net (decrease) increase in cash and cash equivalents (2,311 ) 3,686 Effect of exchange rate changes on cash and cash equivalents 488 (122 ) 54 Operating Activities Net cash used in operating activities increased by $1.2 million to approximately $3.0 million for the year ended December 31, 2025, compared to approximately $1.8 million for year ended December 31, 2024.
This increase was primarily attributable to a decrease of $317 thousand in net financial income, which was primarily attributable to a reduction in income from foreign exchange rate differences as a result of the U.S. dollar’s appreciation against the Swedish Kronor. B. Liquidity and Capital Resources.
This increase was primarily attributable to a decrease of $822 thousand in net financial income, which was primarily attributable to a reduction in income from foreign exchange rate differences as a result of the Swedish Kronor and the NIS appreciations against the U.S. dollar and an increase of $690 thousand in operating expenses. B. Liquidity and Capital Resources.
Based upon our currently expected level of operating expenditures, we expect that our existing cash and cash equivalents will be sufficient to fund operations through at least the next 12 months period from the date of this annual report on Form 20-F.
Based upon our currently expected level of operating expenditures, we expect that our existing cash and cash equivalents will be sufficient to fund operations through at least the next 12 months period from the date of this annual report on Form 20-F. However, we will require significant additional financing in future periods to continue to fully execute our business plans.
The cash used in operating activities was reduced mainly by the elimination of certain non-cash items, including $170 thousand of depreciation expenses and was increased by $905 thousand of other non-cash items and changes in components of working capital.
The cash used in operating activities was reduced mainly by the elimination of certain non-cash items, including $254 thousand of depreciation expenses and $443 thousand foreign exchange loss on cash and cash equivalents, and was increased by $13 thousand of other non-cash items and changes in components of working capital.
This revenue was generated from a wave energy project in Taiwan. As of December 31, 2024, we have generated revenue from wave energy projects and from performing feasibility studies. However, we have not yet generated significant revenue from the sale of our WEC technology or power stations.
Revenue for the year ended December 31, 2025, was generated from performing a feasibility study in South Africa. Revenue for the year ended December 31, 2024, was generated from a wave energy project in Taiwan. However, we have not yet generated significant revenue from the sale of our WEC technology or power stations.
The increase in cash used in investing activities in 2024 was mainly attributable to the increase in net proceeds from short-term bank deposits and interest on bank deposits.
The decrease in cash provided by investing activities in 2025 was mainly attributable to the reduction in net proceeds from short-term bank deposits and interest on bank deposits.
However, we will require significant additional financing in future periods to continue to fully execute our business plans. 55 In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
The net proceeds from this offering were designated to our advancing the execution of our projects, including the project in Portugal. 54 In addition, we previously received a variety of grants, including royalty and non-royalty bearing grants, and other commitments. The Committee provided a loan in the aggregate amount of RMB 3,977,700 (approximately $570,000) to EWP Suzhou.
In addition, we previously received a variety of grants, including royalty and non-royalty bearing grants, and other commitments. The Committee provided a loan in the aggregate amount of RMB 3,977,700 (approximately $570,000) to EWP Suzhou.
Results of Operations Comparison of the Year Ended December 31, 2024 and 2023 The following table summarizes our results of operations for the year ended December 31, 2024 and 2023: For the Year Ended December 31, USD in thousands 2024 2023 Revenues 168 306 Cost of sales (42 ) (59 ) Gross profit 126 247 Research and development expenses (536 ) (519 ) Sales and marketing expenses (301 ) (375 ) General and administrative expenses (1,773 ) (1,764 ) Other income 225 17 Share of net loss of a joint venture accounted for using the equity method (79 ) (19 ) Operating loss (2,338 ) (2,413 ) Financial income, net 230 547 Net loss (2,108 ) (1,866 ) Revenues Revenue decreased by $138 thousand, or 45%, to $168 thousand for the year ended December 31, 2024, compared to $306 thousand for the year ended December 31, 2023.
Results of Operations Comparison of the Year Ended December 31, 2025 and 2024 The following table summarizes our results of operations for the year ended December 31, 2025 and 2024: For the Year Ended December 31, USD in thousands 2025 2024 Revenues 38 168 Cost of sales (16 ) (42 ) Gross profit 22 126 Research and development expenses (733 ) (536 ) Sales and marketing expenses (409 ) (301 ) General and administrative expenses (2,078 ) (1,773 ) Other income 161 225 Share of net loss of a joint venture accounted for using the equity method (95 ) (79 ) Operating loss (3,132 ) (2,338 ) Financial (expenses) income, net (592 ) 230 Net loss (3,724 ) (2,108 ) Revenues Revenue decreased by $130 thousand, or 77%, to $38 thousand for the year ended December 31, 2025, compared to $168 thousand for the year ended December 31, 2024.
Net cash provided by financing activities in the year ended December 31, 2024 amounted to $2.6 million and consisted mainly of $3 million in gross proceeds from a registered direct offering, net of offering expenses of $272 thousand.
Net cash used in financing activities in the year ended December 31, 2025 amounted to 186 thousand and consisted mainly of $144 thousand principal elements of lease payments,$27 thousand shares repurchases and $15 thousand interest elements of lease liability. 55 Net cash provided by financing activities in the year ended December 31, 2024 amounted to $2.6 million and consisted mainly of $3 million in gross proceeds from a registered direct offering, net of offering expenses of $272 thousand.
Cost of Sales Cost of sales decreased by $17 thousand, or 29%, to $42 thousand, for the year ended December 31, 2024, compared to $59 thousand for the year ended December 31, 2023.
Cost of Sales Cost of sales decreased by $26 thousand, or 62%, to $16 thousand, for the year ended December 31, 2025, compared to $42 thousand for the year ended December 31, 2024.
If forgivable loans are initially carried to income, as described above, and in subsequent periods it is no longer reasonably assured that royalties will not be paid to the Israeli Ministry of Energy, we then recognize a liability that is measured based on our best estimate of the amount required to settle our obligation at the end of each reporting period.
If forgivable loans are initially carried to income, as described above, and in subsequent periods it is no longer reasonably assured that royalties will not be paid to the Israeli Ministry of Energy, we then recognize a liability that is measured based on our best estimate of the amount required to settle our obligation at the end of each reporting period. 58 Research and development expenses Research and development expenses are recorded in accordance with the accounting policies detailed in Note 2(n) to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.
According to the loan agreement, EWP Israel is obligated to send PortXL audited financial statements, once such statements are available. As of December 31, 2024, the amount outstanding under the loan agreement with PortXL was $138,000.
According to the loan agreement, EWP Israel is obligated to send PortXL audited financial statements, once such statements are available. As of December 31, 2025, the amount outstanding under the loan agreement with PortXL was $164,000. As of December 31, 2025, we also have indebtedness from loans received from a related party.
In December 2024, all of the pre-funded warrants were exercised into ADSs. Maxim Group LLC acted as the sole placement agent for this offering.
In December 2024, all of the pre-funded warrants were exercised into ADSs. Maxim Group LLC acted as the sole placement agent for this offering. The net proceeds from this offering were designated to our advancing the execution of our projects, including the project in Portugal.
The cost of the project was more than originally expected due to component price increases resulting from supply chain disruptions that have occurred since 2020 and other various research and development activities performed at the site.
The cost of the project was more than originally expected due to component price increases resulting from supply chain disruptions that have occurred since 2020 and other various research and development activities performed at the site. The costs have been divided equally between us and EDF power solutions Israel Ltd. (formerly known by the name EDF Renewables IL).
General and Administrative Expenses General and administrative expenses increased by $9 thousand, or 0.5%, to $1,773 thousand for the year ended December 31, 2024, compared to $1,764 thousand for the year ended December 31, 2023.
General and Administrative Expenses General and administrative expenses increased by $305 thousand, or 17%, to $2,078 thousand for the year ended December 31, 2025, compared to $1,773 thousand for the year ended December 31, 2024.
Investing Activities Net cash provided by investing activities increased by $0.7 million to $2.9 million for the year ended December 31, 2024, compared to $1.2 million net cash used for investing activities for the year ended December 31, 2023.
Investing Activities Net cash provided by investing activities decreased by 2.01 million to $0.91 million for the year ended December 31, 2025, compared to $2.92 million net cash used for investing activities for the year ended December 31, 2024.
As of December 31, 2024, our cash, cash equivalents and short term bank deposits were $9.3 million of which $7.8 million was in cash and $1.5 million in short term bank deposits.
As of December 31, 2025, our cash, cash equivalents and short term bank deposits were $6.3 million of which $6 million was in cash and $0.3 million in restricted short term bank deposits.
As of December 31, 2024, our cash, cash equivalents and short term bank deposits were $9.3 million, of which $7.8 million was in cash and cash equivalents and $1.5 million in short term bank deposits.
As of December 31, 2025, our cash, cash equivalents and short term bank deposits were $6.3 million, of which $6 million was in cash and cash equivalents and $0.3 million in restricted short term bank deposits.
Therefore, as of December 31, 2024, we have not capitalized research and development expenses, and research and development expenses were charged to the income statement. 57 JOBS Act Transition Period Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
JOBS Act Transition Period Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Revenue Our 2024 revenues of $168 thousand were from a wave energy project agreement in Taiwan. To date, we have not yet generated significant revenue from sales of our WEC technology or power stations but we expect to generate significant revenue from product and electricity sales in the future.
Revenue Our 2025 revenues of $38 thousand were from services the group provided in connection with a feasibility study in South Africa. To date, we have not yet generated significant revenue from sales of our WEC technology or power stations but we expect to generate significant revenue from product and electricity sales in the future.
Financial Income (Expenses), Net Net financial income decreased by $317 thousand, or 58%, to $230 thousand for the year ended December 31, 2024, compared to $547 thousand for the year ended December 31, 2023.
Financial Income (Expenses), Net Net financial income decreased by $822 thousand to net financial expense of $592 thousand for the year ended December 31, 2025, compared to net financial income of $230 thousand for the year ended December 31, 2024.
We also were granted approval for a royalty-bearing grant in the aggregate amount of up to NIS 492,000 (approximately $135,000) that we have received from the Israeli Ministry of Energy pursuant to a financing agreement. To date we have received NIS 492,000 (approximately $135,000) of the grant.
In 2025 we received additional four interim payments at the amount of GBP 149,443 (approximately $202,000) from Innovate UK’s Energy Catalyst program Round 10. We also were granted approval for a royalty-bearing grant in the aggregate amount of up to NIS 492,000 (approximately $154,000) that we have received from the Israeli Ministry of Energy pursuant to a financing agreement.
We plan to continue to develop the projects in our pipeline, specifically, the construction of our pilot project at the AltaSea premises in the Port of Los Angeles and to work towards implementing our megawatt project in Portugal and/or other locations, further expand our project pipeline, conduct research and development aimed at continuing to upgrade and improve our WEC technology, continue the reinforcement of our patent portfolio, and to expand the team that will help us achieve our growth strategy.
(See Item. 4.D. – “Risk Factors — Risks Related to Our Business Operations” for risks associated with our pipeline projects and Item. 4.B. – “Business — Project Pipeline” for additional information). 50 We plan to continue to develop the projects in our pipeline and to work towards implementing our megawatt project in Portugal and/or other locations, further expand our project pipeline, conduct research and development aimed at continuing to upgrade and improve our WEC technology, continue the reinforcement of our patent portfolio, and to expand the team that will help us achieve our growth strategy.
Sales and Marketing Expenses Sales and marketing expenses decreased by $74 thousand, or 19.7%, to $301 thousand for the year ended December 31, 2024, compared to $375 thousand for the year ended December 31, 2023.
Sales and Marketing Expenses Sales and marketing expenses increased by $108 thousand, or 36%, to $409 thousand for the year ended December 31, 2025, compared to $301 thousand for the year ended December 31, 2024.
This decrease was mainly attributable to a reduction in net working capital due to collection from customers and an increase in non-cash expenses. Net cash used in operating activities of $1.82 million during the year ended December 31, 2024 primarily reflects our net loss of $2.11 million for the period.
This increase was mainly attributable to an increase in net loss. Net cash used in operating activities of $3.0 million during the year ended December 31, 2025 primarily reflects our net loss of $3.72 million for the period.
Operating loss Operating loss decreased by $75 thousand, or 3%, to $2,338 thousand for the year ended December 31, 2024, compared to $2,413 thousand for the year ended December 31, 2023. This decrease was primarily attributable to a reduction in operating expenses.
This increase was primarily attributable to depreciation and other operational costs. Operating loss Operating loss increased by $794 thousand, or 28%, to $3,132 thousand for the year ended December 31, 2025, compared to $2,338 thousand for the year ended December 31, 2024. This increase was primarily attributable to an increase in operating expenses.
Other Income Other income for the year ended December 31, 2024, amounted to $225 thousand, compared to $17 thousand for the year ended December 31, 2023. This increase was primarily attributable to $164 thousand in income from our services in connection with demonstrating a wave energy project development and the implementation thereof in the U.S.
This decrease was primarily attributable to a reduction of $36 thousand in income from our services in connection with demonstrating a wave energy project development and the implementation thereof in the U.S. and in India, and a reduction of $43 in awards received.
This increase was primarily attributable to an increase in payroll and related expenses of $62 thousand, a reduction in depreciation expenses of $15 thousand, and a reduction in other research and development expenses of $44 thousand.
This increase was primarily attributable to an increase of $230 thousand in research and development expenses in Israel, in Portugal and in Los Angeles and an increase of $20 thousand in depreciation .
This cost of sales is attributable to services we provided in connection with wave energy project in 2024 and with services we provided in connection with feasibility studies in 2023. 51 Research and Development Expenses Research and development expenses increased by $17 thousand, or 4%, to $536 thousand for the year ended December 31, 2024, compared to $519 thousand for the year ended December 31, 2023.
This cost of sales is attributable to services we provided in connection with feasibility studies in 2025 and with services we provided in connection with wave energy project in 2024.
This decrease was primarily attributable to a reduction in payroll and related expenses of $33 thousand, a reduction in travel expenses of $73 thousand and an increase in marketing activities of $32 thousand.
This increase was primarily attributable to an increase in payroll and related expenses of $44 thousand attributable to new hiring in our US subsidiary, an increase in travel expenses of $21 thousand and an increase in marketing activities of $43 thousand related mainly to our US pilot station opening in the port of L.A.
Net cash used in financing activities in the year ended December 31, 2023 consisted mainly of the principal elements of lease payments in the amount of $0.1 million. On March 7, 2019, EWP Israel signed a loan agreement with PortXL Netherlands B.V., or PortXL, to provide EWP Israel with EUR 100,000 (approximately $105,000).
On March 7, 2019, EWP Israel signed a loan agreement with PortXL Netherlands B.V., or PortXL, to provide EWP Israel with EUR 100,000 (approximately $118,000).
There have been no significant proceeds in China since 2013 and there are no expected significant proceeds from near future projects in China. In addition, EWP Suzhou is also obligated to pay to CS 5% of the net proceeds from commercialization of its future projects for a term of 10 years from the date of the agreement.
There have been no significant proceeds in China since 2013 and there are no expected significant proceeds from near future projects in China.
This decrease was primarily attributable to a reduction in income from foreign exchange rate differences as a result of the U.S. dollar’s appreciation against the Swedish Kronor. 52 Net Loss Net loss increased by $242 thousand, or 13% to $2,108 thousand for the year ended December 31, 2024, compared to $1,866 thousand for the year ended December 31, 2023.
This decrease was primarily attributable to an increase in expenses from foreign exchange rate differences as a result of the Swedish Kronor and the NIS appreciations against the U.S. dollar.
This increase was mainly attributable to a $95 thousand increase in travel expenses, a $32 thousand increase in payroll and related expenses, a $27 thousand increase in depreciation, a $46 thousand reduction in professional services, a $97 thousand reduction in the director and officer insurance expenses, and a $2 thousand decrease in other services expenses.
This increase was mainly attributable to a $162 thousand increase in payroll and related expenses, a $51 thousand increase in depreciation, a $46 thousand increase in professional services, a $46 thousand increase in office rent expenses. 53 Other Income Other income for the year ended December 31, 2025, amounted to $161 thousand, compared to $225 thousand for the year ended December 31, 2024.
Removed
Army Corps of Engineers for the project, issued under Nationwide Permit 52 for water-based renewable energy generation pilot projects which authorizes us to install eight wave energy floaters on the piles of an existing concrete wharf structure on the east side of Municipal Pier One.
Added
On September 9, 2025, the Company successfully launched its first U.S. wave energy project at the Port of Los Angeles, developed in collaboration with AltaSea and Shell Marine Renewable Energy (MRE).
Removed
(See Item. 4.D. – “Risk Factors — Risks Related to Our Business Operations” for risks associated with our pipeline projects and Item. 4.B. – “Business — Project Pipeline” for additional information).
Added
Research and Development Expenses Research and development expenses increased by $197 thousand, or 37%, to $733 thousand for the year ended December 31, 2025, compared to $536 thousand for the year ended December 31, 2024.
Removed
The remaining $61 thousand was attributable to a Vital Voice Global Partnership award of $25 thousand and an EUR 20 thousand ($21 thousand) EDF Pulse Award in the category of developing a profitable, decentralized wave energy technology.
Added
As of December 31, 2025 we recorded an income of $15 thousand from realization of foreign currency translation reserve on foreign subsidiaries disposed off in 2025.
Removed
This increase was primarily attributable to depreciation and other operational costs in connection with the commencement of the Jaffa Port project’s operation and the subsequent connection to the Israeli national power grid.
Added
Net Loss Net loss increased by $1,616 thousand, or 77% to $3,724 thousand for the year ended December 31, 2025, compared to $2,108 thousand for the year ended December 31, 2024.
Removed
In July 2019, we conducted our initial public offering on Nasdaq First North, in which we raised approximately SEK 111.6 million ($11.95 million) in net proceeds, which represented that majority of the net cash provided by financing activities in the year ended December 31, 2019.
Added
Financing Activities Net cash provided by financing activities decreased by $2.8 million to net cash usage of $0.2 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $2.6 million for the year ended December 31, 2024.
Removed
In July 2021, we completed an underwritten public offering on Nasdaq Capital Market in which we raised approximately $7.96 million in net proceeds, which represented the majority of the net cash provided by financing activities in the year ended December 31, 2021. As of December 31, 2024, we also have indebtedness from loans received from a related party.
Added
Therefore, as of December 31, 2025, we have not capitalized research and development expenses, and research and development expenses were charged to the income statement.
Removed
Research and development expenses Research and development expenses are recorded in accordance with the accounting policies detailed in Note 2(n) to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

34 edited+20 added−2 removed23 unchanged
Biggest changeAll of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. We amended our employment agreement with our Chief Executive officer, Ms. Inna Braverman, to provide that upon a change of control, as defined in the amended agreement, Ms.
Biggest changeAckermann $ 10 - 10 Total $ 823 104 927 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Mr. Andersson has over 40 years of managing and leadership experience serving as both Chief Executive Officer, Chief Operations Officer and on the board of directors of several companies. In addition to his current service as Chairman of the Board, Mr.
Andersson has over 40 years of managing and leadership experience serving as both Chief Executive Officer, Chief Operations Officer and on the board of directors of several companies. In addition to his current service as Chairman of the Board, Mr.
Mr. Yehuda has over 20 years of experience as a Chief Financial Officer and has an additional decade of experience providing advisory, initial public offering and audit services to public and private companies in Israel. From 1999 and until November 2020, Mr. Yehuda served as the Chief Financial Officer of Turbochrome Ltd.
Yehuda has over 20 years of experience as a Chief Financial Officer and has an additional decade of experience providing advisory, initial public offering and audit services to public and private companies in Israel. From 1999 and until November 2020, Mr. Yehuda served as the Chief Financial Officer of Turbochrome Ltd.
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, the issuance of bonus shares, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, a bonus issue, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, the issuance of bonus shares, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, a bonus issue, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.
Inna was recognized by Wired Magazine as one of the “Females Changing the World”, by Fast Company as one of the world’s “Most Creative People in Business for 2020” and is the winner of the United Nations “Global Climate Action Award”. 58 Aharon Yehuda, Chief Financial Officer Mr. Aharon Yehuda has served as our Chief Financial Officer since December 2020.
Inna was recognized by Wired Magazine as one of the “Females Changing the World”, by Fast Company as one of the world’s “Most Creative People in Business for 2020” and is the winner of the United Nations “Global Climate Action Award”. Aharon Yehuda, Chief Financial Officer Mr. Aharon Yehuda has served as our Chief Financial Officer since December 2020. Mr.
Notwithstanding events that may give rise to adjustments as described above, the exercise price may never be lower than the par value of the Company’s shares. 62 F. Action to Recover Erroneously Awarded Compensation. [Not applicable.]
Notwithstanding events that may give rise to adjustments as described above, the exercise price may never be lower than the par value of the Company’s shares. F. Action to Recover Erroneously Awarded Compensation. [Not applicable.]
The following table presents all compensation paid by us to each of our directors and senior managers for the year ended December 31, 2024. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.
The following table presents all compensation paid by us to each of our directors and senior managers for the year ended December 31, 2025. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.
We refer to Program A and Program B as the Programs. Each warrant issued under the Programs entitles the holder to subscribe for our common shares at a specified exercise price during a specified subscription period and may only be exercised for a whole number of shares.
We refer to Program A, Program B, Program C and Program D as the Programs. Each warrant issued under the Program A and Program B entitles the holder to subscribe for our common shares at a specified exercise price during a specified subscription period and may only be exercised for a whole number of shares.
The warrant holders are entitled to subscribe for one new common share in the Company for each warrant during the period starting on June 26, 2024 up and including December 31, 2030, with the exercise price per share amounting to SEK 0.02.
The warrant holders are entitled to subscribe for one new common share in the Company for each warrant during the period starting on June 26, 2024 up to and including December 31, 2032, with the exercise price per share amounting to SEK 0.02.
The warrant holders are entitled to subscribe for one new common share in the Company for each warrant during the period starting on June 26, 2024 up and including December 31, 2027, with the exercise price per share amounting to SEK 9.38.
The warrant holders are entitled to subscribe for one new common share in the Company for each warrant during the period starting on June 26, 2024 up to and including December 31, 2035, with the exercise price per share amounting to SEK 9.38.
Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his employment with our Company. C. Board Practices. Board of Directors Our board of directors is currently composed of five members.
Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his employment with our Company. 61 C. Board Practices. Board of Directors Our board of directors is currently composed of six members.
During the year ended December 31, 2024, we did not pay any share-based compensation nor did we pay any other bonuses to our directors and senior management team. 59 All amounts reported in the tables below reflect the cost to the Company, in thousands of USD, for the year ended December 31, 2024.
During the year ended December 31, 2025, we did not pay any share-based compensation nor did we pay any other bonuses to our directors and senior management team. All amounts reported in the tables below reflect the cost to the Company, in thousands of USD, for the year ended December 31, 2025.
In addition, the Swedish Companies Act requires that our audit committee assist in the preparation of proposals for the general meeting of the Company’s shareholders relating to the resolution on the election of the auditor. D. Employees. On December 31, 2022, we had 12 full-time employees. On December 31, 2023, we had 13 full-time employees.
In addition, the Swedish Companies Act requires that our audit committee assist in the preparation of proposals for the general meeting of the Company’s shareholders relating to the resolution on the election of the auditor. 62 D. Employees. On December 31, 2023, we had 13 full-time employees. On December 31, 2024, we had 12 full-time employees.
At the annual general meeting held on June 30, 2022, it was resolved upon amending the terms for the Programs, extending the period for each program during which the warrants may be exercised for subscription of new shares.
At the annual general meeting held on June 30, 2022, it was resolved upon amending the terms for Program A and Program B, extending the period for each program during which the warrants may be exercised for subscription of new shares.
None of our employees is represented by a labor union, and we believe our employee relations are good. E. Share Ownership. See “Item 7.A.
None of our employees is represented by a labor union, and we believe our employee relations are good. E. Share Ownership. See “Item 7.A. Major Shareholders” below.
As of the date of this annual report on Form 20-F, we have not issued any warrants under either Programs. Program A Under Program A, which is an incentive program for our employees, we are permitted to issue up to a maximum of 1,055,845 warrants to purchase up to an equal number of common shares.
As of the date of this annual report on Form 20-F, no warrants have been transferred to participants under either Programs. Program A Under Program A, which is an incentive program for our employees, we are permitted to issue up to a maximum of 1,055,845 warrants to purchase up to an equal number of common shares.
At the annual general meeting held on June 27, 2024, it was resolved upon amending the terms for Program B to include Inna Braverman and David Leb in their roles as board members. The material terms of the Programs are summarized below.
At the annual general meeting held on June 27, 2024, it was resolved upon amending the terms for Program B to include Inna Braverman and David Leb in their roles as board members.
On December 31, 2024, we had 12 full-time employees. As of February 26, 2025, we had 12 full-time employees, including two executive officers. Of these employees, 11 are located in Israel and one is located in China. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel.
On December 31, 2025, we had 11 full-time employees. As of February 28, 2026, we had 11 full-time employees, including two executive officers. Of these employees, 10 are located in Israel and 1 is located in China. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel.
Our board of directors has determined that Gilles Amar is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Stock Market rules.
All members of our audit committee meet the requirements for financial literacy under the Nasdaq Stock Market rules. Our board of directors has determined that Gilles Amar is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Stock Market rules.
Arrangements for Election of Directors and Members of Management In general, members of our board of directors are elected by our shareholders and elected to serve pursuant to their appointment or election until the first annual general meeting of shareholders held thereafter.
Family Relationships There are no family relationships between any members of our executive management and our directors. 60 Arrangements for Election of Directors and Members of Management In general, members of our board of directors are elected by our shareholders and elected to serve pursuant to their appointment or election until the first annual general meeting of shareholders held thereafter.
Major Shareholders” below. 61 Share Option Plan Long-Term Incentive Plan We have established two warrant programs, as an incentive for our directors, employees and consultants: the 2020/2024:A Warrant Program, or Program A, and the 2020/2024:B Warrant Program, or Program B, both of which were approved by our shareholders in 2020 and amended in 2022.
Share Option Plan Long-Term Incentive Plan We have established four warrant programs, as an incentive for our directors, employees and consultants: the 2020/2024:A Warrant Program, or Program A, the 2020/2024:B Warrant Program, or Program B, both of which were approved by our shareholders in 2020 and amended in 2022, the 2025/2035:A Warrant Program, or Program C, and the 2025/2035:B Warrant Program, or Program D, both of which were approved by our shareholders in 2025.
The members of our audit committee include Mats Andersson, Annath Abecassis, and Gilles Amar, each of whom is “independent,” as such term is defined in under Nasdaq Stock Market rules. Gilles Amar serves as the chairman of our audit committee. All members of our audit committee meet the requirements for financial literacy under the Nasdaq Stock Market rules.
The members of our audit committee include Mats Andersson, Annath Abecassis, Gilles Amar and Hilary E. Ackermann, each of whom is “independent,” as such term is defined in under Nasdaq Stock Market rules. Gilles Amar serves as the chairman of our audit committee.
Pursuant to the terms of Program A, warrant holders are entitled to an adjustment of the number of warrants issued and/or the applicable exercise price in the event of certain corporate changes.
Pursuant to the terms of Program A, warrant holders are entitled to an adjustment of the number of shares to which each warrant entitles the holder to subscribe, and/or the applicable exercise price in the event of certain corporate changes.
Pursuant to the terms of Program B, warrant holders are entitled to an adjustment of the number of warrants issued and/or the exercise price applicable in the event of certain corporate changes.
Pursuant to the terms of Program B, warrant holders are entitled to an adjustment of the number of shares to which each warrant entitles the holder to subscribe, and/or the exercise price applicable in the event of certain corporate changes.
Under the rules and regulations of Nasdaq, a director will qualify as “independent” if our board of directors affirmatively determines that he or she has no material relationship with us. Our board of directors has determined that, of our five directors, Annath Abecassis, Mats Anderson, Gilles Amar and David Leb are “independent,” as defined under Nasdaq Stock Market Rule 5605(a)(2).
Under the rules and regulations of Nasdaq, a director will qualify as “independent” if our board of directors affirmatively determines that he or she has no material relationship with us. Our board of directors has determined that, of our six directors, Annath Abecassis, Mats Anderson, Gilles Amar, David Leb and Hilary E.
Braverman will be entitled to a cash bonus of $2.0 million. For a description of the terms of our options and option plans, referred to under Swedish law as warrants, see “Item 6. E. Share Ownership” below.
For a description of the terms of our options and option plans, referred to under Swedish law as warrants, see “Item 6. E. Share Ownership” below.
Under her leadership, the Company installed its first grid-connected wave energy array, secured a significant projects pipeline of more than 404.7MW, and became the first Israeli company to ever list on Nasdaq Stockholm.
Ms. Braverman holds a B.A. in Political Science and Government and English Language and Literature from Haifa University in Israel. Under her leadership, the Company installed its first grid-connected wave energy array, secured a significant projects pipeline of more than 404.7MW, and became the first Israeli company to ever list on Nasdaq Stockholm.
Program B Under Program B, which is an incentive program for our directors and certain consultants, we are permitted to issue up to a maximum of 527,922 warrants to purchase up to an equal number of common shares. The warrants are represented by warrant certificates issued for a certain person.
Program C Under Program C, which is an incentive program for Inna Braverman, we are permitted to issue up to a maximum of 7,256,798 warrants to purchase up to an equal number of series A shares. The warrants are represented by warrant certificates issued for a certain person.
Our board of directors performs its duties in accordance with the rules of procedure of the board of directors. Pursuant to the Swedish Companies Act, our rules of procedure are reviewed and adopted by the board of directors annually.
Ackermann are “independent,” as defined under Nasdaq Stock Market Rule 5605(a)(2). Our board of directors performs its duties in accordance with the rules of procedure of the board of directors. Pursuant to the Swedish Companies Act, our rules of procedure are reviewed and adopted by the board of directors annually.
Executive Officers and Directors The following table sets forth information regarding our executive officers and directors as of the date of this annual report on Form 20-F: Name Age Position Mats Andersson (1)(2) 76 Chairman of the Board of Directors Inna Braverman 38 Chief Executive Officer, Director Aharon Yehuda 62 Chief Financial Officer Annath Abecassis (1)(2) 53 Director David Leb (2) 62 Director Gilles Amar (1)(2) 62 Director (1) Member of the Audit Committee (2) Independent Director (as defined under Nasdaq Stock Market rules) Mats Andersson, Chairman of the Board of Directors Mats Andersson has served as our Chairman of the board since July 2020.
Executive Officers and Directors The following table sets forth information regarding our executive officers and directors as of the date of this annual report on Form 20-F: Name Age Position Mats Andersson (1)(2) 77 Chairman of the Board of Directors Inna Braverman 39 Chief Executive Officer, Director Aharon Yehuda 63 Chief Financial Officer Annath Abecassis (1)(2) 54 Director David Leb (2) 63 Director Gilles Amar (1)(2) 63 Director Hilary E.
As a result, our board of directors, as a whole, makes decisions with respect to our policies regarding compensation of our directors and officers, except that our Chief Executive Officer does not vote on any matters relating to her compensation as Chief Executive Officer. 60 Committees of the Board of Directors Audit Committee Under the Nasdaq Stock Market rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
Committees of the Board of Directors Audit Committee Under the Nasdaq Stock Market rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
Inna Braverman, Chief Executive Officer, Director Inna Braverman co-founded EWP Israel in 2011 and has served as its Chief Executive Officer since its founding in 2011 and has served as our Chief Executive Officer since our incorporation in 2019. Ms. Braverman holds a B.A. in Political Science and Government and English Language and Literature from Haifa University in Israel.
Andersson holds a Bachelor of Arts in English, Theory of Science, Astronomy from the University of Gothenburg and Master of Science in Engineering Physics from Chalmers University of Technology in Sweden. 59 Inna Braverman, Chief Executive Officer, Director Inna Braverman co-founded EWP Israel in 2011 and has served as its Chief Executive Officer since its founding in 2011 and has served as our Chief Executive Officer since our incorporation in 2019.
Salary Pension, Retirement and Other Similar Benefits Total Inna Braverman, Chief Executive Officer $ 525 86 611 Aharon Yehuda, Chief Financial Officer $ 185 20 205 Mats Andersson, Chairman of the Board of Directors $ 31 - 31 Annath Abecassis $ 19 - 19 David Leb $ 19 - 19 Gilles Amar $ 19 - 19 Total $ 798 106 904 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers.
Salary Pension, Retirement and Other Similar Benefits Total Inna Braverman, Chief Executive Officer $ 535 80 615 Aharon Yehuda, Chief Financial Officer $ 184 24 208 Mats Andersson, Chairman of the Board of Directors $ 34 - 34 Annath Abecassis $ 20 - 20 David Leb $ 20 - 20 Gilles Amar $ 20 - 20 Hilary E.
Removed
Andersson holds a Bachelor of Arts in English, Theory of Science, Astronomy from the University of Gothenburg and Master of Science in Engineering Physics from Chalmers University of Technology in Sweden.
Added
Ackermann (2) 70 Director (1) Member of the Audit Committee (2) Independent Director (as defined under Nasdaq Stock Market rules) Mats Andersson, Chairman of the Board of Directors Mats Andersson has served as our Chairman of the board since July 2020. Mr.
Removed
Amar speaks French, English, and Hebrew and has a working knowledge of Spanish. Family Relationships There are no family relationships between any members of our executive management and our directors.
Added
Amar speaks French, English, and Hebrew and has a working knowledge of Spanish. Hilary E. Ackermann Ms. Hilary E. Ackermann has been a board member since June 2025. Hilary Ackermann is an accomplished leader in energy sustainability and risk management, with over three decades of distinguished experience in the energy and financial sectors.
Added
She currently serves on the Board of Directors of Vistra Energy, where she holds the position of Chair of the Sustainability and Risk Committee and is a member of the Generation and Safety Oversight Committee. Ms.
Added
Ackermann also serves as a board member for the Hartford Funds where she is a member of the Audit Committee and chairs the Compliance and Risk Committee. Her previous roles include board positions at Dynegy Inc., Credit Suisse Holdings (USA), and Apollo Investment Corporation, as well as serving as Chief Risk Officer of Goldman Sachs Bank USA.
Added
She possesses extensive expertise in corporate governance, sustainability frameworks, and strategic risk assessment, providing valuable guidance to organizations navigating the complexities of clean energy transitions and regulatory requirements. Ackermann has been recognized among the most influential corporate board directors by WomenInc. and NACD Directorship 100. Ms. Ackerman holds a bachelor’s degree in Russian from Georgetown University.
Added
We amended our employment agreement with our Chief Executive Officer, Ms. Inna Braverman, to provide that upon a change of control, as defined in the amended agreement, Ms. Braverman will be entitled to a cash bonus of $2.0 million.
Added
As a result, our board of directors, as a whole, makes decisions with respect to our policies regarding compensation of our directors and officers, except that our Chief Executive Officer does not vote on any matters relating to her compensation as Chief Executive Officer.
Added
At the annual general meeting held on June 30, 2025, it was resolved upon amending the terms for Program A to extend the time period during which the warrants may be used for subscription of new shares from December 31, 2032 until and including December 31, 2035.
Added
It was further resolved at the annual general meeting held on June 30, 2025, to amend the terms for Program B to extend the time period during which the warrants may be used for subscription of new shares from December 31, 2027 until and including December 31, 2035, as well as removing the premium corresponding to the market value of the warrants at the respective transfer date when the Company/ Eco Wave Power Ltd. transfer the warrants to the participants.
Added
Instead, the warrants are transferred free of charge to the participants. The material terms of the Programs are summarized below.
Added
Notwithstanding events that may give rise to adjustments as described above, the exercise price may never be lower than the par value of the Company’s shares. 63 Program B Under Program B, which is an incentive program for our directors and certain consultants, we are permitted to issue up to a maximum of 527,922 warrants to purchase up to an equal number of common shares.
Added
The warrants are represented by warrant certificates issued for a certain person. Warrant certificates are issued by the company in connection with the issuance of the warrants as well as for exchanges and conversions of warrant certificates in connection with transfers and when otherwise required.
Added
The warrant holders are entitled to subscribe for one new share of series A in the Company for each warrant during the subscription period(s) determined for issue(s) of new shares resolved by the general meeting or the board of directors of the Company during the period commencing upon registration with the Swedish Companies Registration Office until and including December 31, 2035, with the exercise price per share amounting to SEK 0.02.
Added
Pursuant to the terms of Program C, warrant holders are entitled to an adjustment of the number of shares to which each warrant entitles the holder to subscribe, and/or the applicable exercise price in the event of certain corporate changes.
Added
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, a bonus issue, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.
Added
Notwithstanding events that may give rise to adjustments as described above, the exercise price may never be lower than the par value of the Company’s shares.
Added
Program D Under Program D, which is an incentive program for David Leb, we are permitted to issue up to a maximum of 7,256,798 warrants to purchase up to an equal number of shares of series A. The warrants are represented by warrant certificates issued for a certain person.
Added
Warrant certificates are issued by the company in connection with the issuance of the warrants as well as for exchanges and conversions of warrant certificates in connection with transfers and when otherwise required. 64 The warrant holders are entitled to subscribe for one new share of series A in the Company for each warrant during the subscription period(s) determined for issue(s) of new shares resolved by the general meeting or the board of directors of the Company during the period commencing upon registration with the Swedish Companies Registration Office until and including December 31, 2035, with the exercise price per share amounting to SEK 0.02.
Added
Pursuant to the terms of Program D, warrant holders are entitled to an adjustment of the number of shares to which each warrant entitles the holder to subscribe, and/or the applicable exercise price in the event of certain corporate changes.
Added
Events giving rise to an adjustment in certain cases include, among other things, new issuance of shares, an issuance of additional warrants or convertible debentures, a bonus issue, in each case, assuming that the preemptive rights for the issued warrants have not been waived, a consolidation or a share split or if the Company under other circumstances directs an offer to the shareholders, assuming that the preemptive rights associated with such warrants (pursuant to the principles set forth in Chapter 13, section 1 of the Swedish Companies Act) have not been waived, to purchase securities or rights of any kind from the Company.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

8 edited+2 added−0 removed14 unchanged
Biggest change(1) The percentages shown are based on 46,733,844 Common Shares issued and outstanding as of February 26, 2025. 63 Changes in Ownership of Major Shareholders Over the course of 2024, there was a decrease in the percentage ownership of our major shareholders from 56% on December 31, 2023 to 50% on December 31, 2024, mainly due to public offering of 3 million ADSs, representing 2.4 million Common Shares.
Biggest change(1) The percentages shown are based on 46,717,308 Common Shares issued and outstanding as of February 26, 2026. 65 Changes in Ownership of Major Shareholders Over the course of 2025, there was a decrease in the percentage ownership of our major shareholders from 50% on December 31, 2024, to 49.86% on December 31, 2025 mainly due to share repurchasing of 5,067 ADSs representing 40,536 common shares in June 2025 and issuance of 3,000 ADSs representing 24,000 common shares to a vendor.
In addition, Ms. Braverman sold 33,600 ADSs, pursuant to a Rule 10b5-1 plan, representing 268,800 of our common shares, in December 2024. Over the course of 2023, there were no increases or decreases in the percentage ownership of our major shareholders. Over the course of 2022, there were no increases or decreases in the percentage ownership of our major shareholders.
In addition, Ms. Braverman sold 33,600 ADSs, pursuant to a Rule 10b5-1 plan, representing 268,800 of our common shares, in December 2024. Over the course of 2023, there were no increases or decreases in the percentage ownership of our major shareholders.
Shareholder and Director Loans Pursuant to a loan received in 2011, on May 13, 2019, EWP Israel entered into loan agreements with David Leb, a shareholder of the Company and a member of our board of directors, in the amounts of $200,000 (the First Shareholder Loan) and $800,000 (the Second Shareholder Loan). 64 According to the terms of the First Shareholder Loan, EWP Israel agreed to repay the borrowed amount through monthly payments of $666, commencing from January 2019.
Shareholder and Director Loans Pursuant to a loan received in 2011, on May 13, 2019, EWP Israel entered into loan agreements with David Leb, a shareholder of the Company and a member of our board of directors, in the amounts of $200,000 (the First Shareholder Loan) and $800,000 (the Second Shareholder Loan). 66 According to the terms of the First Shareholder Loan, EWP Israel agreed to repay the borrowed amount through monthly payments of $666, commencing from January 2019.
The following table sets forth information regarding beneficial ownership of our Common Shares as of February 26, 2025, by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Common Shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
The following table sets forth information regarding beneficial ownership of our Common Shares as of February 26, 2026, by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Common Shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
Common Shares issuable under share options that are exercisable within 60 days after February 26, 2025 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Common Shares issuable under share options that are exercisable within 60 days after February 26, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depository of the ADSs, as of February 11, 2025, there were a total of 78 holders of record of our ADSs on record with the Depository Trust Company.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depository of the ADSs, as of February 26, 2026, there were a total of 78 holders of record of our ADSs on record with the Depository Trust Company.
Record Holders As of February 11, 2025, there were 1,862 shareholders of record of our Common Shares, of which eight had registered addresses in the United States.
Record Holders As of February 26, 2026, there were 1,864 shareholders of record of our Common Shares, of which eight had registered addresses in the United States.
No. of Shares Beneficially Owned Percentage owned (1) Holders of more than 5% of our voting securities: David Leb 11,850,902 25.36 % Inna Braverman 11,481,200 24.57 % Directors and executive officers who are not 5% holders: Aharon Yehuda — — Annath Abecassis — — Mats Andersson * * Gilles Amar * * All directors and executive officers as a group (5 persons) * 49.93 % * Less than 1%.
No. of Shares Beneficially Owned Percentage owned (1) Holders of more than 5% of our voting securities: David Leb 11,850,200 25.37 % Inna Braverman 11,441,200 24.49 % Directors and executive officers who are not 5% holders: Aharon Yehuda — — Annath Abecassis — — Mats Andersson * * Gilles Amar * * Hilary E.
Added
Ackermann * * All directors and executive officers as a group (6 persons) 49.86 % * Less than 1%.
Added
In addition, Ms. Braverman sold 5,000 ADSs, representing 40,000 of our common shares, in September 2025. Over the course of 2024, there was a decrease in the percentage ownership of our major shareholders from 56% on December 31, 2023 to 50% on December 31, 2024, mainly due to public offering of 3 million ADSs, representing 2.4 million Common Shares.