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What changed in Wearable Devices Ltd.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Wearable Devices Ltd.'s 2023 and 2024 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 2024 report.

+586 added−374 removedSource: 20-F (2025-03-20) vs 20-F (2024-03-15)

Top changes in Wearable Devices Ltd.'s 2024 20-F

586 paragraphs added · 374 removed · 279 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−5 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Reserved] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 Summary Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY. 34 A. History and Development of the Company. 34 B. Business Overview. 35 C.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Reserved] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 Summary Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY. 34 A. History and Development of the Company. 34 B. Business Overview. 34 C.
Removed
Organizational Structure. 54 D. Property, Plants and Equipment. 54 ITEM 4A. UNRESOLVED STAFF COMMENTS. 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS. 55 A. Operating Results. 55 B. Liquidity and Capital Resources. 58 C. Research and development, patents and licenses, etc. 62 D. Trend information. 62 E. Critical Accounting Estimates. 62 ITEM 6.
Added
Organizational Structure. 54 D. Property, Plants and Equipment. 54
Removed
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES. 64 A. Directors and Senior Management. 64 B. Compensation. 67 C. Board Practices. 68 D. Employees. 82 E. Share Ownership. 82 F. Action to Recover Erroneously Awarded Compensation 82 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. 83 A. Major Shareholders. 83 B. Related Party Transactions. 85 C.
Removed
Interests of Experts and Counsel. 86 ITEM 8. FINANCIAL INFORMATION. 86 A. Consolidated Statements and Other Financial Information. 86 B. Significant Changes. 86 ITEM 9. THE OFFER AND LISTING. 87 A. Offer and Listing Details. 87 B. Plan of Distribution. 87 C. Markets. 87 D. Selling Shareholders. 87 E. Dilution. 87 F. Expenses of the Issue. 87 ITEM 10.
Removed
ADDITIONAL INFORMATION. 87 A. Share Capital. 87 B. Memorandum and Articles of Association. 87 C. Material Contracts. 88 D. Exchange Controls. 88 E. Taxation. 88 F. Dividends and Paying Agents. 97 G. Statement by Experts. 97 H. Documents on Display. 97 I. Subsidiary Information. 97 J. Annual Report to Security Holders. 97 ITEM 11.
Removed
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 98

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

57 edited+207 added−24 removed230 unchanged
Biggest changeSummary Risk Factors Risks Related to Our Business ● There is no assurance that wrist SNC will be the dominant input method in the wearable computing and consumer electronics industry; ● If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be affected; ● If we are unable to develop and introduce new gesture input functions and improve existing functions in a cost-effective and timely manner, our business, results of operations and financial condition would be adversely affected; ● Our current and future products and services may experience quality problems from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue and operating margin, and harm to our brand; ● The period of time from a license agreement to implementation of our technology is long and we are subject to the risks of cancellation or postponement of the contract or unsuccessful implementation; ● We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a single contract manufacturer; ● We are a growth company with limited operating history.
Biggest changeThere can be no assurance that we will enter into license agreements, which could adversely affect our future business, results of operations and financial condition; ● There is no assurance that wrist SNC will be the dominant input method in the wearable computing and consumer electronics industry; ● If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be affected; ● If we are unable to develop and introduce new gesture input functions and improve existing functions in a cost-effective and timely manner, our business, results of operations and financial condition would be adversely affected; ● Our current and future products and services may experience quality problems from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue and operating margin, and harm to our brand; ● The period of time from a license agreement to implementation of our technology is long and we are subject to the risks of cancellation or postponement of the contract or unsuccessful implementation; ● We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a single contract manufacturer; ● Our actual or perceived failure to comply with legal obligations with respect to personal information and customer data could harm our business. 1 Risks Related to the Industry in Which We Operate ● The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all; ● The market for wearable computing devices is still in the early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed; ● If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.
We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following: ● inability to satisfy demand for our products; ● reduced control over delivery timing and product reliability; ● reduced ability to oversee the manufacturing process and components used in our products; ● reduced ability to monitor compliance with our product manufacturing specifications; ● reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturers; ● price increases; ● the failure of a key supplier, contract manufacturer, or logistics provider to perform its obligations to us for technical, market, or other reasons; ● difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturers; ● shortages of materials or components; ● misappropriation of our intellectual property; ● exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured; ● changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located; ● the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and ● insufficient warranties and indemnities on components supplied to our contract manufacturers. 7 Our future success depends on the continuing efforts of our key employees, including our founders, Asher Dahan, Guy Wagner and Leeor Langer, and on our ability to attract and retain highly skilled personnel and senior management.
We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following: ● inability to satisfy demand for our products; ● reduced control over delivery timing and product reliability; ● reduced ability to oversee the manufacturing process and components used in our products; ● reduced ability to monitor compliance with our product manufacturing specifications; ● reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturers; ● price increases; ● the failure of a key supplier, contract manufacturer, or logistics provider to perform its obligations to us for technical, market, or other reasons; ● difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturers; ● shortages of materials or components; ● misappropriation of our intellectual property; ● exposure to natural catastrophes, political unrest, war, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured; ● changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located; ● the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and ● insufficient warranties and indemnities on components supplied to our contract manufacturers. 7 Our future success depends on the continuing efforts of our key employees, including our founders, Asher Dahan, Guy Wagner and Leeor Langer, and on our ability to attract and retain highly skilled personnel and senior management.
We are dependent on third-party application stores that may prevent us from timely updating our applications, building new features, integrations, capabilities and enhancements or charging for access. We distribute the mobile Mudra Inspire, Mudra Band application, and other future applications, through smartphone and tablet application stores managed by Apple and Google, among others.
We are dependent on third-party application stores that may prevent us from timely updating our applications, building new features, integrations, capabilities and enhancements or charging for access. We distribute the mobile Mudra Inspire, Mudra Band application, and other future applications, through smartphone and tablet application stores managed by Apple and Google LLC, or Google, among others.
This will require us to invest resources in research and development and also require that we: ● design new innovative, intuitive natural and accurate gestures to suit a large variety of wearable computing devices, operating system platforms and form factors, that differentiate our products from those of our competitors; ● integrate successfully the hardware and the software into consumer electronics companies’ products; ● respond effectively to technological changes or product announcements by our competitors; and ● adjust to changing market conditions and consumer preferences quickly and cost-effectively. 3 If there are delays in or we fail to complete our existing and new development programs, we may not be able to meet the requirements, needs and preferences of our customers and consumers and our results of operations and financial condition would be adversely affected.
This will require us to invest resources in research and development and also require that we: ● design new innovative, intuitive natural and accurate gestures to suit a large variety of wearable computing devices, operating system platforms and form factors, that differentiate our products from those of our competitors; ● integrate successfully the hardware and the software into consumer electronics companies’ products; ● respond effectively to technological changes or product announcements by our competitors; and ● adjust to changing market conditions and consumer preferences quickly and cost-effectively. 4 If there are delays in or we fail to complete our existing and new development programs, we may not be able to meet the requirements, needs and preferences of our customers and consumers and our results of operations and financial condition would be adversely affected.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Israeli legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. We will follow Israeli laws and regulations that are applicable to Israeli companies.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Israeli legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. 20 We will follow Israeli laws and regulations that are applicable to Israeli companies.
In the event that our Ordinary Shares price does not exceed the exercise price of such Warrants during the period when such Warrants are exercisable, the Warrants may not have any value. 20 The JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market price of our securities.
In the event that our Ordinary Shares price does not exceed the exercise price of such Warrants during the period when such Warrants are exercisable, the Warrants may not have any value. 19 The JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market price of our securities.
If we are unable to raise additional funds through equity or debt financing when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. 16 Our operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our securities to decline.
If we are unable to raise additional funds through equity or debt financing when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. 15 Our operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our securities to decline.
Risks Related to Operations in Israel ● Conditions in Israel, including implications of political, economic and military instability arising from the Israel-Hamas war , affect our operations and may limit our ability to produce or sell our products and our ability to raise additional funds; ● We may be subject to the limitations resulting from our receipt of Israeli government grants for certain of our research and development activities, the terms of which may require us to pay royalties and to satisfy specified conditions; ● Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, us, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Risks Related to Operations in Israel ● Conditions in Israel, including implications of political, economic and military instability arising from the multi-front war , affect our operations and may limit our ability to produce or sell our products and our ability to raise additional funds; ● We may be subject to the limitations resulting from our receipt of Israeli government grants for certain of our research and development activities, the terms of which may require us to pay royalties and to satisfy specified conditions; ● Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, us, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
There can be no assurance that our advertising and other marketing efforts will result in increased sales of our products and services. 9 We depend on third-party data center service providers. Any disruption in the operation of the data center facilities or failure to renew the services could adversely affect our business.
There can be no assurance that our advertising and other marketing efforts will result in increased sales of our products and services. 10 We depend on third-party data center service providers. Any disruption in the operation of the data center facilities or failure to renew the services could adversely affect our business.
These events and conditions, along with other matters, indicated that a material uncertainty existed as of December 31, 2023, that could cast significant doubt on our ability to continue as a going concern. The financial statements for the year ended December 31, 2023 have been prepared assuming that we will continue as a going concern.
These events and conditions, along with other matters, indicated that a material uncertainty existed as of December 31, 2024, that could cast significant doubt on our ability to continue as a going concern. The financial statements for the year ended December 31, 2024 have been prepared assuming that we will continue as a going concern.
If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be adversely affected. 12 An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services. Our products and services may be considered discretionary items for consumers.
If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be adversely affected. 13 An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services. Our products and services may be considered discretionary items for consumers.
In part because we have incurred losses in each year since our inception, our audited consolidated financial statements for the period ended December 31, 2023 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
In part because we have incurred losses in each year since our inception, our audited consolidated financial statements for the period ended December 31, 2024 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Specifically, holders of the Warrants may exercise their right to acquire Ordinary Shares and pay an exercise price of $4.00 per Ordinary Share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.
Specifically, holders of the Warrants may exercise their right to acquire Ordinary Shares and pay an exercise price of $160.00 per Ordinary Share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.
We have a limited operating history and only a preliminary and unproven business plan upon which investors may evaluate our prospects. Although we have produced a working development kit, the Mudra Inspire, we have not mass produced any product planned for global consumers.
We have a limited operating history and only a preliminary and unproven business plan upon which investors may evaluate our prospects. Although we have produced a working development kit – the Mudra Development Kit (formerly named Mudra Inspire) – we have not mass produced any product planned for global consumers.
We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and our actual or perceived failure to comply with such obligations could harm our business.
We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, cybersecurity, and data protection, and our actual or perceived failure to comply with such obligations could harm our business.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2024.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
For example, in October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack and more based on the watch’s Inertial Measurement Unit (IMU) and Photoplethysmography (PPG) sensors.
In October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack and more based on the watch’s inertial measurement unit, or IMU, and photoplethysmography, or PPG, sensors.
If our revenue does not increase to offset these increases in our operating expenses, we may not be profitable in future periods. 18 Risks Related to the Ownership of the Ordinary Shares and Warrants Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 32.2% of our Ordinary Shares and they will be able to exert significant control over matters submitted to our shareholders for approval.
If our revenue does not increase to offset these increases in our operating expenses, we may not be profitable in future periods. 17 Risks Related to the Ownership of the Ordinary Shares and Warrants Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 18.7% of our Ordinary Shares and they will be able to exert significant control over matters submitted to our shareholders for approval.
We continue to see increased regulation of privacy cybersecurity and data protection, including the adoption of more stringent subject matter specific state laws in the United States. For example, in 2018, California enacted the CCPA, which took effect on January 1, 2020.
We continue to see increased regulation of privacy cybersecurity and data protection, including the adoption of more stringent subject matter specific state laws in the United States. For example, in 2018, California enacted the California Consumer Privacy Act, or the CCPA, which took effect on January 1, 2020.
We expect that this trend will continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including: ● the level of demand for our neural input devices and our ability to maintain or increase the size and engagement of our users; ● the demand and volume of our licensing agreements with third-party companies such as computer electronics manufacturers; ● the continued market acceptance of, and the growth of the market for, neural input technology for wearable computing devices; ● the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our market; ● pricing pressure as a result of competition or otherwise; ● delays or disruptions in our supply, manufacturing, or distribution chain; ● errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs, or both; ● the mix of products sold in a reported period; ● seasonal buying patterns of consumers; ● increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive; ● insolvency, credit, or other difficulties confronting our suppliers, contract manufacturers, or logistics providers leading to disruptions in our supply or distribution chain; ● levels of product returns, stock rotation, and price protection rights; ● adverse litigation judgments, settlements, or other litigation-related costs; ● changes in the legislative or regulatory environment, such as with respect to privacy, information security, consumer product safety, and advertising; ● product recalls, regulatory proceedings, or other adverse publicity about our products; ● fluctuations in foreign exchange rates; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; ● the overall global political and economic environment in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them; and ● general economic conditions in either domestic or international markets. 17 Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.
We expect that this trend will continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including: ● the level of demand for our neural input devices and our ability to maintain or increase the size and engagement of our users; ● the demand and volume of our licensing agreements with third-party companies such as computer electronics manufacturers; ● the continued market acceptance of, and the growth of the market for, neural input technology for wearable computing devices; ● the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our market; ● pricing pressure as a result of competition or otherwise; ● delays or disruptions in our supply, manufacturing, or distribution chain; ● errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs, or both; ● the mix of products sold in a reported period; ● seasonal buying patterns of consumers; ● increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive; ● insolvency, credit, or other difficulties confronting our suppliers, contract manufacturers, or logistics providers leading to disruptions in our supply or distribution chain; ● levels of product returns, stock rotation, and price protection rights; ● adverse litigation judgments, settlements, or other litigation-related costs; ● changes in the legislative or regulatory environment, such as with respect to privacy, information security, consumer product safety, and advertising; ● product recalls, regulatory proceedings, or other adverse publicity about our products; ● fluctuations in foreign exchange rates; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; ● the overall global political and economic environment in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the recent multi-front war that Israel is facing; and ● general economic conditions in either domestic or international markets. 16 Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.
However, we estimate there will be a three-to-five-year period from the time we are first introduced to such a customer to signing a licensing agreement and as of March 13, 2024, we have not entered into any licensing agreements. This is a significant amount of time and negotiations may break down during the course of such negotiations.
However, we estimate there will be a three-to-five-year period from the time we are first introduced to such a customer to signing a licensing agreement and as of March 19, 2025, we have not entered into any licensing agreements. This is a significant amount of time and negotiations may break down during the course of such negotiations.
U.S. taxpayers that hold the Ordinary Shares and Warrants are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to the Ordinary Shares and Warrants in the event that we are a PFIC. See “
U.S. taxpayers that hold the Ordinary Shares and Warrants are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to the Ordinary Shares and Warrants in the event that we are a PFIC. See “Item 10.E.
Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy for the individuals affected by the incident.
Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy for the individuals affected by the incident. In the United States, the U.S.
Any failure or perceived failure by us, our products or our platform to comply with new or existing U.S., EU or other foreign privacy, cybersecurity or data protection laws, regulations, policies, industry standards or legal obligations, any failure to bind our suppliers and contractors to appropriate agreements or to manage their practices or any systems failure or security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other data relating to customers or individuals may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, fines and penalties, adverse publicity or potential loss of business.
Any failure or perceived failure by us, our products or our platform to comply with new or existing U.S., EU or other foreign privacy, cybersecurity or data protection laws, regulations, policies, industry standards or legal obligations, any failure to bind our suppliers and contractors to appropriate agreements or to manage their practices or any systems failure or security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other data relating to customers or individuals may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, fines and penalties, adverse publicity or potential loss of business. 9 We rely on third-party application stores to distribute our mobile application.
As of December 31, 2023, we incurred accumulated losses of approximately $21.2 million. A going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise in the future. Further financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.
As of December 31, 2024, we incurred accumulated losses of approximately $29.1 million. A going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise in the future. Further financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.
Risks Related to Ownership of our Ordinary Shares and Warrants ● Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 32.2% of our Ordinary Shares and are able to exert significant control over matters submitted to our shareholders for approval; ● Our Warrants, which are speculative in nature, are listed on Nasdaq separately and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares; ● Certain warrant holders may be entitled to receive additional Ordinary Shares, to the extent we engage in future dilutive issuances; ● We do not know whether a market for the Ordinary Shares or Warrants will be sustained or what the trading price of the Ordinary Shares or Warrants will be.
Risks Related to Ownership of our Ordinary Shares and Warrants ● Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 18.7% of our Ordinary Shares and are able to exert significant control over matters submitted to our shareholders for approval; ● Our Warrants, which are speculative in nature, are listed on Nasdaq separately and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares; ● We do not know whether a market for the Ordinary Shares or Warrants will be sustained or what the trading price of the Ordinary Shares or Warrants will be.
As of March 13, 2024, our current officers and directors and holders of more than 5% of our Ordinary Shares beneficially own an aggregate of approximately 32.2% of our Ordinary Shares. Consequently, they are able to exert significant control over matters submitted to our shareholders for approval.
As of March 19, 2025, our current officers and directors and holders of more than 5% of our Ordinary Shares beneficially own an aggregate of approximately 18.7% of our Ordinary Shares. Consequently, they are able to exert significant control over matters submitted to our shareholders for approval.
Cyberattacks, computer malware, and other compromises of information security measures or malicious internet-based activity continue to increase, and cloud-native platform providers of products and services have been targeted, resulting in breaches of their information security, and are expected to continue to be targeted.
Cyberattacks, computer malware, and other compromises of information security measures or malicious internet-based activity continue to increase, and cloud-native platform providers of products and services have been targeted, resulting in breaches of their information security, and are expected to continue to be targeted. We and our third-party vendors are at risk of suffering from similar attacks and breaches.
We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our Ordinary Shares could be delisted from Nasdaq.
Because the Warrants are traded on Nasdaq, investors may be provided with an arbitrage opportunity that could depress the price of our Ordinary Shares. 18 We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our Ordinary Shares could be delisted from Nasdaq.
These regulations may inhibit our ability to expand into those markets or prohibit us from continuing to offer services in those markets without significant additional costs. 14 Additionally, although we endeavor to have our products and platform comply with applicable laws and regulations, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or our practices.
Additionally, although we endeavor to have our products and platform comply with applicable laws and regulations, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or our practices.
We may never be able to effectuate our business plan or achieve sufficient revenue or reach profitability; ● We invest effort and money into seeking validation of our technology and products with B2B companies.
Summary Risk Factors Risks Related to Our Business ● We are a growth company with limited operating history. We may never be able to effectuate our business plan or achieve sufficient revenue or reach profitability; ● We invest effort and money into seeking validation of our technology and products with B2B companies.
It is also possible that competitors could introduce new products and services that negatively impact consumer preferences for our input method and technology, which could result in decreased sales of our products and services and a loss in market share.
It is also possible that competitors could introduce new products and services that negatively impact consumer preferences for our input method and technology, which could result in decreased sales of our products and services and a loss in market share. Accordingly, if we fail to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.
As we rely heavily on our data center facilities, computer and communications systems, and the Internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ businesses, which could have an adverse effect on our business, operating results, and financial condition.
As we rely heavily on our data center facilities, computer and communications systems, and the Internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ businesses, which could have an adverse effect on our business, operating results, and financial condition. 14 Risks Related to Our Financial Condition and Operations Our financial statements for the year ended December 31, 2024, contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Despite our efforts, security incidents experienced by us, or by others, such as our competitors or customers, may lead to public disclosures and widespread negative publicity for us, our customers, or the construction software industry generally.
In addition, we have implemented an encryption program that encrypts the sensitive and confidential information stored by us. Despite our efforts, security incidents experienced by us, or by others, such as our competitors or customers, may lead to public disclosures and widespread negative publicity for us, our customers, or the construction software industry generally.
We and our third-party vendors are at risk of suffering from similar attacks and breaches. 10 Our products may also be subject to fraudulent usage and schemes, including third parties accessing customer accounts or viewing data from our platform without our authorization.
Our products may also be subject to fraudulent usage and schemes, including third parties accessing customer accounts or viewing data from our platform without our authorization.
Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. Given the breadth and depth of its obligations, working to meet the requirements of the GDPR has required significant time and resources, including a review of our technology and systems currently in use against the requirements of the GDPR.
Given the breadth and depth of its obligations, working to meet the requirements of the GDPR has required significant time and resources, including a review of our technology and systems currently in use against the requirements of the GDPR.
Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. 19 The Warrants are listed on Nasdaq separately from our Ordinary Shares and this may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares.
The Warrants are listed on Nasdaq separately from our Ordinary Shares and this may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares.
However, Israeli laws and regulations applicable to Israeli companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above. 21 Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic registrants that are non-accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year.
However, Israeli laws and regulations applicable to Israeli companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or Form 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.
Our management will have broad discretion in the allocation of the net proceeds, if any, from the exercise of the Warrants and from our recently completed public offering, which closed on November 13, 2023.
Our management will have broad discretion in the allocation of the net proceeds, if any, from the exercise of the Warrants and from our recently completed public offering, which closed on January 30, 2025. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds.
The successful assertion of one or more large claims against us could materially adversely affect our business, financial condition, results of operations, and prospects. 11 Risks Related to the Industry in Which We Operate The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.
Any of these outcomes could damage our reputation, result in the loss of valuable property and information and adversely impact our business. 12 Risks Related to the Industry in Which We Operate The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.
In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple and Facebook.
(formerly Facebook, Inc.), or Meta, and Google, and traditional peripheral and input solutions companies, such as Microsoft Corporation, or Microsoft, Logitech International S.A. and Razer Inc. In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple and Facebook.
Our success depends on our ability to anticipate and satisfy consumer preferences in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty.
All of our products are subject to changing consumer preferences that cannot be predicted with certainty.
Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by manmade problems such as terrorism. Our business is vulnerable to damage or interruption from earthquakes, fires, floods, pandemics, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, pandemics, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. The third-party systems and operations and contract manufacturers we rely on, such as the data centers we lease, are subject to similar risks.
There can be no assurance that any limitations of liability provisions with customers would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim.
There can be no assurance that any limitations of liability provisions with customers would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. The successful assertion of one or more large claims against us could materially adversely affect our business, financial condition, results of operations, and prospects.
We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services.
We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services. The digital devices input methods market has a multitude of participants, including specialized consumer electronics companies, such as Apple, Meta Platforms Inc.
Concerns regarding privacy, data protection, and information security may also cause some of our customers to stop using our products and platform and make it harder to acquire new customers. To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected.
Concerns regarding privacy, data protection, and information security may also cause some of our customers to stop using our products and platform and make it harder to acquire new customers.
We also continue to see jurisdictions imposing data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin.
We also continue to see jurisdictions imposing data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit our ability to expand into those markets or prohibit us from continuing to offer services in those markets without significant additional costs.
If we fail to sign a significant number of B2B license agreements in the future, our business, results of operations and financial condition would be adversely affected. If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.
If we fail to sign a significant number of B2B license agreements in the future, our business, results of operations and financial condition would be adversely affected. 3 There is no assurance that wrist SNC will be the dominant input method in the wearable computing and consumer electronics industry.
Similarly, many other countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and use of personal data obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often more restrictive than those in the United States.
Additionally, if third parties we work with, such as vendors, developers, or consumer electronics customers who licensed our technology, violate applicable laws, agreements, or our policies, such violations may also put our users’ information at risk and could in turn have an adverse effect on our business. 8 Similarly, many other countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and use of personal data obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often more restrictive than those in the United States.
Accordingly, if we fail to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected. 5 If we are unable to successfully comply with Apple’s “Accessory Design Guidelines for Apple Devices”, our business, results of operation and financial condition may be adversely affected.
If we are unable to successfully comply with Apple Inc.’s, or Apple, “Accessory Design Guidelines for Apple Devices”, our business, results of operation and financial condition may be adversely affected. Our consumer product, the Mudra Band, is an aftermarket accessory band for the Apple Watch which allows touchless operation and control of the watch and iPhone.
We have adopted an access control policy that requires user authentication every time there is a request to access non-public data. In addition, we have implemented an encryption program that encrypts the sensitive and confidential information stored by us.
To protect customers’ information, we have adopted multiple security measures that address security risks associated with data transmission, usage, storage, export and presentation. We have adopted an access control policy that requires user authentication every time there is a request to access non-public data.
Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data. We are also contractually required to notify certain customers of certain data security breaches. To protect customers’ information, we have adopted multiple security measures that address security risks associated with data transmission, usage, storage, export and presentation.
To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected. 11 Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data. We are also contractually required to notify certain customers of certain data security breaches.
Further, our sales could be less than forecast if the product device is unsuccessful, due to reasons related or unrelated to our technology. Long development cycles and product cancellations or postponements may adversely affect our business, results of operations and financial condition. 4 We are a growth company with limited operating history.
Further, our sales could be less than forecast if the product device is unsuccessful, due to reasons related or unrelated to our technology.
If the use of the internet is adversely affected by these issues, demand for our services could suffer. 13 Our business is subject to a variety of U.S. and international laws and regulations, including those regarding privacy, cybersecurity and data protection.
If the use of the internet is adversely affected by these issues, demand for our services could suffer. Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by manmade problems such as terrorism.
General Risk Factors ● We incur significant costs as a result of our being a public company.
General Risk Factors ● We incur significant costs as a result of our being a public company. Our management is required to devote substantial time to compliance with ongoing SEC and Nasdaq requirements; 2 Risks Related to Our Business We are a growth company with limited operating history.
In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares or Warrants, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Ordinary Shares or Warrants to decline further.
A suspension or delisting would likely decrease the attractiveness of our Ordinary Shares to investors and cause the trading volume of our Ordinary Shares to decline, which could result in a further decline in the market price of our Ordinary Shares. The Warrants are speculative in nature.
Any failure of our platform to comply with applicable laws and regulations could harm our business, operating results and financial condition.
Failure to comply with, or material changes to, the laws and regulations that affect our global operations could have an adverse effect on our business, results of operations and financial condition. 30 Our operating margins may decline as a result of increasing product costs.
Removed
There can be no assurance that we will enter into license agreements, which could adversely affect our future business, results of operations and financial condition. ● Our actual or perceived failure to comply with legal obligations with respect to personal information and customer data could harm our business.
Added
Long development cycles and product cancellations or postponements may adversely affect our business, results of operations and financial condition. 5 If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected. Our success depends on our ability to anticipate and satisfy consumer preferences in a timely manner.
Removed
Risks Related to the Industry in Which We Operate ● The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all; 1 ● The market for wearable computing devices is still in the early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed; ● If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.
Added
In addition, various U.S. state privacy laws in that became effective in 2024, and upcoming laws in various other states taking effect in 2025, impose additional obligations that vary by jurisdiction. Compliance requirements continue to evolve, creating additional operational challenges and potential liabilities. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
Removed
Our management is required to devote substantial time to compliance with ongoing SEC and Nasdaq requirements; ● There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, which could result in a de-listing of our Ordinary Shares or Warrants. 2 Risks Related to Our Business There is no assurance that wrist SNC will be the dominant input method in the wearable computing and consumer electronics industry.
Added
For example, under the General Data Protection Regulation in Europe, or the GDPR, and its UK equivalent, or the U.K. GDPR, and the CCPA, non-compliance could result in fines, penalties, or sanctions, including penalties of up to 4% of annual worldwide turnover or EUR 20 million (approximately $21 million), whichever is greater.
Removed
Our consumer product, the “Mudra Band”, is an aftermarket accessory band for the Apple Watch which allows touchless operation and control of the watch and iPhone.
Added
Moreover, as global legislation, enforcement, and policy activity expand, we are subject to increasingly complex and varying international, federal, and state data privacy and cybersecurity laws, including those requiring specific protections for the transfer, storage, and use of personal data. Ensuring compliance with these laws, such as the GDPR, U.K.
Removed
A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
Added
GDPR, CCPA, and similar legislation in other jurisdictions, is costly and resource-intensive, and failure to comply could result in significant financial and reputational harm.
Removed
Additionally, if third parties we work with, such as vendors, developers, or consumer electronics customers who licensed our technology, violate applicable laws, agreements, or our policies, such violations may also put our users’ information at risk and could in turn have an adverse effect on our business. 8 We rely on third-party application stores to distribute our mobile application.
Added
Significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements.
Removed
The digital devices input methods market has a multitude of participants, including specialized consumer electronics companies, such as Apple Inc., or Apple, Facebook, Inc., or Facebook, and Google LLC, and traditional peripheral and input solutions companies, such as Microsoft Corporation, Logitech International S.A. and Razer.
Added
Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we or our customers operate, can materially adversely affect our business and financial statements.
Removed
Our operations may from time to time involve cross-border transfer of data, which may subject us and our customers that use our products to privacy, cybersecurity and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of personal data, financial data, health or other similar data and general cybersecurity.
Added
For example, President Donald Trump has signed executive orders imposing tariffs on certain imports from Mexico, Canada and China, although some have been delayed.
Removed
Multiple jurisdictions have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of information, including personally identifiable information of individuals. In the United States, the U.S.
Added
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
Removed
For example, the EU has adopted the GDPR, which enhances data protection obligations for businesses and requires service providers (data processors) processing personal data on behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.
Added
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.
Removed
The third-party systems and operations and contract manufacturers we rely on, such as the data centers we lease, are subject to similar risks.
Added
Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business.
Removed
Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeOur company’s vision is to create a world in which the user’s hand becomes a universal input device for touchlessly interacting with technology. We believe that our technology is setting the standard input interface for the Metaverse. At CES 2024, the Mudra Band won global recognition and was featured by the tech magazines Mashable and VentureBeat.
Biggest changeIn September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for orders and we have started shipping the Mudra Link to customers in the first quarter of 2025. 34 Our vision is to create a world in which the user’s hand becomes a universal input device to touchlessly interacting with technology.
By integrating our Mudra technology with AR glasses, our business customers can: ● Manufacture a stylish, light weight, and smaller form factor pair of glasses, by removing the gesture recognition hardware from the device; ● Reduce research and development costs related to the development of hardware and software for the gesture camera; ● Increase device battery life by eliminating central processing units and sensor gesture recognition related power consumption; ● Offer a natural and intuitive interaction experience which does not block real-world view and is discrete and socially acceptable; and ● Provide an input solution that works well indoors and outdoors, is not dependent on a line of sight or limited by field of view, not affected by ambient light conditions, and is robust to environmental conditions.
By integrating our Mudra technology with AR glasses, our business customers can: ● Manufacture a stylish, light weight, and smaller form factor pair of glasses, by removing the gesture recognition hardware from the device; ● Reduce research and development costs related to the development of hardware and software for the gesture camera; ● Increase device battery life by eliminating central processing units and sensor gesture recognition related power consumption; ● Offer a natural and intuitive interaction experience which does not block real-world view and is discrete and socially acceptable; and 48 ● Provide an input solution that works well indoors and outdoors, is not dependent on a line of sight or limited by field of view, not affected by ambient light conditions, and is robust to environmental conditions.
By integrating our Mudra technology into a smartwatch, our business customers can: ● Offer a touchless input operation method feature for the smartwatch; ● Diversify their product line offering by introducing new hardware products, software applications, and user service; ● Integrate touchless interaction into existing applications; 47 ● Enable developers to introduce exciting new applications in entertainment, gaming, fitness, digital health, using a gesture-based watch OS; and ● Increase eco-system products connectivity by controlling multiple connected devices from the watch, using gestures.
By integrating our Mudra technology into a smartwatch, our business customers can: ● Offer a touchless input operation method feature for the smartwatch; ● Diversify their product line offering by introducing new hardware products, software applications, and user service; ● Integrate touchless interaction into existing applications; ● Enable developers to introduce exciting new applications in entertainment, gaming, fitness, digital health, using a gesture-based watch OS; and ● Increase eco-system products connectivity by controlling multiple connected devices from the watch, using gestures.
We believe that our technology is setting the standard input interface for the Metaverse, by providing a wearable-based gesture control input which goes beyond the boundaries of vision-based solutions. ● The human wrist is a highly valuable tool for sensing the human body: Nerve bundles and arteries pass directly beneath the skin making it possible to sense the electrical conductance of nerves and other bodily functions and to collect valuable data.
We believe that our technology is setting the standard input interface for the Metaverse, by providing a wearable-based gesture control input which goes beyond the boundaries of vision-based solutions. 39 ● The human wrist is a highly valuable tool for sensing the human body: Nerve bundles and arteries pass directly beneath the skin making it possible to sense the electrical conductance of nerves and other bodily functions and to collect valuable data.
In January 2024, we announced a new revolutionary “Spatial Depth” control functionality which allows users to use the Mudra Band for depth navigation, adding an extra dimension to user interactions. Adding depth to navigation enhances user interactions by allowing more intuitive control. This is particularly useful in spatial computing applications, where perception is important in rich 3-dimensional environments.
Also in January 2024, we announced a new revolutionary “Spatial Depth” control functionality which allows users to use the Mudra Band for depth navigation, adding an extra dimension to user interactions. Adding depth to navigation enhances user interactions by allowing more intuitive control. This is particularly useful in spatial computing applications, where perception is important in rich 3-dimensional environments.
Additional common interfaces are the touchscreens for mobile phones and tablet computers, handheld controllers for televisions, game consoles, VR headsets, and temple area touchpads and/or gesture cameras for AR glasses. Voice assistants are now commonly used with smart home devices. The pace of technology advancements has always been dictated by user interfaces.
Additional common interfaces are the touchscreens for mobile phones and tablet computers, handheld controllers for televisions, game consoles, VR headsets, and temple area touchpads and/or gesture cameras for AR glasses. Voice assistants are now commonly used with smart home devices. 37 The pace of technology advancements has always been dictated by user interfaces.
We aim towards a “blue ocean” strategy, where we do not compete with established market solutions, but rather we create a whole new arena where multiple input methods can co-exist together to provide the best user experience for the consumer. 50 ○ We seek to work with multiple consumer electronics companies and consumer electronics brands.
We aim towards a “blue ocean” strategy, where we do not compete with established market solutions, but rather we create a whole new arena where multiple input methods can co-exist together to provide the best user experience for the consumer. ○ We seek to work with multiple consumer electronics companies and consumer electronics brands.
We have a very strong track record of connecting with global leading companies and our positioning leverages us to familiarize ourselves with their needs, requirements, limitations, and use-cases; thus, we can tailor the right product specification and user-experience. ○ Advanced, purpose-built hardware and software technologies .
We have a very strong track record of connecting with global leading companies and our positioning leverages us to familiarize ourselves with their needs, requirements, limitations, and use-cases; thus, we can tailor the right product specification and user-experience. 50 ○ Advanced, purpose-built hardware and software technologies .
This will allow us to gain unparalleled insights on trends, behaviors, and usage. 37 - Flexible gestures and user-interaction choices. Our platform supports the development and implementation of a large variety of new gestures. We can tailor gestures for each use-case per user requests or our own internal insights.
This will allow us to gain unparalleled insights on trends, behaviors, and usage. - Flexible gestures and user-interaction choices. Our platform supports the development and implementation of a large variety of new gestures. We can tailor gestures for each use-case per user requests or our own internal insights.
It boosts labor efficiency, reduces quality defects and revisions, and improves safety. Wearable consumer products are already an integral part of consumers’ lives. The Apple Vision Pro and the Meta Quest 3 are two examples of spatial computing products. 39 ● The “Metaverse” is widely considered to become the future of the internet .
It boosts labor efficiency, reduces quality defects and revisions, and improves safety. Wearable consumer products are already an integral part of consumers’ lives. The Apple Vision Pro and the Meta Quest 3 are two examples of spatial computing products. ● The “Metaverse” is widely considered to become the future of the internet .
We then use transfer learning, a machine learning method for storing knowledge gained while solving one problem and applying it to a different but related problem, to implement new insights and wisdom into our next generation algorithms, devices, and user experiences. 42 Our Products We are offering both B2B and B2C products. B2B products.
We then use transfer learning, a machine learning method for storing knowledge gained while solving one problem and applying it to a different but related problem, to implement new insights and wisdom into our next generation algorithms, devices, and user experiences. Our Products We are offering both B2B and B2C products. B2B products.
Typically, we work with the B2B customer on validating our technology with the goal of integrating our technology into the customer’s device. We also offer licensing of a SNC sensor module, with the option to license our operating system, or OS, software package and algorithm software package. Our B2B product offerings include: ● SNC sensor module .
Typically, we work with the B2B customer on validating our technology with the goal of integrating our technology into the customer’s device. We also offer licensing of a SNC sensor module, with the option to license our operating system, or OS, software package and algorithm software package. 42 Our B2B product offerings include: ● SNC sensor module .
These categories have a multitude of participants including specialized consumer electronics companies such as Logitech International S.A., Razer, and Microsoft. There is also a wide range of after-market products that can be purchased on retail and online stores from a multitude of manufacturers.
These categories have a multitude of participants including specialized consumer electronics companies such as Logitech International S.A., Razer Inc., and Microsoft. There is also a wide range of after-market products that can be purchased on retail and online stores from a multitude of manufacturers.
Working with both manufacturers and consumers allows us to develop products that are based on needs, inputs, demands, requests and behaviors of all stakeholders along the value chain. ● World-class research, engineering and product teams.
Working with both manufacturers and consumers allows us to develop products that are based on needs, inputs, demands, requests and behaviors of all stakeholders along the value chain. 36 ● World-class research, engineering and product teams.
There is a very high interdependency between each layer, and we believe that we possess the expertise for all technology layers. ● Expanding our products to multiple market verticals. In addition to working with businesses and individual customers in the consumer electronics market, we have developed several use-cases for digital health, Industry 4.0, and sport analytics markets.
There is a very high interdependency between each layer, and we believe that we possess the expertise for all technological layers. ● Expanding our products to multiple market verticals. In addition to working with businesses and individual customers in the consumer electronics market, we have developed several use-cases for digital health, Industry 4.0, and sport analytics markets.
Voice assistants are now available through multiple technology consumer companies such as Apple, Google, Amazon, Microsoft, and Samsung. There are also many large, broad-based consumer electronics companies that either compete in our market or adjacent markets, or have announced plans to do so.
Voice assistants are now available through multiple technology consumer companies such as Apple, Google, Amazon.com, Inc., Microsoft, and Samsung. There are also many large, broad-based consumer electronics companies that either compete in our market or adjacent markets or have announced plans to do so.
We offer two ways for our business customers to access our technology: (i) paid pilot projects which include the purchase of a Mudra Development Kit to evaluate the experience and to validate the technology, and (ii) an SNC sensor module to integrate into a customer device (including AR/VR headsets, smartphones, smartwatches, televisions, and laptops) under a license agreement.
We offer two ways for our business customers to access our technology: (i) paid pilot projects which include the purchase of Mudra Inspire to evaluate the experience and to validate the technology, and (ii) an SNC sensor module to integrate into a customer device (including AR/VR headsets, smartphones, smartwatches, televisions, and laptops) under a license agreement.
We imagine a future in which humans can share skills, thoughts, emotions, and movements with each other and with computers, using wearable interfaces and devices. We believe that neural-based interfaces will become as ubiquitous to interact with wearable computing and digital devices in the near future as the touchscreen is a universal input method for smartphones.
We imagine a future in which humans can share skills, thoughts, emotions, and movements with each other and with a bi-directional connection with computers, using wearable interfaces and devices. We believe that neural-based interfaces will become as ubiquitous to interact with wearable computing and digital devices in the near future as the touchscreen is a universal input method for smartphones.
Our subsidiary, Mudra Wearable, Inc., or Mudra Wearable, established an office in Redwood City, California to enhance the Company’s market presence and partner relations. Our research and development expenses, net were approximately $3.3 million and approximately $2.3 million for the years ended December 31, 2023 and 2022, respectively.
Our subsidiary, Mudra Wearable, Inc., or Mudra Wearable, established an office in Redwood City, California to enhance the Company’s market presence and partner relations. Our research and development expenses, net were approximately $2.96 million and approximately $3.3 million for the years ended December 31, 2024 and 2023, respectively.
Our monthly rent payment for this facility is NIS 57,794 (approximately $16,000) during the first lease year and will be increased to NIS 72,722 (approximately $20,000) during the second lease year During the option lease periods, the lease payment may be increased up to 10% as compared to the second lease year.
Our monthly rent payment for this facility was NIS 57,794 (approximately $16,000) during the first lease year and increased to NIS 72,722 (approximately $20,000) during the second lease year. During the option lease periods, the lease payment may be increased up to 10% as compared to the second lease year.
The Mudra Band for Apple Watch is our first consumer product, launched in June 2020. The band connects to the Apple Watch and allows a user touchless operation and control Apple ecosystem products. So far we have delivered over one thousand units of the Mudra Bands for Apple Watches since the first batch was delivered to customers in September 2023.
The Mudra Band for Apple Watch is our first consumer product, launched in June 2020. The band connects to the Apple Watch and allows a user touchless operation and control Apple ecosystem products. So far we have delivered over 3,000 units of the Mudra Band for Apple Watch since the first batch was delivered to customers in September 2023.
At the same time, we have commenced shipment of the “Mudra Band”, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad, inter alia.
At the same time, starting in December 2023, we have commenced shipment of the Mudra Band, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad, inter alia.
In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain-computer interface sensors, with additional verticals that include Industry 4.0 – a new phase in the Industrial Revolution that focuses on interconnectivity, automation, machine learning, and real-time data, digital health, sport analytics, and more. 35 The core of our platform is Mudra, which means “gesture” in Sanskrit.
In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain-computer interface sensors, with additional verticals that include Industry 4.0 – a new phase in the Industrial Revolution that focuses on interconnectivity, automation, machine learning, and real-time data, digital health, sport analytics, and more.
If a separate team from a company bought the Mudra Inspire, we consider such team as a new customer.
If a separate team from a company bought the Mudra Inspire, we consider such team as a new customer. If the same team bought the Mudra Inspire, we do not consider it as a new customer.
If the same team bought the Mudra Inspire, we do not consider it as a new customer. 44 The chart on the right above illustrates the number of total business customer use-cases for integrating or implementing our Mudra technology into their devices, products or services: 21 in the second half of 2018 (all of which were new use-cases), 59 in 2019 (38 of which were new use-cases), 74 in 2020 (15 of which were new use-cases), 89 in 2021 (15 of which were new use-cases), and 92 in 2022 (3 of which were new use-cases).
The chart on the right above illustrates the number of total business customer use-cases for integrating or implementing our Mudra technology into their devices, products or services: 21 in the second half of 2018 (all of which were new use-cases), 59 in 2019 (38 of which were new use-cases), 74 in 2020 (15 of which were new use-cases), 89 in 2021 (15 of which were new use-cases), and 92 in 2022 (3 of which were new use-cases).
As of March 13, 2024, we have not signed a license agreement with any of these companies.
As of March 19, 2025, we have not signed a license agreement with any of these companies.
In 2023 and 2022, we had revenues of $82 thousand and $45 thousand, respectively, and comprehensive and net loss of $7.8 million and $6.5 million, respectively. Over 100 companies have purchased our Mudra Inspire development kit, 30 of which are multinational technology companies.
In 2024 and 2023, we had revenues of $522 thousand and $82 thousand, respectively, and comprehensive and net loss of $7.9 million and $7.8 million, respectively. Over 100 companies have purchased our Mudra Inspire, 30 of which are multinational technology companies.
In December 2023, Doublepoint Technologies unveiled a wristband controller with continuous touch-based gesture tracking. In February 2023, Pison launched Ready, a new sports performance wearable tool designed to measure, track and enhance athletes’ readiness, mental agility, and focus. Meta (Facebook) acquired our former direct competitor CTRL-Labs in September 2019.
In December 2023, Doublepoint Technologies unveiled a wristband controller with continuous touch-based gesture tracking. In February 2023, Pison launched Ready, a new sports performance wearable tool designed to measure, track and enhance athletes’ readiness, mental agility, and focus.
Organizational Structure We have one wholly-owned subsidiary, Mudra Wearable, which was incorporated in Delaware. Mudra Wearable has two full-time employees. One employee acts as general manager and chief marketing officer and the other is an Executive Vice President of U.S. operations. Mudra Wearable is responsible for the marketing and distribution of our products in the United States. D.
Organizational Structure We have one wholly-owned subsidiary, Mudra Wearable, which was incorporated in Delaware. Mudra Wearable has one full-time employee who acts as a general manager and chief marketing officer. Mudra Wearable is responsible for the marketing and distribution of our products in the United States. D.
It can also monitor the movement frequency and infer stress of the employee to alert when performance is degrading during a work day, or over time. Based on customer feedback and pilot transactions, the business model for this customer segment may be SaaS. In such model, we will supply the wrist devices, specific software, and the cloud and integration solution.
It can also monitor the movement frequency and infer stress of the employee to alert when performance is degrading during a work day, or over time. 46 Based on customer feedback and pilot transactions, the business model for this customer segment may be SaaS.
This increase in research and development expenses, net was partially offset by an increase in IIA participation of approximately $432 thousand. We believe that the receipt of these IIA grants in the years 2015 to 2023 is a positive signal that our technology is innovative and feasible.
This decrease was partially offset by a decrease in IIA participation of approximately $322 thousand. We believe that the receipt of these IIA grants in the years 2015 to 2024 is a positive signal that our technology is innovative and feasible.
The user’s real-world environment is clear and not blocked by the hands. 48 VR headsets use digital displays which cover eyes to immerse the user in a fully computer-generated alternative environment, displaying computer-generated video capture which entirely occludes the user’s natural surroundings.
The user’s real-world environment is clear and not blocked by the hands. VR headsets use digital displays which cover eyes to immerse the user in a fully computer-generated alternative environment, displaying computer-generated video capture which entirely occludes the user’s natural surroundings. VR headset input solutions include handheld controllers, a gesture camera, a keyboard, a mouse, input gloves, and voice commands.
Brain-computer interfaces and neural inputs are starting to move beyond the confines of academia and toward industry and the consumer market. In January 2024, Neuralink announced the first human patient has received a Neuralink brain implant. In February 2024, Synchron announced it is one step closer to brain chip commercialization.
Brain-computer interfaces and neural inputs are starting to move beyond the confines of academia and toward industry and the consumer market. In January 2024, Neuralink announced the first human patient has received a Neuralink brain implant. As of February 2025, two additional human patients have received a Neuralink brain implant.
Mudra gestures are natural to perform, and gestures can be tailored per a user’s intent, desired function, and the controlled digital device. Mudra can detect multiple gesture types, including hand movements, finger movements, and fingertip pressure gradations.
The interface binds each gesture with a specific digital function, allowing users to input commands without physical touch or contact. Mudra gestures are natural to perform, and gestures can be tailored per a user’s intent, desired function, and the controlled digital device. Mudra can detect multiple gesture types, including hand movements, finger movements, and fingertip pressure gradations.
Technologies which are used in all devices for input, interaction, control and operation, include: ● Handheld devices such as computer mice, presentation clickers, gaming controllers, and styluses. ● Touch based devices such as the touchpad or touchscreen. ● Keyboard technology devices or digital displays which contain alphanumeric symbols to input text and for navigation. ● Voice assistant devices and services which interpret human speech to digital commands and speech-to-text input. ● Gesture detection sensors such as gesture detection cameras, LiDar, Radar and additional optional technologies that sense the finger and hand movements. ● Wearable input devices such as smart gloves, wearable keyboards, wearable computer mice, smart rings, and smart wearable clickers. ● Neural interface devices that are based on capturing bio-potential signals and transforming signal patterns to input commands, in invasive implant and in non-invasive wearable methods. 38 According to an article “Worldwide Wearables Market Is Forecast to Rebound in 2023 ,” by International Data Corporation, or IDC, published in June 2023 by IDC, in 2023, a total of 504.1 million units of wearable devices will be shipped to consumers, of which approximately 157.3 million are smartwatches and approximately 32.1 million smart wristbands.
Technologies which are used in all devices for input, interaction, control and operation, include: ● Handheld devices such as computer mice, presentation clickers, gaming controllers, and styluses. ● Touch based devices such as the touchpad or touchscreen. ● Keyboard technology devices or digital displays which contain alphanumeric symbols to input text and for navigation. ● Voice assistant devices and services which interpret human speech to digital commands and speech-to-text input. ● Gesture detection sensors such as gesture detection cameras, LiDar, Radar and additional optional technologies that sense the finger and hand movements. ● Wearable input devices such as smart gloves, wearable keyboards, wearable computer mice, smart rings, and smart wearable clickers. ● Neural interface devices that are based on capturing bio-potential signals and transforming signal patterns to input commands, in invasive implant and in non-invasive wearable methods.
At the beginning of 2024, we launched the B2B Mudra Development Kit, in order to replace the Mudra Inspire which was at the “end of life” during 2023. The new Mudra Development Kit provides our customers with enhanced capabilities and additional features.
In January 2024, we launched the B2B Mudra Development Kit, in order to replace the Mudra Inspire which was at the “end of life” during 2023. The new Mudra Development Kit provides our customers with enhanced capabilities and additional features, including surface nerve conductance sensors optimized for capturing nerve signals from major wrist nerve bundles.
Establishing a direct connection with customers and users enables us to learn, improve and enhance our product offerings. This also enables us to mine meta-data to build hand and finger movements and gestures database, which we believe has huge monetization opportunities.
As of March 19, 2025, we have delivered a couple hundred pre-orders of the Mudra Link in several batches. Establishing a direct connection with customers and users enables us to learn, improve and enhance our product offerings. This also enables us to mine meta-data to build hand and finger movements and gestures database, which we believe has huge monetization opportunities.
For example, in October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack, and more, based on the watch’s IMU and PPG sensors.
In February 2025, TapWithUS unveiled the TapClip, a camera-based wrist input device that can translate finger movements as keyboard input or mouse. 49 In October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack, and more, based on the watch’s IMU and PPG sensors.
In addition to the control use-case, our Mudra technology and SNC sensor can be utilized in multiple monitoring use-cases where we can monitor neural and hand movements for digital health purposes, sport analytics performance, and Industry 4.0 solutions.
In addition to the control use-case, the Mudra technology can be utilized in multiple monitoring use-cases where we can monitor neural and hand movements for digital health purposes, sport analytics performance, and Industry 4.0 solutions. 35 Figure 1: Our Mudra Platform Figure 1 above displays the appearance and major features of our current products: the Mudra Band for Apple Watch and the Mudra Link.
In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. 34 B.
In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. The SEC maintains an internet site, http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Combining our own proprietary sensors and AI algorithms into a stylish wristband, our Mudra platform enables users to control digital devices through subtle finger movements and hand gestures, without physical touch or contact. These digital devices include consumer electronics, smart watches, smartphones, AR glasses, VR headsets, televisions, personal computers and laptop computers, drones, robots, etc.
Combining our own proprietary sensors and AI algorithms into a stylish wristband, our Mudra platform enables users to control digital devices through subtle finger movements and hand gestures, without physical touch or contact.
Industry Overview and Market Opportunity Total Addressable Market Every digital device - whether worn on the body, placed on a desk, held in the hands, or hung on a wall - requires an interface. The Total Addressable Market, or TAM, of digital devices that we are targeting can be categorized into three segments—wearable computers, face computers and home digital devices.
Industry Overview and Market Opportunity Total Addressable Market Every digital device - whether worn on the body, placed on a desk, held in the hands, or hung on a wall - requires an interface.
In addition to patent laws, we rely upon a combination of designs, copyrights, trade secrets, domain names and trademark rights, and contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements.
In addition, we have one patent application in South Korea, an additional two patent applications in the United States and five patent applications in China, all of which are still pending. 52 In addition to patent laws, we rely upon a combination of designs, copyrights, trade secrets, domain names and trademark rights, and contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements.
The customer will pay per site where the solution is implemented and on the number of users, on monthly or annual automatic renewable subscription. 46 Information Technology, Software Solutions Providers We define information technology, or software solutions providers, as a B2B market, where the customers offer third-party clients with project management needs, from conception to installation.
Information Technology, Software Solutions Providers We define information technology, or software solutions providers, as a B2B market, where the customers offer third-party clients with project management needs, from conception to installation.
There are also multiple participants which utilize emerging wearable, sensor, and bio-potential signals to offer neural and wearable interfaces such as Coolso and Wispr.ai, whereas Electroencephalogram-based companies include Neuralink Corporation and NextMind (acquired by Snap in March 2022). We believe that our competitive advantages include: ○ Push-Pull strategy all along the value chain and creating a blue ocean business environment.
There are also multiple participants which utilize emerging wearable, sensor, and bio-potential signals to offer neural and wearable interfaces such as Coolso Technology Inc. and CenWatch, whereas electroencephalogram-based companies include Neuralink Corporation and NextMind SAS (acquired by Snap Inc. in March 2022).
The smart-computing and smart-home device categories present several challenges that need to be addressed before we will be able to take advantage of this opportunity.
Taking the aforementioned figures into consideration, the TAM that we are targeting is approximately 12.7 billion devices shipped between 2024 to 2028. The smart-computing and smart-home device categories present several challenges that need to be addressed before we will be able to take advantage of this opportunity.
While we believe our patents, patent applications, hardware, software and other proprietary know-how have value, changing technology makes our future success dependent principally upon our ability to successfully achieve continuing innovation. 52 Litigation may be necessary in the future to enforce our proprietary rights, to determine the validity and scope of the proprietary rights of others, or to defend us against claims of infringement or invalidity by others.
We cannot be certain that we will be successful in protecting our proprietary rights. While we believe our patents, patent applications, hardware, software and other proprietary know-how have value, changing technology makes our future success dependent principally upon our ability to successfully achieve continuing innovation.
Consumer Electronics Companies We define consumer electronics companies as a B2B market, where these customers have all the resources needed to develop, manufacture and market a wide variety of consumer electronic devices.
It provides a more immersive experience, enabling users to interact with 3-dimensional elements in digital space, making tasks more natural and efficient. 44 Consumer Electronics Companies We define consumer electronics companies as a B2B market, where these customers have all the resources needed to develop, manufacture and market a wide variety of consumer electronic devices.
The Mudra Band for Apple Watch is aimed at four major consumer markets: (i) users who are Apple afficionados and like buying Apple related products; (ii) users who are technology early adopters and like purchasing innovative consumer gadgets; (iii) users who are active sport and fitness users, and (iv) crowd-funding backers who ordered the device in our Indiegogo crowdfunding campaign.
The Mudra Band for Apple Watch is designed for users who are Apple afficionados and like buying Apple related products and active sport and fitness users. The Mudra Link is designed for users who are technology early adopters and like purchasing innovative consumer gadgets, and crowd-funding and innovation seekers audiences.
The value of Mudra Input Technology to Our Customers Smartwatch operation methods include touchscreen, buttons, digital crown, bezel, and wrist gestures.
We expect additional consumer offerings will include applications for a variety of devices which will add value to the consumer beyond hardware functions. 47 The value of Mudra Input Technology to Our Customers Smartwatch operation methods include touchscreen, buttons, digital crown, bezel, and wrist gestures.
We plan to develop and offer additional consumer electronics products for controlling and interacting with computers and digital devices. We expect additional consumer offerings will include applications for a variety of devices which will add value to the consumer beyond hardware functions.
We plan to develop and offer additional consumer electronics products for controlling and interacting with computers and digital devices.
By making communication with computers much easier, we intend to empower users to interact with computers and work, enjoy entertainment, and live better. Our stylish, elegant devices have a small size and shape, and support natural, intuitive, and subtle finger movements and gestures.
By making communication with computers much easier, we intend to empower users to interact with computers and work, enjoy entertainment, and live better. Our stylish, elegant devices are of small size and shape, and support familiar gestures in comfortable body postures. - Human-centered design that optimizes user experience. Our products are designed around our customers’ user experience.
We are now in the transition phase from research and development to commercialization of our technology into B2B products.
Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy. We are now in the transition phase from research and development to commercialization of our technology into B2B products.
We use an inertia measurement unit to measure the wrist acceleration in three-axes and to measure the wrist rotation on four quaternions.
These signals are directly correlated with the hand and finger movements and with fingertip pressure between fingers or on external objects. ● Acceleration and Movement . We use an inertia measurement unit to measure the wrist acceleration in three-axes and to measure the wrist rotation on four quaternions.
Mudra– our SNC technology and wristband tracks neural signals on the user’s wrist skin surface, which our algorithms decipher to predict as gestures made by finger and hand movements. The interface binds each gesture with a specific digital function, allowing users to input commands without physical touch or contact.
The core of our platform is Mudra, which means “gesture” in Sanskrit. The Mudra technology, our SNC sensors, and the wristband tracks neural signals on the user’s wrist skin surface, which our algorithms decipher to predict as gestures made by finger and hand movements.
According to an article “Another Slow Year Expected for AR/VR Headsets Before 2024 Rebound ,” published in September 2023 by IDC, 2023 shipments of face computers will reach a total of 8.5 million units shipped. IDC forecasts that the face computers market will reach 30.3 million shipped units in 2027,. The category is expected to show a 37.3% year-over-year growth.
Additionally, according to the IDC Publication, by 2024 shipments of face computers will reach a total of 6.6 million units. The IDC forecasts that the face computers market will reach 23.1 million shipped units in 2028. This category is expected to show a 36.6% year-over-year growth.
In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain/computer interface monitoring, with additional verticals including Industry 4.0, digital health, sport analytics, and more. 36 Our Strengths We believe that our strengths include: ● Direct relationships with the world’s leading multinational technology consumer electronics companies .
Our gestures are discrete or continuous hand and finger movements, deciphered from neural signals at the wrist. Our interface can control multiple digital devices using a single interface. In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain/computer interface monitoring, with additional verticals including Industry 4.0, digital health, sport analytics, and more.
Our SNC sensors are placed in proximity to the ulnar, median and radial nerves close to the inner wrist skin surface area. These signals are directly correlated with the hand and finger movements and with fingertip pressure between fingers or on external objects. ● Acceleration and Movement .
What our platform devices track Our products track the following signals which our algorithms decipher to classify the user intent hand and finger gestures: ● Fingertip Pressure . Our SNC sensors are placed in proximity to the ulnar, median and radial nerves close to the inner wrist skin surface area.
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.
The lease is on month-to-month basis and this facility comprises approximately 40 square feet of space. Our monthly rent payment for this facility is $495. 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. ITEM 4. A. UNRESOLVED STAFF COMMENTS None. 54
IDC forecasts the market for wearable devices will reach 629.4 million units shipped to consumers in 2027, of which 206.2 million will be smartwatches. This industry is expected to show a healthy 6.8% five-year compound annual growth rate.
The IDC forecasts the market for wearable devices will reach 606.2 million units shipped to consumers in 2028, of which 175.2 million will be smartwatches.
Using our Mudra technology allows the user to be fully immersed into an entertaining digital experience that feels like a real-life interaction. Recent Developments (2023-2024) In February 2023, we released new Mudra Air-Touch functionality that allows users to toggle and switch between connected devices.
Using our Mudra technology allows the user to be fully immersed into an entertaining digital experience that feels like a real-life interaction. Competition The basic input pillars of HCI are through text, navigation, and digital element interaction.
Face computers are considered devices that have a potential to replace smartphones by the end of the decade. This product category includes AR glasses, such as the Apple Vision Pro, and VR head-mounted devices, such as the Meta Quest3. Smart computing consumer devices include smartphones, tablets, desktop computers, and gaming consoles.
Face computers are considered devices that have a potential to replace smartphones by the end of the decade. This product category includes devices by Meta, Apple, HTC Corporation, Samsung Electronics Co., Ltd., or Samsung, Google, Microsoft, Sony Group Corporation, Xreal Technology Co., Ltd., and others.
Business Overview We are a growth company developing a non-invasive neural input interface in the form of a wearable wristband for controlling digital devices using subtle touchless finger movements. Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy.
Our internet address is www.mudra-band.com . The information on that website is not part of this Annual Report and is not incorporated by reference herein. B. Business Overview We are a growth company developing a non-invasive neural input interface in the form of a wearable wristband for controlling digital devices using subtle finger gestures and hand movements.
Mudra Development Kit, originally named Mudra Inspire, our B2B development kit product, started selling to B2B customers in 2018 as the first point of business engagement and contributed to our early-stage revenues. At CES 2024, the Mudra Band for Apple Watch, our flagship B2C product was included in the “Best of CES 2024” products list by SlashGear.
At CES 2024, the Mudra Band for Apple Watch, our flagship B2C product was included in the “Best of CES 2024” products list by SlashGear. At CES 2025, the Mudra Link, our gesture control stand-alone wristband for all Bluetooth compatible devices won the CES 2025 Honoree Award in XR Technologies & Accessories.
The increase in research and development expenses, net is primarily attributable to an increase of approximately $497 thousand in labor costs, mainly due to the increase in the number of employees in research and development, as well as an increase in material expenses of approximately $427 thousand, an increase in subcontractor expenses of approximately $263 thousand and an increase in travel expenses of approximately $129 thousand, due to the beginning of Mudra Band’s transition phase from development into production.
The decrease was primarily due to a decrease of approximately $171 thousand in labor costs, a decrease in materials expenses of approximately $302 thousand, a decrease in subcontractors expenses of approximately $182 thousand and a decrease in travel expenses of approximately $89 thousand due to a decrease in transition costs from development to production.
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The Mudra Band received recognition as one of the coolest tech CES 2024 products by a leading global technology and lifestyle influencer, and was included in the “Best of CES 2024” products list by SlashGear. On February 12, 2024, we signed an agreement with Qualcomm to collaborate in elevating XR experiences with Mudra Neural Technology.
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We believe that our technology is setting the standard input interface for the Metaverse. We intend to transform interaction and control of digital devices to be as natural and intuitive as real-life experiences.
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This collaboration will help Qualcomm’s customers looking to use the innovative Mudra technology when developing products using the Qualcomm Snapdragon Spaces™ XR Developer Platform, redefining interaction in augmented reality, or AR, and virtual reality, or VR, environments. We intend to transform interaction and control of digital devices to be as natural and intuitive as real-life experiences.
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These digital devices include consumer electronics, smart watches, smartphones, augmented reality, or AR, glasses, virtual reality, or VR, headsets, televisions, personal computers and laptop computers, drones, robots, etc. The Mudra Inspire, our B2B development kit product, started selling to B2B customers in 2018 as the first point of business engagement and contributed to our early-stage revenues.
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Our early-stage revenues are composed of sales of our Mudra Inspire and from pilot transactions with several B2B customers. Towards the end of 2023, we commenced the shipments of the “Mudra Band”, our first B2C consumer product.
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Our Strengths We believe that our strengths include: ● Direct relationships with the world’s leading multinational technology consumer electronics companies .
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Figure 1: Our Mudra Platform Figure 1 above displays the appearance and major features of our current products—the Mudra Band for Apple Watch and the Mudra Development Kit . Our gestures are discrete or continuous hand and finger movements, deciphered from neural signals at the wrist. Our interface can control multiple digital devices using a single interface.
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The Total Addressable Market, or TAM, of digital devices that we are targeting can be categorized into three segments: wearable computers, face computers (for example, AR glasses, MR products, VR headsets) and home digital devices.
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Our gestures are familiar to users and are comfortable to perform in relaxed spatial body postures. - Human-centered design that optimizes user experience. Our products are designed around our customers’ user experience.
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According to an International Data Corporation, or the IDC, publication from September 2024, or the IDC Publication, in 2024, a total of 533.9 million units of wearable devices will be shipped to consumers, of which approximately 156.5 million are smartwatches, and approximately 35.2 million smart wristbands.
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According to the IDC articles published in June 2023, 2023 shipments of category products will reach approximately a total of 1.84 billion units shipped in 2023. IDC forecasts this market will reach 2.08 billion units shipped in 2027. Taking the aforementioned figures into consideration, the TAM that we are targeting is approximately 12.7 billion devices shipped between 2023 to 2027.
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This represents a 2.9% five-year compound annual growth rate, or CAGR, for smartwatches. 38 Further, the IDC opines that in 2024, a total of 1.8 million units of smart glasses without a display, such as Meta-Ray Ban glasses, were shipped. The IDC forecasts that this market will reach 2.4 million in shipped units in 2028, with a 7.5% five-year CAGR.
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The retail price of the Mudra Band is $349. ● Mudra XR wristband . A wearable controller for smart glasses and spatial computing which supports hands-free interaction. We initially introduced the concept in November 2019, and recently at SPIE, a leading global conference, in early 2024.
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According to the IDC Publication, shipments of smart-computing consumer devices that include personal computers, tablets, smartphones, and video entertainment (set-top box/streaming stick, TV, and others) were expected to reach approximately 1.88 billion units shipped in 2024. IDC forecasts this market will reach 2.03 billion units shipped in 2028.
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We are now defining the product specification as we receive feedback from AR and VR experts. The product is planned to launch in the fourth quarter of 2024. What our platform devices track Our products track the following signals which our algorithms decipher to classify the user intent hand and finger gestures: ● Fingertip Pressure .

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Biggest changeAdditionally, the Credit Facility Agreement provides that we will enter into a three-year consulting agreement with Pure Capital, which shall not include a provision of termination by us for convenience after the Consulting Commencement Date (as defined below), whereby Pure Capital shall render press release related services and other related strategic services to us in exchange for a monthly base fee of $20,000 plus VAT, or the Base Monthly Fee, which Base Monthly Fee shall automatically increase to $35,000 upon the closing of our IPO, or the Increased Fee.
Biggest changePursuant to the Credit Facility Agreement, Pure Capital renders press release related services and other related strategic services to us in exchange for a current monthly base fee of $35,000 plus VAT.
For more information, see also “Item 10.E – Taxation - Israeli Tax Considerations and Government Programs - Tax Benefits and Grants for Research and Development.” 61 In January 2023, the IIA approved a program to finance further development of our manufacturing process of our wearable neural interface in Israel, for a period of 12 months starting February 1, 2023.
For more information, see also “Item 10.E - Taxation - Israeli Tax Considerations and Government Programs - Tax Benefits and Grants for Research and Development.” In January 2023, the IIA approved a program to finance further development of our manufacturing process of our wearable neural interface in Israel, for a period of 12 months starting February 1, 2023.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. The table below summarizes our cash flows for the periods indicated.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. 58 The table below summarizes our cash flows for the periods indicated.
We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer. A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year. Each Mudra Inspire development kit sale has multiple performance obligations.
We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer. A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year. Each Mudra Inspire development kit sale also has multiple performance obligations.
The payment terms of the Mudra Inspire development kits are upon delivery of the hardware, while the payment terms of the pilot transactions are within the pilot period. 55 Operating Expenses Our current operating expenses consist of four components—cost of revenues, research and development expenses, sales and marketing expenses and general and administrative expenses.
The payment terms of the Mudra Inspire development kits are upon delivery of the hardware, while the payment terms of the pilot transactions are within the pilot period. Operating Expenses Our current operating expenses consist of four components-cost of revenues, research and development expenses, sales and marketing expenses and general and administrative expenses.
B. Liquidity and Capital Resources Overview We are still in a transition phase from development stage to an early stage of generating revenues. Therefore, we have suffered recurring losses from operations and negative cash flows from operations since inception.
Liquidity and Capital Resources Overview We are still in a transition phase from development stage to an early stage of generating revenues. Therefore, we have suffered recurring losses from operations and negative cash flows from operations since inception.
The royalty payments to the IMEI are on an annual basis. As of December 31, 2023, the maximum obligation with respect to the grant received from the IMEI, contingent upon entitled future sales, was $95 thousand linked to the consumer price index.
The royalty payments to the IMEI are on an annual basis. As of December 31, 2024, the maximum obligation with respect to the grant received from the IMEI, contingent upon entitled future sales, was $95 thousand linked to the consumer price index.
If 70% or more of the warrants (or other convertible securities) issued in connection with our IPO are exercised during the term of such instrument, then the Base Monthly Fee will immediately increase to $70,000, which increase shall apply retroactively to the Consulting Commencement Date; and, for the avoidance of any doubt, the base increase shall remain effective and in full force notwithstanding the lapse of three years.
If 70% or more of the warrants (or other convertible securities) issued in connection with our IPO are exercised during the term of such instrument, then the base monthly fee will immediately increase to $70,000, which increase shall apply retroactively; and, for the avoidance of any doubt, the base increase shall remain effective and in full force notwithstanding the lapse of three years.
We intend to maintain this number of employees and expenses during 2024, mainly to support our business development activities, the continuous research and development activity of our Mudra technology, and to manufacture the Mudra Band, which includes the purchase of components, manufacturing of components, and assembly of the product.
We intend to maintain this number of employees and expenses during 2025, mainly to support our business development activities, the continuous research and development activity of our Mudra technology, and to manufacture the Mudra Band, which includes the purchase of components, manufacturing of components, and assembly of the product.
As December 31, 2023, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.2 million. In addition, the terms of the grants under the Research Law require that the manufacturing of products resulting from IIA-funded programs be carried out in Israel, unless a prior written approval of the IIA is obtained.
As December 31, 2024, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.4 million. 61 In addition, the terms of the grants under the Research Law require that the manufacturing of products resulting from IIA-funded programs be carried out in Israel, unless a prior written approval of the IIA is obtained.
Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month Secured Overnight Financing Rate, or SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%.
IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024, the annual interest is calculated at a rate based on 12-month Secured Overnight Financing Rate, or SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest is the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%.
The approved program is in amount of approximately $900 thousand, of which the IIA will finance 60%. We also have off-balance sheet arrangements in connection with our sales and marketing agreement with the IMEI.
The IIA approved extension of the program until April 30, 2024. The approved program is in the amount of approximately $900 thousand, of which the IIA will finance 60%. We also have off-balance sheet arrangements in connection with our sales and marketing agreement with the IMEI.
On November 13, 2023, we closed a public offering with gross proceeds to the Company of $2.0 million, before deducting underwriting discounts and other expenses paid by the Company, and net proceeds of approximately $1.7 million after such discounts and expenses. The offering consisted of 4,444,444 ordinary shares priced to the public at $0.45 per share.
On November 13, 2023, we closed a public offering with gross proceeds to the Company of $2.0 million, before deducting underwriting discounts and other expenses paid by the Company, and net proceeds of approximately $1.7 million after such discounts and expenses. The offering consisted of 55,555 ordinary shares priced to the public at $36.00 per share.
During the years ended December 31, 2023 and 2022, net cash used in operating activities was approximately $8.4 million and approximately $5.7 million, respectively.
During the years ended December 31, 2024 and 2023, net cash used in operating activities was approximately $ 7.6 million and approximately $8.4 million, respectively.
Each Mudra Inspire development kit sale also has multiple performance obligations. In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable.
In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable.
In addition, we have one consultant located in Japan. We have two sub-contractors located in India, performing front end software application development.
We have two sub-contractors located in India, performing front-end software application development.
The primary factors affecting operating cash flows were a net loss of approximately $7.8 million and an increase of inventory of approximately $1.0 million during the year ended December 31, 2023, as compared to net loss of approximately $6.5 million during the years ended December 31, 2022.
The primary factors affecting operating cash flows were a net loss of approximately $ 7.9 million and an increase of inventory of approximately $ 194 thousand during the year ended December 31, 2024, as compared to net loss of approximately $7.8 million and increase of inventory of approximately $1 million during the year ended December 31, 2023.
Our operations have been funded substantially through issuance of convertible securities to certain investors which were converted to equity, issuance of shares and warrants, through Israeli governmental grants, and an underwritten public offering in November 2023 and our IPO.
Our operations have been funded substantially through issuance of convertible securities to certain investors which were converted to equity, issuance of shares and warrants, through Israeli governmental grants, an underwritten public offering in November 2023, registered direct offering and concurrent private placement of warrants in November 2024, best efforts offering in January 2025 and our IPO.
The increase was mainly due to revenues from the sale of our B2C Mudra Bands. Cost of revenues The cost of revenues increased by approximately $52 thousand, or 520%, to approximately $62 thousand for the year ended December 31, 2023 from approximately $10 thousand for the year ended December 31, 2022.
The increase was mainly due to revenue growth from the sale of our B2C Mudra Bands. Cost of revenues The cost of revenues increased by approximately $ 375 thousand, or 600 %, to approximately $ 437 thousand for the year ended December 31, 2024, from approximately $62 thousand for the year ended December 31, 2023.
For the Year Ended December 31, U.S. dollars 2023 2022 Net cash used in operating activities $ (8,434 ) $ (5,714 ) Net cash used in investing activities (4,248 ) (66 ) Net cash provided by financing activities 3,119 14,879 Net increase (decrease) in cash and cash equivalents $ (9,563 ) $ 9,099 58 Operating Activities We have generated negative cash flow.
For the Year Ended December 31, U.S. dollars 2024 2023 Net cash used in operating activities $ (7,613 ) $ (8,434 ) Net cash provided by (used in) investing activities 3,197 (4,248 ) Net cash provided by financing activities 6,695 3,119 Net increase (decrease) in cash and cash equivalents $ 2,279 $ (9,563 ) Operating Activities We have generated negative cash flow.
Our monthly rent payment for this facility is NIS 57,794 (approximately $16,000) during the first lease year and will be increased to NIS 72,722 (approximately $20,000) during the second lease year During the option lease periods, the lease payment may be increased up to 10% as compared to the second lease year.
Our monthly rent payment for this facility was NIS 57,794 (approximately $16,000) during the first lease year and increased to NIS 72,722 (approximately $20,000) during the second lease year.
Results of Operations— Comparison of the years ended December 31, 2023 and December 31, 2022— Research and Development Expenses, net.” D. Trend information As of the date of this annual report, we employ 29 full-time employees (including one employee located in Lithuania and two employees located in the United States), and ten part-time employees.
Results of Operations- Comparison of the years ended December 31, 2024 and December 31, 2023- Research and Development Expenses, net.” D. Trend information As of March 19, 2025, we employed 25 full-time employees (including one employee located in Lithuania and one employee located in the United States), and nine part-time employees.
Finance income, net in 2023 was primarily due to interest on bank deposits, partially offset by bank charges.
Finance expense, net in 2024 was primarily due to interest on convertible promissory note, partially offset by interest income on short-term deposits. Finance income, net in 2023 was primarily due to interest on bank deposits.
Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable to US Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR.
Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable to US Dollar deposits.
We follow five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy our performance obligations. 62 In 2023, we started production of our B2C consumer product, the “Mudra Band” and started to generate revenues, all of which were pre-paid.
We follow five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy our performance obligations.
In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable: ● the amount allocated to the delivered items is recognized upon delivery, ● the amount allocated to API is recognized over the API period, and ● the amount allocated to the technical support is recognized over the service period (pilot period).
The payment terms of the Mudra Development Kit sales are upon delivery of the hardware, while the payment terms of the pilot transactions are within the pilot period. In those transactions, each obligation- hardware and API (for Mudra Development Kit) and tailor-made software application and technical support (for a pilot transaction) - is distinct and separately identifiable.
Share based compensation Share-based compensation expenses related to employees’ and consultants’ options are measured at the grant date based on the fair value of the award and are generally expensed over the requisite service period (generally the vesting period). We recognize compensation expense on a straight-line basis from the beginning of the service period.
Share based compensation Share-based compensation expenses related to employees’ and consultants’ awards (including without limitations, options, restricted shares and restricted share units) are measured at the grant date based on the fair value of the award and are generally expensed over the requisite service period (generally the vesting period).
Our discussion and analysis for the year ended December 31, 2021 and December 31, 2022 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 22, 2023. Overview Our company develops a non-invasive neural input interface for controlling digital devices.
Our discussion and analysis for the year ended December 31, 2022 and December 31, 2023 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024.
These factors were partially offset by non-cash adjustments of approximately $196 thousand and approximately $813 thousand during the years ended December 31, 2023 and 2022, respectively. Net cash used in investing activities Cash used in investing activities for the years ended December 31, 2023 and 2022 was approximately $4.2 million and $66 thousand, respectively.
Cash used in operating activities was partially offset by non-cash adjustments of approximately $ 458 thousand and approximately $196 thousand during the years ended December 31, 2024 and 2023, respectively.
Year Ended December 31, U.S. dollars in thousands 2023 2022 Revenues $ 82 $ 45 Cost of revenues $ (62 ) $ (10 ) Research and development expenses, net $ (3,316 ) $ (2,271 ) Sales and marketing expenses, net $ (2,008 ) $ (1,370 ) General and administrative expenses $ (2,882 ) $ (1,948 ) Public offering expenses $ - $ (904 ) Operating loss $ (8,186 ) $ (6,458 ) Finance (expense) income, net $ 372 $ (38 ) Net loss and the total comprehensive loss $ (7,814 ) $ (6,496 ) 56 Revenues Revenues increased by approximately $37 thousand, or 82%, to approximately $82 thousand for the year ended December 31, 2023 from approximately $45 thousand for the year ended December 31, 2022.
Year Ended December 31, U.S. dollars in thousands 2024 2023 Revenues $ 522 $ 82 Cost of revenues $ (437 ) $ (62 ) Gross Profit 85 20 Research and development expenses, net $ (2,964 ) $ (3,316 ) Sales and marketing expenses, net $ (2,096 ) $ (2,008 ) General and administrative expenses $ (2,845 ) $ (2,882 ) Operating loss $ (7,820 ) $ (8,186 ) Finance (expense) income, net $ (52 ) $ 372 Loss before tax expenses $ (7,872 ) $ (7,814 ) Tax expenses $ (7 ) - Net loss and the total comprehensive loss $ (7,879 ) $ (7,814 ) Revenues Revenues increased by approximately $ 440 thousand, or 537 %, to approximately $ 522 thousand for the year ended December 31, 2024, from approximately $82 thousand for the year ended December 31, 2023.
In June 2023, we issued an additional 724,139 Ordinary Shares upon the exercise of Warrants at an exercise price of $2.00 per share for aggregate proceeds of $1.4 million.
We do not have any remaining obligation to issue additional securities to such investors. In June 2023, we issued an additional 9,052 Ordinary Shares upon the exercise of Warrants at an exercise price of $160.00 per share for aggregate proceeds of $1.4 million.
Net cash provided by financing activities Cash provided by financing activities during the year ended December 31, 2023 totaled approximately $3.1 million, mainly as a result of approximately $1.7 million from issuance of shares issued in the public offering, net of issuance cost, and of approximately $1.4 million of proceeds from the issuance of ordinary shares as a result of the exercise of warrants.
Net cash provided by financing activities Cash provided by financing activities during the year ended December 31, 2024 totaled approximately $6.7 million, mainly due to proceeds of approximately $4.4 million, net from issuance of shares pursuant to the SEPA (as defined below), $0.8 million, net from issuance of a convertible promissory note and approximately $1.6 million proceeds from a public offering, net of issuance cost.
Revenue derived from the sale of Mudra Band is recognized at a point of time when control transfers to the customer. We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer. A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year.
Revenue derived from the sale of Mudra Band is recognized at a point of time when control transfers to the customer. We believe that the delivery date is the most appropriate point in time indicating control has been transferred to the customer. We allow return and refund of Mudra Band within 30 days from the delivery of Mudra Band.
We have leased this office since February 1, 2023 and this lease will expire on January 31, 2025, with an option to extend the lease period by two additional lease periods, each for an additional 12 months.
This facility comprises approximately 732 square meters, or 7,880 square feet of space. We have leased this office since February 1, 2023 and on January 31, 2025 we exercised an option to extend the lease for an additional 12 months period.
For awards with graded-vesting features, each vesting tranche is separately expensed over the related vesting period.
We recognize compensation expense on a straight-line basis from the beginning of the service period. For awards with graded-vesting features, each vesting tranche is separately expensed over the related vesting period.
In 2023, we started production of our B2C consumer product, the “Mudra Band”, and started to generate revenues, all of which were pre-paid. The Mudra Band allows touchless operation and control of the watch and iPhone by using an app which is considered combined with the band as one performance obligation.
We generate revenues from the sales of B2C Mudra Band, sales of B2B Mudra Development Kits and sales of pilot transactions. The Mudra Band is an aftermarket accessory band for the Apple Watch which allows touchless operation and control of the watch and iPhone by using an app, which is considered combined with the band as one performance obligation.
General and administrative expenses General and administrative expenses increased by approximately $934 thousand, or 48%, to approximately $2,882 thousand for the year ended December 31, 2023, from approximately $1,948 thousand for the year ended December 31, 2022.
The increase was primarily due to an increase in advertising expenses in 2024. 57 General and administrative expenses General and administrative expenses decreased by approximately $37 thousand, or 1.3%, to approximately $2,845 thousand for the year ended December 31, 2024, from approximately $2,882 thousand for the year ended December 31, 2023.
Sales and marketing expenses, net Sales and marketing expenses, net increased by approximately $638 thousand , or 47%, to approximately $2,008 thousand for the year ended December 31, 2023 from approximately $1,370 thousand for the year ended December 31, 2022.
This decrease was partially offset by a decrease in IIA participation of approximately $322 thousand. Sales and marketing expenses, net Sales and marketing expenses, net increased by approximately $88 thousand, or 4%, to approximately $2,096 thousand for the year ended December 31, 2024, from approximately $2,008 thousand for the year ended December 31, 2023.
Costs are expensed as incurred, net of governmental grants from the IIA. We expect that our research and development expenses will materially increase as we continue to develop products and recruit additional research and development employees. Sales and Marketing Expenses, net Sales and marketing expenses consist primarily of labor cost, consultants, and digital advertising.
Costs are expensed as incurred, net of governmental grants from the IIA. Sales and Marketing Expenses, net Sales and marketing expenses consist primarily of labor cost, consultants, and digital advertising. General and Administrative Expenses General and administrative expenses consist primarily of labor cost, professional service fees and facilities.
This increase was partially offset by a decrease of approximately $113 thousand in share-based compensation expenses. Finance income (expense), net Finance income, net was approximately $372 thousand for the year ended December 31, 2023, compared to finance expense, net of approximately $38 thousand for the year ended December 31, 2022.
The decrease was primarily due to a decrease in directors and officers’ insurance costs. Finance income (expense), net Finance expense, net was approximately $52 thousand for the year ended December 31, 2024, compared to finance income, net of approximately $372 thousand for the year ended December 31, 2023.
We believe that our existing cash, including the proceeds from the underwritten public offering in November 2023 , will be sufficient to support working capital and capital expenditure requirements through June 2024.
There is no assurance that such financing will be obtained. We believe that our existing cash, including the proceeds from our recent offerings of Ordinary Shares, will be sufficient to support working capital and capital expenditure requirements through September 2025.
The payment terms of Mudra Inspire development kit sales are upon delivery of the hardware and of pilot transactions within the pilot period. Governmental grants The Company receives royalty-bearing grants from the Israeli government for approved research and development projects and marketing efforts.
The amount allocated to the delivered items is recognized upon delivery, the amount allocated to API is recognized over the API period and the amount allocated to technical support is recognized over the service period (a pilot period). Governmental grants The Company receives royalty-bearing grants from the Israeli government for approved research and development projects and marketing efforts.
Finance expenses, net in 2022 was primarily due to interest on senior secured credit facility, bank charges and net currency exchange rates differences, offset by interest on deposits. 57 Net loss and the total comprehensive loss As a result of the foregoing, our total comprehensive and net loss for the year ended December 31, 2023 was approximately $7.8 million, compared to approximately $6.5 million for the same period ended December 31, 2022, an increase of approximately $1.3 million, or 20%.
Net loss and the total comprehensive loss As a result of the foregoing, our total comprehensive and net loss for the year ended December 31, 2024 was approximately $7.9 million, compared to approximately $7.8 million for the same period ended December 31, 2023, an increase of approximately $65 thousand, or 0.8%. B.
General and Administrative Expenses General and administrative expenses consist primarily of labor cost , professional service fees and facilities . Public Offering Expenses Public offering expenses consist of professional service fees relating to a firm commitment underwritten initial public offering we closed on September 15, 2022 .
Public Offering Expenses Public offering expenses consist of professional service fees relating to a firm commitment underwritten initial public offering we closed on September 15, 2022. 56 Financial Income and Expense Financial income mainly consists of interest on deposits while financial expenses consist of interest on convertible promissory note, bank charges and net currency exchange rates differences .
As of December 31, 2023, the Company had incurred accumulated losses of $21.2 million and expects to continue to fund its operations through issuances of Ordinary Shares and warrants, convertible securities, and through Israeli governmental grants. There is no assurance that such financing will be obtained .
Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. As of December 31, 2024, the Company had incurred accumulated losses of $29.1 million and expects to continue to fund its operations through issuances of Ordinary Shares and warrants, convertible securities, and through Israeli governmental grants.
Finally, the Credit Facility Agreement provides that from July 4, 2022 and for a term of the Credit Facility Agreement, Pure Capital shall serve as our strategic consultant in connection with any offering or financing transaction of our company, each in excess of $5,000,000, in exchange for a per offering and/or transaction fee of $100,000 for the closing(s) of any such offering, which does not include our IPO.
The Credit Facility Agreement also provided that from July 4, 2022 to, June 30, 2024, Pure Capital would serve as our strategic consultant in connection with any offering or financing transaction of our company, each in excess of $5,000,000, in exchange for a per offering and/or transaction fee of $100,000 for the closing(s) of any such offering. 59 On February 16, 2023, we issued an aggregate of 2,114 Ordinary Shares to certain investors in our April 2021 financing pursuant to certain provisions in our agreements with such investors as a result of issuing Ordinary Shares at a price lower than the price they had paid for their Ordinary Shares.
The increase was mainly due to manufacturing costs associated with the sales of our B2C Mudra Bands. Research and development expenses, net Research and development expenses, net increased by approximately $1.0 million , or 46%, to approximately $3,316 thousand for the year ended December 31, 2023 from approximately $2,271 thousand for the year ended December 31, 2022.
Research and development expenses, net Research and development expenses, net decreased by approximately $352 thousand, or 11%, to approximately $2,964 thousand for the year ended December 31, 2024, from approximately $3,316 thousand for the year ended December 31, 2023.
Financial Income and Expense Financial income mainly consists of interest on deposits while financial expenses consist of interest on senior secured credit facility, bank charges and net currency exchange rates differences . Comparison of the Years Ended December 31, 2023 and 2022 Results of Operations The following table summarizes our results of operations for the periods presented.
Comparison of the Years Ended December 31, 2024 and 2023 Results of Operations The following table summarizes our results of operations for the periods presented.
Since our founding in 2014, we have developed the Mudra technology, that allows digital devices to be controlled through a neural input interface. We are in a growth stage and at an early stage of revenues. We are currently in the transition phase from research and development to commercialization of our technology into B2B and B2C products.
We are now in the transition phase from research and development to commercialization of our technology into B2B products.
The increase was primarily due to an increase of approximately $497 thousand in labor costs, mainly due to the increase in the number of employees in the research and development, an increase in materials expenses of approximately $427 thousand, an increase in subcontractors expenses of approximately $263 thousand and an increase in travel expenses of approximately $129 thousand, due to the beginning of Mudra Band’s production abroad, offset by an increase in IIA participation of approximately $432 thousand.
The decrease was primarily due to a decrease of approximately $171 thousand in labor costs, a decrease in materials expenses of approximately $302 thousand, a decrease in subcontractors expenses of approximately $182 thousand and a decrease in travel expenses of approximately $89 thousand, due to a decrease in transition costs from development to production.
We have off-balance sheet arrangements in connection with our research and development agreements with the IIA.
We are currently negotiating the monthly rent payment for the extended lease period, which according to the terms of the lease agreement, may be increased up to 10% as compared to the second lease year. We have off-balance sheet arrangements in connection with our research and development agreements with the IIA.
The primary factors affecting investing cash flows during 2023 was an increase of $4.1 million in short term deposits.
Net cash provided by (used in) investing activities Cash provided by investing activities for the year ended December 31, 2024, was approximately $3.2 million, primary due to a decrease in short-term deposits. Cash used in investing activities for the year ended December 31, 2023, was approximately $4.2 million, mainly due to an increase in short-term deposits.
Removed
We are continuing to ship out our first B2C consumer product, the Mudra Band, and expect to launch the Mudra XR wristband, which supports hands-free interaction, in the fourth quarter of 2024.
Added
Overview We are a growth company developing a non-invasive neural input interface in the form of a wearable wristband for controlling digital devices using subtle finger gestures and hand movements. Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy.
Removed
The increase was primarily due to an increase of approximately $285 thousand in labor costs, mainly due to the increase in the number of employees, an increase of approximately $192 thousand in exhibitions, conventions, and travel expenses. an increase of approximately $219 thousand in consultant expenses and an increase of approximately $170 thousand in advertising expenses, offset by a decrease of approximately $339 thousand in share-based compensation.
Added
At the same time, starting in December 2023, we have commenced shipment of the Mudra Band, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad, inter alia.
Removed
The increase was primarily due to an increase of approximately $306 thousand in labor costs, mainly due to the increase in the number of employees, an increase of approximately $420 thousand in insurance and public company expenses and an increase of approximately $314 thousand in professional services.
Added
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for orders and we have started shipping the Mudra Link to customers in the first quarter of 2025.
Removed
Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. As of December 31, 2023, our principal source of liquidity was cash and proceeds from our IPO from September 2022 and the public offering from November 2023, totaling approximately $15 million net.
Added
Mudra Development Kit, originally named Mudra Inspire, our B2B development kit product, started selling to B2B customers in 2018 as the first point of business engagement and contributed to our early-stage revenues. At CES 2024, the Mudra Band for Apple Watch, our flagship B2C product was included in the “Best of CES 2024” products list by SlashGear.
Removed
Cash provided by financing activities during the year ended December 31, 2022 totaled approximately $14.9 million, mainly as a result of consideration of our IPO in which we issued 3,750,000 Ordinary Shares and warrants to purchase 8,625,000 Ordinary Shares, the conversion of SAFEs into 118,204 Ordinary shares and the exercise of 40,000 warrants into shares.
Added
At CES 2025, the Mudra Link, our gesture control stand-alone wristband for all Bluetooth compatible devices won the CES 2025 Honoree Award in XR Technologies & Accessories. Over 100 companies have purchased our Mudra Development Kit, 30 of which are multinational technology companies.
Removed
In January 2022, our board of directors authorized us to enter into a series of SAFEs for aggregate proceeds of up to $3 million, of which we received $500 thousand under the SAFEs we had entered into.
Added
These companies are exploring various input and control use-cases for their products, ranging over multiple countries and industry sectors, including consumer electronics manufacturers, consumer electronics brands, electronic components manufacturers, IT services and software development companies, industrial companies, and utility providers.
Removed
Pursuant to the terms of the SAFEs, any amounts received under the SAFEs entered into by us were to be automatically converted into our Ordinary Shares in the event we closed an Equity Financing (as defined hereinafter) at a discount of 20% from the per share purchase price in such Equity Financing, unless if such investors chose to receive cash payments equal to the amount of their investment.
Added
Our objective with these companies is to commercialize the Mudra technology by licensing it for integration in the hardware and software of these companies’ products and services. We estimate that there will be a three-to-five-year period from the time we are first introduced to a customer to signing a licensing agreement.
Removed
An Equity Financing is a transaction or series of transactions with the principal purpose of raising capital in an aggregate amount of at least $5,000,000, excluding all outstanding (i) SAFEs, and (ii) other convertible securities (if any), pursuant to which we issue and sell Ordinary Shares at a fixed pre-money valuation.
Added
In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain-computer interface sensors, with additional verticals that include Industry 4.0 – a new phase in the Industrial Revolution that focuses on interconnectivity, automation, machine learning, and real-time data, digital health, sport analytics, and more.
Removed
In case of an initial public offering or a Change of Control transaction (as defined hereinafter), the SAFE amount shall, at the election of the investor thereunder, either (i) convert into our Ordinary Shares at a discount of 20% from the per share price at such event, or (ii) be repaid to the investor (subject to adjustments in case there are insufficient funds for such repayment to all SAFE investors) at the closing thereof.
Added
We generate revenues from the sales of our Mudra Band, our Mudra Inspiredevelopment kits and sales of pilot transactions. 55 In 2023, we started production of our B2C consumer product, the Mudra Band, and started to generate revenues, all of which were pre-paid.
Removed
The conversion of the SAFE amounts into the Ordinary Shares in case of an initial public offering, is also subject to certain lock-up periods and other restrictions on transfer.
Added
The increase was mainly due to an increase in costs of goods and manufacturing costs as a result of an increase in sales of our B2C Mudra Bands.
Removed
In the event of a dissolution event (e.g., a voluntary or involuntary termination of operations, dissolution or our winding-up), the SAFE amount shall be repaid to the investors prior to or concurrently with the consummation of such an event.
Added
On July 4, 2022, we entered into a three-year consulting agreement, or the Credit Facility Agreement, with Pure Capital Ltd., or Pure Capital, which did not include a provision of termination by us for convenience after the consulting commencement date.
Removed
In addition, we issued to each SAFE investor a warrant to purchase Ordinary Shares with an exercise price of $6.345 per share for an aggregate amount of up to $25 thousand (exercisable for a total of 15,760 Ordinary Shares until the earlier of: (i) eighteen (18) months from January 2022; or (ii) in a Change of Control event, which generally covers (a) transaction in which any person or group becomes the beneficial owner, directly or indirectly, of more than 50% of our outstanding voting securities with the right to vote for the election of members of our board of directors, or (b) any reorganization, merger or our consolidation, or (c) a sale, lease or other disposition of all or substantially all of our assets.
Added
On June 6, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, Ltd., or YA, a fund managed by Yorkville Advisors Global, L.P.
Removed
Following the consummation of our IPO, $100 thousand received under the SAFEs were repaid in cash and $400 thousand was converted into 118,204 Ordinary Shares, based on the public offering price of $4.23 per Ordinary Share. 59 On July 4, 2022, we entered into a senior secured credit facility agreement, or the Credit Facility Agreement, with Pure Capital to borrow from time to time amounts from Pure Capital for the purposes of financing our ongoing activities and the payment of certain expenses in connection with our IPO, or the Credit Facility.
Added
Pursuant to the terms of the SEPA, YA committed to purchase up to $10 million, or the Commitment Amount, of Ordinary Shares at any time during the three-year period following the execution date of the SEPA.
Removed
During July, August and September 2022, we received $800,000 from Pure Capital pursuant to the Credit Facility Agreement, which were fully repaid on September 19, 2022 from the proceeds of the IPO.
Added
In connection with the SEPA, we could request pre-paid advances of the Commitment Amount, in an amount up to $3.0 million, each a Pre-Paid Advance. Each Pre-Paid Advance was evidenced by a promissory note, each, a Promissory Note.

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Item 6. [Reserved]

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

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Biggest changeBoard Practices—Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; 71 ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; ● establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto.
Biggest changeBoard Practices-Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; ● establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Management-Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director, if applicable. 72 Our board of directors has adopted an audit committee charter setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.
Alon Mualem has served as our Chief Financial Officer since January 7, 2022. Mr. Mualem previously served as the Chief Financial Officer of Eltek Ltd. (Nasdaq: ELTK), an Israeli public company, from January 2019 to January 2022. Mr. Mualem served as the Chief Financial Officer of SharpLink Gaming Ltd.
Alon Mualem, Chief Financial Officer Mr. Alon Mualem has served as our Chief Financial Officer since January 7, 2022. Mr. Mualem previously served as the Chief Financial Officer of Eltek Ltd. (Nasdaq: ELTK), an Israeli public company, from January 2019 to January 2022. Mr. Mualem served as the Chief Financial Officer of SharpLink Gaming Ltd.
For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service.
For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service.
Under the Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders by a special majority.
Chief executive officer. Under the Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders by a special majority.
Section 102 Options may be either approved Options or unapproved Options. Approved Section 102 Options are: (1) required to be held by a trustee appointed by our board of directors pursuant to the 2015 Plan, or Trustee; (2) require a holding period as set forth in Section 102; and (3) are subject to an irrevocable proxy provided to the Trustee.
Section 102 options may be either approved options or unapproved options. Approved Section 102 options are: (1) required to be held by a trustee appointed by our board of directors pursuant to the 2015 Plan; (2) require a holding period as set forth in Section 102; and (3) are subject to an irrevocable proxy provided to the trustee.
Our compensation policy also provides for compensation to the members of our board of directors either: (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time; or (ii) in accordance with the amounts determined in our compensation policy.
Our amended and restated compensation policy also provides for compensation to the members of our board of directors either: (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time; or (ii) in accordance with the amounts determined in our amended and restated compensation policy.
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or 80 ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
Limitations The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Limitations The Companies Law provides that we may not exempt or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Mualem served as a controller and Chief Financial Officer of hi-tech companies, and as an audit manager at Somekh Chaikin, a member firm of KPMG International . Mr. Mualem holds a B.A. degree in Accounting and Economics from Tel Aviv University and is a licensed CPA (Israel). Tamar Fleisher, Chief Operating Officer Ms.
Mualem served as a controller and Chief Financial Officer of hi-tech companies, and as an audit manager at Somekh Chaikin, a member firm of KPMG International . Mr. Mualem holds a B.A. degree in Accounting and Economics from Tel Aviv University and is a licensed CPA (Israel). 64 Tamar Fleisher, Chief Operating Officer Ms.
From September 2000 until November 2001, Mr. Goldman served as managing director of Argoquest Holdings, LLC. Mr. Goldman holds a B.A. degree in Economics and Accounting from Tel Aviv University and is a Certified Public Accountant (Israel). Ilana Lurie, Independent Director Ms. Ilana Lurie has served as one of our directors since September 2022. Ms.
From September 2000 until November 2001, Mr. Goldman served as managing director of Argoquest Holdings, LLC. Mr. Goldman holds a B.A. degree in Economics and Accounting from Tel Aviv University and is a Certified Public Accountant (Israel). Ilana Lurie, Director Ms. Ilana Lurie has served as one of our directors since September 2022. Ms.
Section 102 Options may either be subject to a capital gains track or ordinary income track, as elected and designated by us. Our board of directors has the discretion to determine the terms of the Options for each option grant, including the exercise price and vesting dates of the Options.
Section 102 options may either be subject to a capital gains track or ordinary income track, as elected and designated by us. 82 Our board of directors has the discretion to determine the terms of the options for each option grant, including the exercise price and vesting dates of the options.
External directors, if applicable, may be elected for up to two additional three-year terms after their initial three-year term under certain circumstances. External directors may be removed from office only under the limited circumstances set forth in the Companies Law.
External directors, if applicable, may be elected for up to two additional three-year terms after their initial three-year term under certain circumstances, and may be removed from office only under the limited circumstances set forth in the Companies Law.
Our independent registered public accounting firm and our internal auditor are invited to attend all meetings of our financial statements examination committee. 72 Compensation Committee Under the Companies Law, the board of directors of any public company must establish a compensation committee.
Our independent registered public accounting firm and our internal auditor are invited to attend all meetings of our financial statements examination committee. Compensation Committee Under the Companies Law, the board of directors of any public company must establish a compensation committee.
If a majority of the board of directors has a personal interest, then shareholder approval is generally also required. 79 Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
If a majority of the board of directors has a personal interest, then shareholder approval is generally also required. Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
Arrangements for Election of Directors and Members of Management There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors were selected. 66 B.
Arrangements for Election of Directors and Members of Management There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors were selected. B.
However, in Israel, we are subject to certain Israeli Labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office, and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.
However, in Israel, we are subject to certain Israeli Labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office, and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement. 83 E.
Our compensation committee reviews and recommends to our board of directors (and in accordance with the provisions of our compensation policy): with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Our compensation committee reviews and recommends to our board of directors (and in accordance with the provisions of our amended and restated compensation policy): with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Approval of the Compensation of Directors and Executive Officers The compensation of, or an undertaking to indemnify, insure or exculpate, an office holder who is not a director requires the approval of the company’s compensation committee, followed by the approval of the company’s board of directors, and, if such compensation arrangement or an undertaking to indemnify, insure or exculpate is inconsistent with the company’s stated compensation policy, or if the said office holder is the chief executive officer of the company (subject to a number of specific exceptions), then such arrangement is subject to the approval of our shareholders, by a special majority requirement.
Approval of the Compensation of Directors and Executive Officers The compensation of, or an undertaking to indemnify, insure or exempt, an office holder who is not a director requires the approval of the company’s compensation committee, followed by the approval of the company’s board of directors, and, if such compensation arrangement or an undertaking to indemnify, insure or exempt is inconsistent with the company’s stated compensation policy, or if the said office holder is the chief executive officer of the company (subject to a number of specific exceptions), then such arrangement is subject to the approval of our shareholders, by a special majority requirement.
In addition, our compensation policy provides for maximum permitted ratios between the total variable (cash bonuses and equity-based compensation) and non-variable (base salary) compensation components, in accordance with an officer’s respective position with the company. An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets.
In addition, amended and restated our compensation policy provides for maximum permitted ratios between the total variable (cash bonuses and equity-based compensation) and non-variable (base salary) compensation components, in accordance with an officer’s respective position with the company. An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets.
However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision, after rediscussing the terms of the compensation and the shareholders’ non-approval. 80 Chief executive officer.
However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision, after rediscussing the terms of the compensation and the shareholders’ non-approval.
Our compensation policy is designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
Our amended and restated compensation policy is designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
If not earlier exercised, the Options expire upon the earlier of (i) 10 years from the date of grant; (ii) depending on the circumstances, following a pre-determined time period after the termination of the Optionees employment or engagement with us, as applicable; or (iii) as provided in the Optionee’s option agreement.
If not earlier exercised, the options expire upon the earlier of (i) ten years from the date of grant; (ii) depending on the circumstances, following a pre-determined time period after the termination of the Optionees employment or engagement with us, as applicable; or (iii) as provided in the Optionee’s option agreement.
Under the Companies Law, the board of directors may adopt the compensation policy if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy, the compensation committee and the board of directors revisit the matter and determine that adopting the compensation policy would be in the best interests of the company.
Under the Companies Law and certain conditions, the board of directors may adopt the compensation policy if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy, the compensation committee and the board of directors revisit the matter and determine that adopting the compensation policy would be in the best interests of the company.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. Committees of the Board of Directors Our board of directors has three standing committees, the audit committee, the compensation committee and the Financial Statement Examination Committee.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. 71 Committees of the Board of Directors Our board of directors has three standing statutory committees, the audit committee, the compensation committee and the Financial Statement Examination Committee.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.69 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.699 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
Their terms of employment are subject to the terms of our compensation policy and any applicable law, and are subject to the approval of the board of directors’ compensation committee, the board of directors, and in some cases of our general meeting of our shareholders, and are subject to the terms of any applicable employment agreements that we may enter into with them.
Their terms of employment are subject to the terms of our amended and restated compensation policy and any applicable law, and are subject to the approval of the board of directors’ compensation committee, the board of directors, and in some cases of our general meeting of our shareholders, and are subject to the terms of any applicable employment agreements that we may enter into with them.
Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law. The foregoing descriptions summarize the material aspects and practices of our board of directors.
Our amended and restated articles of association permit us to exempt (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law. The foregoing descriptions summarize the material aspects and practices of our board of directors.
Subject to the aforesaid limitations, under the indemnification agreements, we will exculpate and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law.
Subject to the aforesaid limitations, under the indemnification agreements, we will exempt and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2023.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2024.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exemption, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares, options, in accordance with our stock option plan then in place. Share options granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers.
Our amended and restated compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares, options, in accordance with our stock option plan then in place. Share options granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers.
(5) Class II directors shall hold office until the annual general meeting to be held in 2024 and until their successors shall have been elected and qualified. (6) Class III directors shall hold office until the annual general meeting to be held in 2025 and until their successors shall have been elected and qualified.
(5) Class II directors shall hold office until the annual general meeting to be held in 2027 and until their successors shall have been elected and qualified. (6) Class III directors shall hold office until the annual general meeting to be held in 2025 and until their successors shall have been elected and qualified.
Our amended and restated articles of association provide that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest.
Our amended and restated articles of association provide that we may exempt, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exemption from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest.
In addition, our compensation policy contains compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy) and allows us to exculpate, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.
In addition, our amended and restated compensation policy contains compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our amended and restated compensation policy) and allows us to exempt, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.
Our board of directors has established an audit committee, compensation committee, and a financial statement examination committee. Our articles of association provide for a split of the board of directors into three classes with staggered three-year terms (excluding external directors, if applicable).
Our board of directors has established an audit committee, compensation committee, and a financial statement examination committee. 68 Our amended and restated articles of association provide for a split of the board of directors into three classes with staggered three-year terms (excluding external directors, if applicable).
However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our board of directors, in accordance with the provisions of our articles of association and the Companies Law.
However, any such shareholder may make such a nomination only if a written notice and timely of such shareholder’s intent to make such nomination has been given to our board of directors, in accordance with the provisions of our amended and restated articles of association and the Companies Law.
E. Share Ownership See “Item 7.A. Major Shareholders” below. F. Action to Recover Erroneously Awarded Compensation Not applicable. 82
Share Ownership See “Item 7.A. Major Shareholders” below. F. Action to Recover Erroneously Awarded Compensation Not applicable.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO. 64 Alon Mualem, Chief Financial Officer Mr.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO.
Share Option Plan In September 2015, our board of directors adopted the 2015 Plan, pursuant to the provisions of the Israeli Income Tax Ordinance, or the Tax Ordinance. Following several amendments, our board of directors currently has the discretion to grant options, or Options, to purchase Ordinary Shares of our company from a pool of up to 3,188,597 Ordinary Shares.
Share Option Plan In September 2015, our board of directors adopted the 2015 Plan, pursuant to the provisions of the Israeli Income Tax Ordinance, or the Tax Ordinance. Following several amendments, our board of directors currently has the discretion to grant options to purchase Ordinary Shares from a pool of up to 39,857 Ordinary Shares.
However, under a new exemption applicable as of March 12, 2024, one or more shareholders of an Israeli company whose shares are listed outside of Israel, may request the company’s board of directors to include an appointment of a candidate for a position on the board of directors or the termination of a board member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder hold at least five percent (5%) of the voting rights of the company, instead of one percent (1%) required in the past.
However, under exemptions applicable for Israeli companies whose shares are listed on stock exchanges outside of Israel, or the Exemptions Regulations, one or more shareholders of such a company, may request the company’s board of directors to include the appointment of a candidate for a position on the board of directors or the termination of a board member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder hold at least five percent (5%) of the voting rights of the company, instead of one percent (1%) required in the past.
The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company.
The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company. 76 On December 15, 2022, our board of directors appointed Mr.
Under regulations promulgated pursuant to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
In addition, external directors must meet stringent standards of independence as set forth in the Companies Law, including regulations regarding: limitations on the duration of the term of office of the external directors, limitations on compensation terms, etc. 70 Under regulations promulgated under to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
The options expire in August 2033 and have an exercise price of $1.32. For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
Pursuant to the Companies Law, chairman of the audit committee is elected by the members of the audit committee. In addition, a majority of the members of the audit committee of a publicly traded company must be independent directors under the Companies Law.
In addition, a majority of the members of the audit committee of a publicly traded company must be independent directors under the Companies Law.
On December 15, 2022, our board of directors re-appointed Doron Cohen, of Fahn Kanne & Co., the Israeli member firm of Grant Thornton International Ltd., as our internal auditor. Our internal auditor is a partner of a firm which specializes in internal auditing.
Doron Cohen, of Fahn Kanne & Co., the Israeli member firm of Grant Thornton International Ltd., as our internal auditor. Our internal auditor is a partner of a firm which specializes in internal auditing.
Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Under the Companies Law, exemption, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief executive officer, by the shareholders).
An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. 77 The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and ● in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and ● in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
Salary, bonuses and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 11 persons as of December 31, 2023 $ 1,687,179 $ 409,577 $ 123,303 (1) Includes: (i) options granted to Alon Mualem to purchase 120,000 Ordinary Shares under the Wearable Devices Ltd. 2015 Share Option Plan, as amended, or the 2015 Plan.
Salary, bonuses and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 11 (2) persons as of December 31, 2024 $ 1,642,962 $ 365,014 $ 90,484 (1) Includes: (i) options granted to Alon Mualem to purchase 1,500 Ordinary Shares under the Wearable Devices Ltd. 2015 Share Option Plan, as amended, or the 2015 Plan.
(3) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the rate of NIS 3.69 per $1.00 (the average exchange rate in 2023). 67 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers.
(3) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the rate of NIS 3.699 per $1.00 (the average exchange rate in 2024). (4) Mr. Barry Kaplan’s employment agreement was terminated, effective December 31, 2024. 67 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers.
Ilana Lurie, each of whom is “independent,” as such term is defined in under Nasdaq rules. 75 Joint Committee In accordance with the provisions of the Companies Law and the regulations promulgated pursuant to it and under certain conditions, an Israeli company may unite its audit committee, the compensation committee and the financial statement examination committee into one committee, or the Joint Committee.
Joint Committee In accordance with the provisions of the Companies Law and the regulations promulgated pursuant to it and under certain conditions, an Israeli company may unite its audit committee, the compensation committee and the financial statement examination committee into one committee, or the Joint Committee.
The options have expiration dates ranging from April 2028 to August 2033, and an exercise price ranging from $1.32 to $2.25 per share; (iii) options granted to Offir Remez to purchase 157,000 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from April 2028 to August 2033, and exercise prices ranging from $105.60 to $180 per share; (iii) options granted to Offir Remez to purchase 1,962 Ordinary Shares under the 2015 Plan.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO. 69 The board of directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees, subject to certain limitations.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO.
The options have expiration dates ranging from January 2032 to August 2033, with an exercise price ranging from $0.003 to $1.32; (ii) options granted to Barry Kaplan (a former director) to purchase 254,426 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60; (ii) options granted to Barry Kaplan (a former director) to purchase 3,180 Ordinary Shares under the 2015 Plan.
The options expire in August 2033 and have an exercise price of $1.32; (vii) options granted to Ilana Lurie to purchase 20,000 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $1.32; and (vii) options granted to Eli Bachar to purchase 20,000 Ordinary Shares under the 2015 Plan.
The options expire in August 2033 and have an exercise price of $105.60; (vii) options granted to Yaacov Goldman to purchase 250 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $105.60; (vii) options granted to Ilana Lurie to purchase 250 Ordinary Shares under the 2015 Plan.
The equity-based compensation under our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
A less significant portion of the chairman’s and/or the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the chairman’s or the Chief Executive Officer’s respective overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria. 75 The equity-based compensation under our amended and restated compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
The options have expiration dates ranging from December 2027 to August 2033; (vi) options granted to Asher Dahan to purchase 30,000 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $1.32; (vii) options granted to Guy Wagner to purchase 30,000 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from December 2027 to August 2033; (vi) options granted to Asher Dahan to purchase 1,000 Ordinary Shares under the 2015 Plan.
As of March 13, 2024, the Company meets such conditions and therefore formed a Joint Committee. The members of our Joint Committee consist of Mr. Eli Bachar, Mr. Yaacov Goldman and Ms. Ilana Lurie, with Mr. Yaacov Goldman serving as chairman.
As of March 19, 2025, the Company met such conditions and therefore formed a Joint Committee. The members of our Joint Committee consist of Mr. Eli Bachar, Mr. Yaacov Goldman and Ms. Ilana Lurie. As of March 17, 2025, Ms. Lurie serves as the chairwoman of the Joint Committee.
The options have expiration dates ranging from January 2032 to August 2033, with an exercise price ranging from $0.003 to $1.32, (v) options granted to Shmuel Barel to purchase 167,213 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60, (v) options granted to Shmuel Barel to purchase 2,090 Ordinary Shares under the 2015 Plan.
The compensation policy must furthermore consider the following additional factors: ● the education, skills, expertise and accomplishments of the relevant director or executive; ● the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her; ● the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company; ● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and 73 ● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.
The compensation policy must furthermore consider the following additional factors: ● the education, skills, expertise and accomplishments of the relevant director or executive; ● the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her; ● the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company; ● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and ● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company The compensation policy must also include the following principles: ● with the exception of office holders who report directly to the chief executive officer, the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation. 74 The compensation policy must also consider appropriate incentives from a long-term perspective.
Exculpation Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
Such indemnification agreements provide the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance. 78 Exemption Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exemption is included in its articles of association.
He provides consulting services to companies in strategic-financial areas, through his wholly owned company, Maanit-Goldman Management & Investments (2002) Ltd. Mr. Goldman has served as external director for Can-Fite BioPharma Ltd. (NYSE:CANF) since August 2017. Mr. Goldman also serves as a director of Avgol Industries 1953 Ltd., Mivne Real Estate (K.D) Ltd., and Prashkovsky Investments and Construction Ltd. Mr.
Goldman has served as external director for Can-Fite BioPharma Ltd. (NYSE:CANF) since August 2017. Mr. Goldman also serves as a director of Avgol Industries 1953 Ltd., Mivne Real Estate (K.D) Ltd., and Prashkovsky Investments and Construction Ltd. Mr.
On the other hand, our compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation. 74 Our compensation policy also addresses our executive officer’s individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers, and considers the internal ratios between compensation of our executive officers and directors and other employees.
On the other hand, our amended and restated compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.
Furthermore, pursuant to these regulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed three years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent director’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional term is in the company’s best interest. 70 Alternate Directors Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, subject to the conditions set thereto including approval of the nominee by our board of directors, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever.
Furthermore, pursuant to these regulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed three years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent director’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional term is in the company’s best interest.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter).
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 81 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to: (a) who may not be a member of the committee; and (b) who may not be present during committee deliberations as described above.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to: (a) who may not be a member of the committee; and (b) who may not be present during committee deliberations as described above. 73 However, under the Exemptions Regulations, a company with no controlling shareholder might be exempted from certain obligations mentioned above.
The director whom is to be retired and re-elected shall be the director that served the longest period since its appointment or last re-election or, if more than one director served the longest time, or if a director who is not to be re-elected agrees to be re-elected, the meeting of the board of directors which sets the date and agenda for the annual general meeting (acting by a simple majority) will decide which of such directors will be brought for re-election at the relevant general meeting. 68 Each director, except external directors (if applicable), will hold office until the next annual general meeting of our shareholders following his or her appointment, or until he or she resigns or unless he or she is removed by a majority vote of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended and restated articles of association.
The director whom is to be retired and re-elected shall be the director that served the longest period since its appointment or last re-election or, if more than one director served the longest time, or if a director who is not to be re-elected agrees to be re-elected, the meeting of the board of directors which sets the date and agenda for the annual general meeting (acting by a simple majority) will decide which of such directors will be brought for re-election at the relevant general meeting.
As of March 13, 2024, 372,771 Ordinary Shares had been issued upon the exercise of Options, 1,749,189 Options had been allocated and/or granted but had not been exercised, and 1,066,637 Ordinary Shares remained available for future grants. 81 Pursuant to the 2015 Plan, the Options may be granted to employees, consultants and service providers, directors and non-employees of our company and/or our affiliates, or the Optionees; provided however, that the Optionees who are Israeli employees or directors (who are not controlling shareholders of our company) may only receive Options pursuant to Section 102 of the Tax Ordinance, or Section 102, and non-employees (and/or employees who are also controlling shareholders), may receive Options pursuant to Section 3(i) of the Tax Ordinance.
Pursuant to the 2015 Plan, options may be granted to employees, consultants and service providers, directors and non-employees of our company and/or our affiliates, or the Optionees; provided however, that the Optionees who are Israeli employees or directors (who are not controlling shareholders of our company) may only receive options pursuant to Section 102 of the Tax Ordinance, or Section 102, and non-employees (and/or employees who are also controlling shareholders), may receive options pursuant to Section 3(i) of the Tax Ordinance.
Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2023. 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.
Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2024.
The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; ● refrain from any action that is competitive with the company’s business; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder. 76 Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person.
Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person. 77 We maintain directors’ and officers’ liability insurance currently providing for a total coverage of $7.5 million for the benefit of all of our directors and officers, with an annual premium of $190,000, which expires on September 11, 2025.
Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 79 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 13, 2024: Name Age Position Class Asher Dahan 46 Chief Executive Officer, Chairman of the Board of Directors Class III (6) Alon Mualem 56 Chief Financial Officer N/A Tamar Fleisher 43 Chief Operating Officer N/A Guy Wagner 46 Chief Scientific Officer, President and Director Class III (6) Leeor Langer 42 Chief Technology Officer N/A Shmuel Barel 48 Chief Marketing Officer N/A Offir Remez 53 Executive Vice President of Business Development N/A Eli Bachar (1)(2)(3) 41 Director Class II (5) Barry Kaplan 53 Executive Vice President of the U.S.
Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 19, 2025: Name Age Position Class Asher Dahan 47 Chief Executive Officer, Chairman of the Board of Directors Class III (6) Alon Mualem 57 Chief Financial Officer N/A Tamar Fleisher 44 Chief Operating Officer N/A Guy Wagner 47 Chief Scientific Officer, President and Director Class III (6) Leeor Langer 43 Chief Technology Officer N/A Shmuel Barel 49 Chief Marketing Officer N/A Offir Remez 54 Executive Vice President of Business Development N/A Eli Bachar (1)(2)(3) 42 Director Class II (5) Yaacov Goldman (1)(2)(3) 69 Director Class II (5) Ilana Lurie (1)(2)(3) 52 Director Class I (4) (1) Member of the Compensation Committee (2) Member of the Audit Committee and Financial Statement Examination Committee (3) Independent Director (as defined under Nasdaq Stock Market rules) (4) Class I directors shall hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected and qualified.
All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2023.
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. 66 All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2024.
One of the external directors must have “financial and accounting expertise”, as defined under the Companies Law. In addition, external directors must meet stringent standards of independence as set forth in the Companies Law, including regulations regarding: limitations on the duration of the term of office of the external directors, limitations on compensation terms, etc.
One of the external directors must have “financial and accounting expertise”, as defined under the Companies Law.
In addition, we have one consultant located in Japan. We have two sub-contractors located in India, performing front end software application development. The majority of our employees are located in Israel. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.
None of our employees are members of a union or subject to the terms of a collective bargaining agreement.
In December 2022, our board of directors approved the amendment to our 2015 Plan to include restricted stock units under the 2015 Plan. D. Employees As of the date of this annual report, we employ 29 full-time employees (including one employee located in Lithuania and two employees located in the United States), and 10 part-time employees.
In December 2022, our board of directors approved the amendment to our 2015 Plan to include restricted stock units under the 2015 Plan.
Bachar holds a BA in Business Administration and Management from the Reichman University (previously known as IDC Herzliya). Barry Kaplan, Executive Vice President of the U.S. Operations Mr. Barry Kaplan has served as Executive Vice President of the U.S. operations since July 2021. Prior to our IPO, Mr. Kaplan also served as director from April 2018 to September 2022.
Bachar holds a BA in Business Administration and Management from the Reichman University (previously known as IDC Herzliya). Yaacov Goldman, Director Mr. Yaacov Goldman has served as one of our directors since September 2022. He provides consulting services to companies in strategic-financial areas, through his wholly owned company, Maanit-Goldman Management & Investments (2002) Ltd. Mr.
The options expire in August 2033 and have an exercise price of $1.32; (vii) options granted to Leeor Langer to purchase 30,000 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $1.32; (vii) options granted to Yaacov Goldman to purchase 20,000 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from August 2033 to September 2034 with exercise prices ranging from $105.60 to $34.32; (vii) options granted to Leeor Langer to purchase 375 Ordinary Shares under the 2015 Plan.
The number of Ordinary Shares in the Pool is also subject to adjustment under certain circumstances (e.g., reorganization of our equity capital).
The number of Ordinary Shares in the Pool is also subject to adjustment under certain circumstances (e.g., reorganization of our equity capital). As of March 19, 2025, 4,660 Ordinary Shares had been issued upon the exercise of options, 25,990 options had been allocated and/or granted but had not been exercised, and 9,208 Ordinary Shares remained available for future grants.
The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee (and, in case a controlling shareholder is an office holder, the board of directors as well), if the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.

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Item 7. Management's Discussion & Analysis

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

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Biggest changeNo. of Shares Beneficially Owned Percentage Owned Holders of more than 5% of our voting securities: Asher Dahan * (1) 1,350,000 6.6 % Guy Wagner * (2) 1,800,000 8.8 % Leeor Langer (3) 1,350,000 6.6 % Alumot (4) 1,198,774 5.9 % Directors and senior management who are not 5% holders: Eli Bachar * (5) 276,640 1.3 % Barry Kaplan (6) 234,426 1.1 % Alon Mualem (7) 77,778 0.4 % Offir Remez (8) 137,000 0.7 % Shmuel Barel (9) 135,546 0.7 % Tamar Fleisher (10) 14,167 0.1 % Yaacov Goldman * (11) 0 - Ilana Lurie * (11) 0 - All directors and senior management as a group (11 persons) 5,375,557 25.4 % * Indicates director of the Company.
Biggest changeUnless otherwise noted below, each beneficial owner’s address is c/o Wearable Devices Ltd., 2 Ha-Ta’asiya St., Yokne’am Illit, 2069803 Israel. 84 No. of Shares Beneficially Owned Percentage Owned Holders of more than 5% of our voting securities: Armistice Capital, LLC (1) 102,795 9.99 % Directors and senior management who are not 5% holders: Asher Dahan * (2) 21,667 2.1 % Guy Wagner * (3) 27,292 2.6 % Leeor Langer (4) 21,875 2.1 % Eli Bachar * (5) 3,597 0.3 % Alon Mualem (6) 3,472 0.4 % Offir Remez (7) 4,768 0.5 % Shmuel Barel (8) 3,618 0.4 % Tamar Fleisher (9) 2,062 0.2 % Yaacov Goldman * (10) 139 0.0 % Ilana Lurie * (10) 139 0.0 % All directors and senior management as a group (10 persons) 88,628 8.4 % * Indicates director of the Company.
Major Shareholders The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 13, 2024 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our directors, and executive officers; and ● all of our directors, and executive officers as a group.
Major Shareholders The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 19, 2025 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our directors, and executive officers; and ● all of our directors, and executive officers as a group.
Ordinary Shares issuable pursuant to outstanding options or warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days after March 13, 2024, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Ordinary Shares issuable pursuant to outstanding options or warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days after March 19, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Changes in Percentage Ownership by Major Shareholders Over the course of 2023, there was a decrease in the percentage ownership of OurCrowd General Partner, L.P. (from 8.1% to 0%) and a decrease in the percentage ownership of Mudra CEO LLC (from 6.0% to 0%).
Over the course of 2023, there was a decrease in the percentage ownership of OurCrowd General Partner, L.P. (from 8.1% to 0%) and a decrease in the percentage ownership of Mudra CEO LLC (from 6.0% to 0%).
We describe our option plans under “Item 6.C Board Practices — Share Option Plan.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various option plan agreements), options that are vested will generally remain exercisable for three months after such termination.
We describe our option plans under “Item 6.C Board Practices - Share Option Plan.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various option plan agreements), options that are vested will generally remain exercisable for three months after such termination. 87 Restricted Share Units In December 2024, we began granting RSUs to our officers and certain of our directors under the GEIP.
Record Holders As of March 13, 2024, there were 25 shareholders of record of our Ordinary Shares. This number is not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.
This number is not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.
Lurie and Mr. Goldman have no Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. In addition, Ms. Lurie and Mr. Goldman each hold options to purchase 20,000 Ordinary Shares that are not exercisable within 60 days, with expiration dates ranging of November 2033, with an exercise price of $1.32.
Goldman each hold options to purchase 139 Ordinary Shares that are exercisable within 60 days, with expiration dates in November 2033, with an exercise price of $105.60. In addition, Ms. Lurie and Mr.
(3) The beneficial ownership is based on a Schedule 13G filed by Mr. Langer with the SEC on February 13, 2023. In addition, Mr.
(3) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
(2) The beneficial ownership is based on a Schedule 13G filed by Mr. Wagner with the SEC on February 13, 2023. In addition, Mr. Wagner hold options to purchase 30,000 Ordinary Shares that are not exercisable within 60 days, with expiration dates of November 2033, with an exercise price of $1.32.
Wagner holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60; options to purchase 625 Ordinary Shares that are not exercisable within 60 days, with expiration dates in September 2034, with an exercise price of $34.32; and 9,167 RSUs that are not exercisable within 60 days, with expiration dates in December 2034. 85 (4) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
(9) Consists of 135,546 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. In addition, Mr. Barel holds options to purchase 31,667 Ordinary Shares that are not exercisable within 60 days. Mr. Barel options have expiration dates ranging from December 2027 to August 2033, and an exercise price ranging from $0.003 to $1.32.
In addition, Mr. Langer holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 9,583 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
(10) Consists of 14,167 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. In addition, Ms. Fleisher holds options to purchase 35,833 Ordinary Shares that are not exercisable within 60 days. Ms. Fleisher options have expiration dates ranging from January 2033 to August 2033, with an exercise price ranging from $0.66 to $1.32. (11) Ms.
In addition, Ms. Fleisher holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 3,333 RSUs that are not exercisable within 60 days, with expiration dates of December 2034. (10) Ms. Lurie and Mr.
Percentage of shares beneficially owned is based on 20,387,428 Ordinary Shares outstanding on March 13, 2024.
Percentage of shares beneficially owned is based on 1,028,980 Ordinary Shares outstanding on March 19, 2025.
Kaplan holds options to purchase 15,000 Ordinary Shares that are not exercisable within 60 days, at an exercise price of $1.32 and with an expiration date of August 2033. (7) Consists of 77,778 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. In addition, Mr.
In addition, Mr. Mualem holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 4,167 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
Remez’s options have an expiration date of November 1, 2031, and a weighted average exercise price of $0.003. In addition, Mr. Remez holds options to purchase 20,000 Ordinary Shares that are not exercisable within 60 days, at an exercise price of $1.32 and with an expiration date of August 2033.
(7) The beneficial ownership consists of 1,712 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with an expiration date of November 1, 2031 and a weighted average exercise price of $0.24. In addition, Mr.
Bachar’s options have an expiration date of November 2027, and a weighted average exercise price of $0.003. In addition, Mr. Bahar holds options to purchase 20,000 Ordinary Shares that are not exercisable within 60 days, at an exercise price of $1.32 and with an expiration date of November 2033.
In addition, Mr. Barel holds options to purchase 139 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 3,333 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
Additionally, Hubble Ventures Co., Ltd.’s ownership decreased from 11.0% to 0% as a result of the sale of their shares to OurCrowd General Partner, L.P. 84 Over the course of 2021, there were decreases in the percentage ownership of our major shareholders of: (ii) Asher Dahan (from 29.2% to 12.1%), (iii) Leeor Langer (from 29.2% to 12.1%), and (vi) Guy Wagner (from 38.9% to 16.2%).
Additionally, Hubble Ventures Co., Ltd.’s ownership decreased from 11.0% to 0% as a result of the sale of their shares to OurCrowd General Partner, L.P. Record Holders As of March 19, 2025, there were 23 shareholders of record of our Ordinary Shares.
(1) The beneficial ownership is based on a Schedule 13G filed by Mr. Dahan with the SEC on February 13, 2023. In addition, Mr. Dahan hold options to purchase 30,000 Ordinary Shares that are not exercisable within 60 days, with expiration dates of November 2033, with an exercise price of $1.32.
Dahan holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60; options to purchase 625 Ordinary Shares that are not exercisable within 60 days, with expiration dates of September 2034, with an exercise price of $34.32; and 9,167 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
Alexandr Khamidullin has the sole voting and investment control over the shares. (5) The beneficial ownership consists of 92,213 Ordinary Shares based on transfer agent report dated March 13, 2024 and 184,427 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. Mr.
(5) The beneficial ownership consists of (i) 1,153 Ordinary Shares based on transfer agent report dated March 19, 2025; and (ii) 2,444 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates ranging from November 2027 to August 2033 with exercise prices ranging from $0.24 to $105.60.
Mualem holds options to purchase 42,222 Ordinary Shares that are not exercisable within 60 days. Mr. Mualem’s options have expiration dates ranging from January 2032 to August 2033, with an exercise price ranging from $0.003 to $1.32. (8) Consists of 137,000 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. Mr.
(6) The beneficial ownership consists of (i) 1,389 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60 and (ii) 2,083 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(6) Consists of 234,426 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days. Mr. Kaplan’s options have expiration dates ranging from April 26, 2028 to July 1, 2031, and a weighted average exercise price of $2.251. In addition, Mr.
Remez holds options to purchase 139 Ordinary Shares that are exercisable within 60 days, with an expiration date in August 2033 and an exercise price of $105.60 and 2,917 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034. In addition, Mr.
Langer hold options to purchase 30,000 Ordinary Shares that are not exercisable within 60 days, with expiration dates of August 2033, with an exercise price of $1.32. 83 (4) The beneficial ownership is based on transfer agent report dated March 13, 2024. Alumot is a private Cayman Islands company.
Remez holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 5,833 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
Removed
Unless otherwise noted below, each beneficial owner’s address is c/o Wearable Devices Ltd., 2 Ha-Ta’asiya St., Yokne’am Illit, 2069803 Israel.
Added
(1) The beneficial ownership is based on information provided by Armistice Capital, LLC to us on March 19, 2025, and consists of (i) 67,163 Ordinary Shares; and (ii) 35,632 Ordinary Shares issuable upon exercise of outstanding pre-funded warrants that are exercisable within 60 days of March 19, 2025 at an exercise price of $0.0004.
Removed
On the other hand, there were increases in the percentage ownership of (i) Alumot (from 0% to 10.8%), (ii) Hubble Ventures Co., Ltd. (from 0% to 11.0%) and (iii) Mudra CEO LLC (from 0% to 7.6%), which were due to the investment in our Ordinary Shares and warrants and a conversion of convertible notes into Ordinary Shares.
Added
Pursuant to the terms of the warrants, Armistice Capital, LLC may not hold more than 9.99% of the total issued and outstanding Ordinary Shares of the Company at any given time.
Removed
Employment Agreement with Barry Kaplan In July 2021, effective as of July 1, 2021, our subsidiary, Mudra Wearable, entered into an employment agreement with Barry Kaplan. Pursuant to the terms of his employment agreement, Mudra Wearable pays Mr. Kaplan a gross annual salary of $200,000 for his services as the Executive Vice President of the U.S. Operations.
Added
Therefore, such number does not include (i) 384,188 Ordinary Shares issuable upon exercise of outstanding pre-funded warrants that are exercisable within 60 days of March 19, 2025 at an exercise price of $0.0004; and (ii) 830,500 Ordinary Shares issuable upon exercise of outstanding warrants exercisable within 60 days of March 19, 2025, with expiration dates in January 2030, with an exercise price of $4.00.
Removed
In addition to options received for service as one of our directors, on July 1, 2021, we also issued Mr. Kaplan options to purchase 50,000 Ordinary Shares under our 2015 Plan, at an exercise price of $2.25 per share. Pursuant to the employment agreement, we or Mr.
Added
Armistice Capital, LLC, or Armistice Capital, is the investment manager of Armistice Capital Master Fund Ltd., or the Master Fund, the direct holder of the Ordinary Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the Ordinary Shares held by the Master Fund and thus may be deemed to beneficially own the Ordinary Shares held by the Master Fund.
Removed
Kaplan may terminate the employment agreement by providing 30 days’ prior written notice. 85 On March 6, 2022, our board of directors approved and ratified the employment agreement by and between the Company and Mr. Kaplan. This amendment was subsequently approved by our shareholders on March 14, 2022.
Added
Mr. Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the Ordinary Shares held by the Master Fund.
Removed
As of the effective date of the agreement, our board and shareholders approved a grant payment to Mr. Kaplan for the completion of the IPO, in a total amount equal to three months’ salary. In September 2022, our board of directors approved the increase of Mr.
Added
The Master Fund specifically disclaims beneficial ownership of the Ordinary Shares directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. (2) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
Removed
Kaplan’s gross annual salary to $250,000 per year and the amount of the grant payment was increased to an amount equal to five months’ salary pursuant to the approval of our compensation committee and our board of directors. C. Interests of Experts and Counsel None.
Added
Dahan with the SEC on February 13, 2025 and other information available to us, and consists of (i) 19,167 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,291 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
Added
Wagner with the SEC on February 13, 2025 and other information available to us, and consists of (i) 24,792 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,291 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
Added
Langer with the SEC on February 13, 2025, and consists of (i) 19,271 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,396 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
Added
(8) The beneficial ownership consists of (i) 1,951 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from November 2027 to August 2033, with exercise prices ranging from $0.24 to $105.60 and (ii) 1,667 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
Added
(9) The beneficial ownership consists of (i) 396 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from December 2032 to August 2033, with exercise prices ranging from $52.80 to $105.60 and (ii) 1,667 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
Added
Goldman each holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60. 86 Changes in Percentage Ownership by Major Shareholders Over the course of 2024, there was an increase in the percentage ownership of Armistice Capital, LLC. (from 0% to 9.99%).
Added
In addition, there were decreases in the percentage ownership of: (i) Alumot (from 5.9% to 2.1%), (ii) Asher Dahan (from 6.6% to 2.2%), (iii) Leeor Langer (from 6.6% to 2.2%), (iv) Guy Wagner (from 8.8% to 2.9%), which were due to the dilution as a result of warrant exercises in June 2023 and a public offering in November 2023.
Added
On August 15, 2024, our board of directors approved and recommended to the shareholders of the Company to approve, the adoption of an amended and restated compensation policy, which was approved by our shareholders in a meeting that took place on September 26, 2024.
Added
See “Item 6.C Board Practices - Share Option Plan” for additional information. In December 2024, we granted certain employees, directors and consultants 131,375 RSUs that started vesting on January 1, 2025 and will settle in Ordinary Shares, under the GEIP. An additional 10,117 Ordinary Shares are reserved for future issuance under the GEIP. C. Interests of Experts and Counsel None.

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