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MIND CTI LTD

MIND CTI LTDMNDO決算レポート

Nasdaq · 情報技術 · コンピュータプログラミングサービス

MIND CTI Ltd. is a global provider of billing and customer care solutions and messaging services for voice, data, video and content services. Headquartered in Yokneam, Israel; the company also has offices in the United States of America, Iaşi in Romania and in Germany.

What changed in MIND CTI LTD's 20-F — 2024 vs 2025

Top changes in MIND CTI LTD's 2025 20-F

232 paragraphs added · 227 removed · 190 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

69 edited+16 added−13 removed122 unchanged
As an Israeli company subject to U.S. federal securities laws, we spend a significant amount of management time and resources to comply with laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, Securities and Exchange Commission, or SEC, regulations, Nasdaq listing rules and the Israeli Companies Law, 1999, or the Companies Law, or the Israeli Companies Law.
As an Israeli company subject to U.S. federal securities laws, we spend a significant amount of management time and resources to comply with laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, Securities and Exchange Commission, or SEC, regulations, Nasdaq listing rules and the Israeli Companies Law, 1999, or the Companies Law, or the Israeli Companies Law.
Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to the Company or to our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law, 1968, or the Securities Law.
Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to the Company or to our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law or the Israeli Securities Law, 1968, or the Securities Law.
As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, results of operations and financial condition. Defects or errors in our messaging products could diminish demand for these products, harm our business and results of operations and subject us to liability.
As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, results of operations and financial condition. 14 Defects or errors in our messaging products could diminish demand for these products, harm our business and results of operations and subject us to liability.
If a significant number of messaging customers cease using, or reduce their usage of our products, it could harm our operations, financial reporting or financial results. If we are unable to attract new messaging customers in a cost-effective manner, then our business, results of operations and financial condition would be adversely affected.
If a significant number of messaging customers cease using, or reduce their usage of our products, it could harm our operations, financial reporting or financial results. 12 If we are unable to attract new messaging customers in a cost-effective manner, then our business, results of operations and financial condition would be adversely affected.
However, hedging transactions may not enable us to avoid exchange-related losses, and our business may be harmed by exchange rate fluctuations. 7 We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, our business may be harmed.
However, hedging transactions may not enable us to avoid exchange-related losses, and our business may be harmed by exchange rate fluctuations. We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, our business may be harmed.
Given the likely volatility that exists for our ordinary shares, sales of a substantial number of our ordinary shares could cause the market price of our ordinary shares to decline. 13 If we are characterized as a passive foreign investment company, our U.S. shareholders will be subject to adverse tax consequences.
Given the likely volatility that exists for our ordinary shares, sales of a substantial number of our ordinary shares could cause the market price of our ordinary shares to decline. If we are characterized as a passive foreign investment company, our U.S. shareholders will be subject to adverse tax consequences.
Any damage or failure that interrupts or delays our operations could result in material harm to our business and expose us to material liabilities. 9 The customer base for our billing and customer care products is characterized by small to medium-sized communication service providers, or CSPs.
Any damage or failure that interrupts or delays our operations could result in material harm to our business and expose us to material liabilities. The customer base for our billing and customer care products is characterized by small to medium-sized communication service providers, or CSPs.
As a result, our reputation and our brand could be harmed, and our business, results of operations and financial condition may be adversely affected. 12 We face a risk of litigation resulting from customer misuse of our messaging software to send unauthorized messages in violation of applicable laws.
As a result, our reputation and our brand could be harmed, and our business, results of operations and financial condition may be adversely affected. We face a risk of litigation resulting from customer misuse of our messaging software to send unauthorized messages in violation of applicable laws.
Our current and potential competitors may develop and market new products and services with comparable functionality to our products, and this could lead to us having to decrease prices in order to remain competitive. With the introduction of new products and technologies and new market entrants, we expect competition to intensify in the future.
Our current and potential competitors may develop and market new products and services with comparable functionality to our products, and this could lead to us having to decrease prices in order to remain competitive. 1 With the introduction of new products and technologies and new market entrants, we expect competition to intensify in the future.
Any of the foregoing occurrences could create system disruptions and cause shutdowns or denials of service or compromise data, including personal or confidential information, of us, our partners or our customers. 4 If a cyber-attack or other security incident (for example phishing, advanced persistent threats, or social engineering) were to result in unauthorized access to, or deletion of, and/or modification and/or exfiltration of our customers’ data, other external data or our own data or our IT systems or if the services we provide to our customers were disrupted, customers could lose confidence in the security and reliability of our products and services, including our cloud offerings, and perceive them not to be secure.
Any of the foregoing occurrences could create system disruptions and cause shutdowns or denials of service or compromise data, including personal or confidential information, of us, our partners or our customers. 5 If a cyber-attack or other security incident (for example phishing, advanced persistent threats, or social engineering) were to result in unauthorized access to, or deletion of, and/or modification and/or exfiltration of our customers’ data, other external data or our own data or our IT systems or if the services we provide to our customers were disrupted, customers could lose confidence in the security and reliability of our products and services, including our cloud offerings, and perceive them not to be secure.
Glassner or members of the senior management team are unable or unwilling to continue their employment with us, our business may be harmed. If we become subject to a claim of intellectual property infringement, our business may be materially adversely affected.
Glassner or other members of the senior management team are unable or unwilling to continue their employment with us, our business may be harmed. If we become subject to a claim of intellectual property infringement, our business may be materially adversely affected.
Furthermore, several countries, companies and trade groups restrict business with Israel and Israeli companies, and additional countries, companies and trade groups may restrict doing business with Israel and Israeli companies for political reasons. These restrictive laws and policies may seriously harm our operating results, financial condition, or the expansion of our business.
Several countries, companies and trade groups restrict business with Israel and Israeli companies, and additional countries, companies and trade groups may restrict doing business with Israel and Israeli companies for political reasons. These restrictive laws and policies may seriously harm our operating results, financial condition, or the expansion of our business.
This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us, our directors, officers and employees.
This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us, our directors, officers and employees. 19
In connection with our compliance with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act of 2002, our management and other personnel devote a substantial amount of time to assure that we continue to comply with these requirements.
In connection with our compliance with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act, our management and other personnel devote a substantial amount of time to assure that we continue to comply with these requirements.
In particular, over the past few years, consolidation and intense competition in the communications industry had a negative effect on our business, resulting in several long-term customers closing or selling their business.
In particular, over the past few years, consolidation and intense competition in the communications industry have had a negative effect on our business, resulting in several long-term customers closing or selling their business.
If a court were to find the choice of forum provision contained in our articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations. 14 Risks Relating to Our Location in Israel Potential political, economic and military conditions concerning Israel may harm our operating results.
If a court were to find the choice of forum provision contained in our articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations. 16 Risks Relating to Our Location in Israel Potential political, economic and military conditions concerning Israel may harm our operating results.
In January 2025, we acquired Aurenz GmbH, a provider of unified communications (UC) analytics and call accounting solutions in Germany, and we are actively evaluating other potential acquisition opportunities.
In January 2025, we acquired Aurenz GmbH,or aurenz, a provider of unified communications (UC) analytics and call accounting solutions in Germany, and we are actively evaluating other potential acquisition opportunities.
We also depend on various cloud providers and co-location datacenter providers which provide us environments, tools and applications on which we provide our products.
We also depend on various cloud providers and co-location datacenter providers which provide us with environments, tools and applications on which we provide our products.
If one or more customers cease using our solutions or services due to replacements or any other reason, our business and results of operations would suffer. From time to time, our billing software and the systems into which it is integrated contain undetected errors.
If one or more additional customers cease using our solutions or services due to replacements or any other reason, our business and results of operations would suffer. 11 From time to time, our billing software and the systems into which it is integrated contain undetected errors.
If we are unable to increase the messaging revenue that we derive from enterprises, then our business, results of operations and financial condition may be adversely affected. 11 To deliver our messaging products, we rely on network service providers for our messaging services.
If we are unable to increase the messaging revenue that we derive from enterprises, then our business, results of operations and financial condition may be adversely affected. 13 To deliver our messaging products, we rely on network service providers for our messaging services.
The current macro-economic conditions, including as a result of geopolitical events or other global or regional events, and the effects of these conditions on our customers’ businesses and the resulting spending decisions of our customers, have had and may continue to have a negative impact on our business by decreasing our new customer engagements and the size of initial or ongoing spending commitments under those engagements, as well as decreasing the level of demand and expenditures by existing customers.
The current macro-economic conditions, including as a result of geopolitical events or other global or regional events, and the effects of these conditions on our customers’ businesses and the resulting spending decisions of our customers, have had in recent years and may continue to have a negative impact on our business by decreasing our new customer engagements and the size of initial or ongoing spending commitments under those engagements, as well as decreasing the level of demand and expenditures by existing customers.
Such cybersecurity incident could include an attempt to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.
Such cybersecurity incidents could include an attempt to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.
We cannot be certain that carriers of this size will be able to successfully compete with large CSPs. If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially and our business would suffer.
We cannot be certain that carriers of this size will be able to successfully compete with large CSPs. This market segment has contracted in recent years. If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially and our business would suffer.
Substantially most of our executive officers and directors are nonresidents of the United States, and a substantial portion of our assets and the assets of these persons are located outside the United States.
All of our executive officers and directors are nonresidents of the United States, and a substantial portion of our assets and the assets of these persons are located outside the United States.
Further, as competitors introduce new messaging products or services that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. As we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally.
Further, as competitors introduce new messaging products or services that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. If we enter new markets, we also must determine the appropriate price to enable us to compete effectively in those markets.
If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially. Our billing and customer care products target small to medium-sized carriers. Our growth in this field depends on continued growth of carriers of this size.
If this market segment fails to grow as we experienced during 2024 and 2025, the demand for our billing and customer care software would diminish substantially. Our billing and customer care products target small to medium-sized carriers. Our growth in this field depends on continued growth of carriers of this size.
We have derived benefits from various programs, including Israeli tax benefits relating to our “Preferred Technological Enterprise” program under the Israel Law for the Encouragement of Capital Investment, 1959. To be eligible for tax benefits as a “Preferred Technological Enterprise,” we must continue to meet certain conditions.
We have derived benefits from various programs, including Israeli tax benefits relating to our “Preferred Technological Enterprise” program under the Israel Law for the Encouragement of Capital Investment, 1959. Our current “Preferred Technological Enterprise” status is valid until the end of 2026. To be eligible for tax benefits as a “Preferred Technological Enterprise,” we must continue to meet certain conditions.
As a result of the use of open-source software, we could be subject to suits by parties claiming ownership of what they believe to be their proprietary code or we may incur expenses in defending claims alleging non-compliance with certain open-source code license terms.
The original developers of the open-source code provide no warranties on such code. 9 As a result of the use of open-source software, we could be subject to suits by parties claiming ownership of what they believe to be their proprietary code or we may incur expenses in defending claims alleging non-compliance with certain open-source code license terms.
There is little binding case law in Israel addressing these matters. 15 Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met: ● subject to limited exceptions, the judgment is final and non-appealable; ● the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; ● the judgment was rendered by a court competent under the rules of private international law applicable in Israel; ● the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; ● adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; ● the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel; ● the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and ● an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met: • subject to limited exceptions, the judgment is final and non-appealable; • the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; • the judgment was rendered by a court competent under the rules of private international law applicable in Israel; • the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; • adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; • the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel; • the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and • an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court. 18 Provisions of Israeli law and our articles of association may delay, prevent or make difficult a change of control and therefore may depress the price of our stock.
All the markets we operate in are significantly fragmented and highly competitive. The principal competitive factors in our market include completeness of offering, global reach, ease of integration, product features, platform scalability, reliability, security and performance, brand awareness and reputation, the strength of sales and marketing efforts, customer support, as well as the cost of deploying and using our products.
The principal competitive factors in our market include completeness of offering, global reach, ease of integration, product features, platform scalability, reliability, security and performance, brand awareness and reputation, the strength of sales and marketing efforts, customer support, as well as the cost of deploying and using our products.
Should we be assessed additional taxes, there could be a material adverse effect on our results of operations and financial condition. Our business may be negatively affected by exchange rate fluctuations. Approximately 53% of our revenues are denominated in Euro, and approximately 43% in U.S. dollars, or dollar.
Should we be assessed additional taxes, there could be a material adverse effect on our results of operations and financial condition. 8 Our business may be negatively affected by exchange rate fluctuations. Approximately 58% of our revenues are denominated in Euros, and approximately 37% in U.S. dollars, or dollars.
We have back-up IT systems and remote work ability that we expect will enable our operations to function well in the event of an emergency. It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel. We are incorporated in the State of Israel.
We maintain backup IT systems and remote work capabilities that we expect will enable our operations to function in the event of an emergency. 17 It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel. We are incorporated in the State of Israel.
If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.
Approximately 12% of our expenses are incurred in New Israeli Shekel, or NIS, and approximately 71% in Euro or linked to the Euro. At the same time, the majority of our cash reserves and investments are denominated in dollars, and our financial statements are denominated in dollars.
Approximately 11% of our expenses are incurred in New Israeli Shekels, or NIS, and approximately 74% in Euros or linked to the Euro. At the same time, the majority of our cash reserves and investments are denominated in dollars, and our financial statements are denominated in dollars.
Accordingly, any lawsuits against our directors and officers could result in expensive legal expenses, settlements and judgments that we would be required to bear, which would harm our financial condition.
Our directors and officers rely on indemnification agreements provided by us. Accordingly, any lawsuits against our directors and officers could result in expensive legal expenses, settlements and judgments that we would be required to bear, which would harm our financial condition.
Open-source code is code that is covered by a license agreement that permits the user to liberally use, copy, modify and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements. The original developers of the open-source code provide no warranties on such code.
Open-source code is code that is covered by a license agreement that permits the user to liberally use, copy, modify and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements.
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 or data security laws, regulations, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business. 6 Because our revenues are generated in numerous countries, our results of operations could suffer if we are unable to manage international operations effectively.
These developments could adversely affect our business, results of operations and financial condition. 7 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 or data security laws, regulations, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online identifiers.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online identifiers. 6 For example, the General Data Protection Regulation, or GDPR, took effect in the EU on May 25, 2018.
If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary damages or be required to remove the open-source code from our products.
If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary damages or be required to remove the open-source code from our products. Such events could disrupt our operations and the sales of our products, which would negatively impact our revenues and cash flow.
Future acquisitions could result in: ● potentially dilutive issuances of equity securities; ● the incurrence of debt and contingent liabilities; ● amortization of intangible assets; ● changes in our business model and margins; ● research and development write-offs; and ● other acquisition-related expenses. In addition, we have limited experience with respect to negotiating an acquisition and operating an acquired business.
Future acquisitions could result in: • potentially dilutive issuances of equity securities; • the incurrence of debt and contingent liabilities; • amortization of intangible assets; • changes in our business model and margins; • research and development write-offs and goodwill impairments; and • other acquisition-related expenses.
We believe that our future success will depend, to a significant extent, upon our ability to enhance our existing products and services, to introduce new products, services and features to meet the requirements of our customers, and to adopt and leverage new technologies and methodologies such as cloud, microservices-based architecture in a rapidly developing and evolving market.
If we do not continually enhance our products and service offerings, introduce new products and features and adopt and monetize new technologies (including AI and machine learning) and methodologies in the marketplace, we may have difficulty retaining existing customers and attracting new customers. 4 We believe that our future success will depend, to a significant extent, upon our ability to enhance our existing products and services, to introduce new products, services and features to meet the requirements of our customers, and to adopt and leverage new technologies and methodologies such as cloud, microservices-based architecture and AI in a rapidly developing and evolving market.
The circumstances under which our use of open-source code would compel us to offer derivative code at no cost are subject to varying interpretations.
Moreover, under certain conditions, the use of open-source code to create derivative code may obligate us to make the resulting derivative code available to others at no cost. The circumstances under which our use of open-source code would compel us to offer derivative code at no cost are subject to varying interpretations.
We do not control these matters and any of them may adversely affect our share price. In addition, trading in shares of companies listed on the Nasdaq Global Market in general and trading in shares of technology companies in particular has been subjected to extreme price and volume fluctuations that have been unrelated or disproportionate to operating performance.
In addition, trading in shares of companies listed on the Nasdaq Global Market in general and trading in shares of technology companies in particular has been subjected to extreme price and volume fluctuations that have been unrelated or disproportionate to operating performance. These broad market and industry factors may depress our share price, regardless of our actual operating results.
If our efforts to comply with GDPR or other applicable EU laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability to conduct business in the EU could be significantly impaired. 5 As well, we 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.
If our efforts to comply with GDPR or other applicable EU laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability to conduct business in the EU could be significantly impaired.
The situation in Israel or the region could adversely affect our operations if our customers and/or strategic partners believe that instability could affect our ability to fulfill our commitments.
The situation in Israel or the region could adversely affect our operations if our customers and/or strategic partners believe that instability could affect our ability to fulfill our commitments To date, our business and operations have not been materially adversely affected by the conflicts described above.
Such pricing pressure has been particulary acute in recent years. In particular, we were unable to recruit any new customers in 2024. We are exposed to general global economic and market conditions, particularly those impacting the communications industry.
Such pricing pressure has been particularly acute in recent years. In particular, we were unable to recruit any new customers in 2024 or 2025, and we may be unable to attract new customers in future periods, which could further adversely affect our financial performance. We are exposed to general global economic and market conditions, particularly those impacting the communications industry.
Our ability to penetrate some international markets may be limited due to different technical standards, protocols and requirements for our products in different markets.
Managing our existing international operations and additional international markets requires significant management attention and financial resources. Our ability to penetrate some international markets may be limited due to different technical standards, protocols and requirements for our products in different markets.
As a result, we may be negatively affected by fluctuations in the exchange rates between the Euro or the NIS and the dollar. We cannot predict any future trends in the rate of devaluation or appreciation of the NIS or of the Euro against the dollar.
As a result, we may be negatively affected by fluctuations in the exchange rates between the Euro or the NIS and the dollar.
If the dollar cost of our operations in Israel increases, our dollar-measured results of operations will be adversely affected. We may choose to limit these exposures by entering into hedging transactions.
We cannot predict any future trends in the rate of devaluation or appreciation of the NIS or of the Euro against the dollar. If the dollar cost of our operations in Israel and in Romania increases, our dollar-measured results of operations will be adversely affected. We may choose to limit these exposures by entering into hedging transactions.
For example, Israeli tax law may subject a shareholder who exchanges his ordinary shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for stock swap. 16 Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for substantially all disputes between us and our shareholders under the Companies Law and the Securities Law, which could limit our shareholders’ ability to bring claims and proceedings against us, our directors, officers, and other employees.
Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for substantially all disputes between us and our shareholders under the Companies Law and the Securities Law, which could limit our shareholders’ ability to bring claims and proceedings against us, our directors, officers, and other employees.
Our products require sophisticated software development, sales, professional services and technical customer support. Our success depends on our ability to attract, train, motivate and especially retain highly skilled personnel within each of these areas of expertise. Qualified personnel in these areas are in great demand worldwide and are likely to remain a limited resource.
Our success depends on our ability to attract, train, motivate and especially retain highly skilled personnel within each of these areas of expertise. Qualified personnel in these areas are in great demand worldwide and are likely to remain a limited resource. We cannot assure you that we will be able to retain the skilled employees we require.
Due to the multiple risks and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating and financial goals for any such acquisition. If future acquisitions disrupt our operations, our business may suffer. 3 We may not be successful in the integration of our acquisitions.
In addition, we have limited experience with respect to negotiating an acquisition and operating an acquired business. Due to the multiple risks and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating and financial goals for any such acquisition.
There is no guarantee that these efforts will result in management assurance that our internal control over financial reporting is adequate in future periods. If our internal controls are found to be ineffective in future periods, it could harm our operations, financial reporting or financial results.
There is no guarantee that these efforts will result in management assurance that our internal control over financial reporting is adequate in future periods.
Accordingly, in the event of a revenue shortfall, we may not be able to mitigate the negative impact on our operating results and margins in the short term. If we fail to meet or exceed the expectations of investors, we could face costly lawsuits, including securities class action suits.
Accordingly, in the event of a revenue shortfall, we may not be able to mitigate the negative impact on our operating results and margins in the short term.
A product liability or professional indemnity claim, whether or not successful, could adversely affect our business by damaging our reputation, increasing our costs, and diverting the attention of our management team. 10 Risks Relating to our Messaging Business Our messaging business depends on customers increasing their use of our messaging products, and any loss of customers or decline in their use of our products could materially and adversely affect our business, results of operations and financial condition.
Risks Relating to our Messaging Business Our messaging business depends on customers increasing their use of our messaging products, and any loss of customers or decline in their use of our products could materially and adversely affect our business, results of operations and financial condition.
If this phenomenon continues and increases, we may not be able to retain the highly skilled personnel we require to implement our business strategy and operate our business effectively. If we significantly raise the salaries of our Romanian employees, our results of operations will be harmed. 2 Our backlog, revenues and operating results may vary significantly from quarter to quarter.
If this phenomenon continues and increases, we may not be able to retain the highly skilled personnel we require to implement our business strategy and operate our business effectively.
In future quarters, our operating results may be below the expectations of public market analysts and investors, and as a result, the price of our ordinary shares may fall.
If we fail to meet or exceed the expectations of investors, we could face costly lawsuits, including securities class action suits. 3 In future quarters, our operating results may be below the expectations of public market analysts and investors, and as a result, the price of our ordinary shares may fall.
For example, the General Data Protection Regulation, or GDPR, took effect in the EU on May 25, 2018. The GDPR 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.
The GDPR 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. Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues.
Risks Relating to our Ordinary Shares Our share price has fluctuated and could continue to fluctuate significantly. The market for our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. The price of our ordinary shares has fluctuated significantly over the years.
The market for our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. The price of our ordinary shares has fluctuated significantly over the years. We do not control these matters and any of them may adversely affect our share price.
In particular, we maintain a large engineering and support center in Iasi, Romania and have encountered many successful attempts from other technology companies to recruit our employees after we have trained them.
In addition, the resources required to retain such personnel may adversely affect our operating margins. The failure to retain qualified personnel may harm our business. In particular, we maintain large engineering and support centers in Iasi and Suceava, Romania and have encountered many successful attempts from other technology companies to recruit our employees after we have trained them.
Since we are a public company in the United States, the cost of our directors’ and officers’ liability insurance has significantly increased over recent years, as a result of which we have decided to purchase minimal coverage insurance. Our directors and officers rely on indemnification agreements provided by us.
If our internal controls are found to be ineffective in future periods, it could harm our operations, financial reporting or financial results. 10 Since we are a public company in the United States, the cost of our directors’ and officers’ liability insurance has significantly increased over recent years, as a result of which we have decided to purchase minimal coverage insurance.
Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. There are also additional EU laws and regulations (and member states implementations thereof) which govern the protection of consumers and of electronic communications.
There are also additional EU laws and regulations (and member states implementations thereof) which govern the protection of consumers and of electronic communications.
Risk Factors We believe that the occurrence of any one or some combination of the following factors would have a material adverse effect on our business, financial condition and results of operations. 1 Risks Relating to our Business and Industry If we are unable to compete effectively in the marketplace, it will be difficult to retain existing customers and obtain new customers and we may suffer a decrease in market share, revenues and profitability.
Risks Relating to our Business and Industry If we are unable to compete effectively in the marketplace, it will be difficult to retain existing customers and obtain new customers and we may suffer a decrease in market share, revenues and profitability. All the markets we operate in are significantly fragmented and highly competitive.
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.
As well, we 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.
In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast our flow of new contracts. If such adverse business conditions continue, our business may be harmed. If we fail to attract and retain qualified personnel, we will not be able to implement our business strategy or operate our business effectively.
If such adverse business conditions continue, our business may be harmed. 2 If we fail to attract and retain qualified personnel, we will not be able to implement our business strategy or operate our business effectively. Our products require sophisticated software development, sales, professional services and technical customer support.
The actual or perceived improper sending of messages with our messaging software may subject us to potential risks, including liabilities or claims relating to consumer protection laws. For example, the U.S. Telephone Consumer Protection Act of 1991 restricts telemarketing and the use of automatic SMS text messages without proper consent.
The actual or perceived improper sending of messages with our messaging software may subject us to potential risks, including liabilities or claims relating to consumer protection laws. The scope and interpretation of the laws that are or may be applicable to the delivery of messages are continually evolving and developing.
We use messaging technologies and products, such as SMS and WhatsApp, to deliver messages from our customers to consumers. Changes in rules and regulations may prevent us from using some services, which may block our ability to grow our services and have a material adverse effect on our business.
Changes in rules and regulations may prevent us from using some services, which may block our ability to grow our services and have a material adverse effect on our business. 15 Risks Relating to our Ordinary Shares Our share price has fluctuated and could continue to fluctuate significantly.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors We believe that the occurrence of any one or some combination of the following factors would have a material adverse effect on our business, financial condition and results of operations.
Our sales are made in many countries, with different legislation and complex taxation rules and in many states in the United States. Managing our existing international operations and additional international markets requires significant management attention and financial resources.
Because our revenues are generated in numerous countries, our results of operations could suffer if we are unable to manage international operations effectively. Our sales are made in many countries, with different legislation and complex taxation rules and in many states in the United States.
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We cannot assure you that we will be able to retain the skilled employees we require. In addition, the resources required to retain such personnel may adversely affect our operating margins. The failure to retain qualified personnel may harm our business.
Added
Artificial intelligence (AI) technology has introduced new challenges to the market, as it can enable intellectual property and product capabilities developed over many years to be replicated, reverse engineered or commoditized much more quickly, including by new market entrants, creating new competitive risks. All the markets we operate in are significantly fragmented and highly competitive.
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If we do not continually enhance our products and service offerings, introduce new products and features and adopt and monetize new technologies and methodologies in the marketplace, we may have difficulty retaining existing customers and attracting new customers.
Added
For example, AI-enabled tools may allow competitors, customers or other third parties to develop competing products or substitute solutions with greater speed and lower cost, which could reduce the differentiation of our products, place downward pressure on pricing and margins, and require us to increase investment in research and development to remain competitive.
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These developments could adversely affect our business, results of operations and financial condition.
Added
In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast our flow of new contracts.
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Such events could disrupt our operations and the sales of our products, which would negatively impact our revenues and cash flow. 8 Moreover, under certain conditions, the use of open-source code to create derivative code may obligate us to make the resulting derivative code available to others at no cost.
Added
If we significantly raise the salaries of our Romanian employees or such salaries will be effectively increased as a result of their linkage to the Euro, our results of operations will be harmed. Our backlog, revenues and operating results may vary significantly from quarter to quarter.
Removed
The scope and interpretation of the laws that are or may be applicable to the delivery of messages are continually evolving and developing.
Added
If future acquisitions disrupt our operations, our business may suffer. We may not be successful in the integration of our acquisitions.
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These broad market and industry factors may depress our share price, regardless of our actual operating results.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

26 edited+7 added−3 removed34 unchanged
The principal factors upon which we compete are scalability, ease of use, being certified by major IP switch vendors and the multi-lingual and multi-currency nature of our system. Messaging Our competition in the messaging market comes from a few international companies, such as Sinch AB and CM.com, and from many small, local service providers in Germany.
The principal factors upon which we compete are scalability, ease of use, being certified by major IP switch vendors and the multi-lingual and multi-currency nature of our system. 28 Messaging Our competition in the messaging market in Germany comes from a few international companies, such as Sinch AB and CM.com, and from many small, local service providers in Germany.
In addition to our billing and customer care solutions, we offer UC analytics solutions and call accounting systems. UC analytics provides organizations with the data-driven insights necessary to optimize their communication strategies and with real-time feedback, to help identify and quickly resolve issues. UC analytics may also be used to enhance customer service interactions.
In addition to our billing and customer care solutions, we offer Unified Communication (UC) analytics solutions and call accounting systems. UC analytics provides organizations with the data-driven insights necessary to optimize their communication strategies and with real-time feedback, to help identify and quickly resolve issues. UC analytics may also be used to enhance customer service interactions.
The PhonEX ONE user-centric architecture provides a consolidated solution for the collection, analysis, reporting, and managing of all the telecommunication and data traffic expenses; ● Dashboard . A visual representation of the most significant information regarding calls, a useful tool that helps administrators to get a quick and relevant image of the general system activity.
The PhonEX ONE user-centric architecture provides a consolidated solution for the collection, analysis, reporting, and managing of all the telecommunication and data traffic expenses; 24 • Dashboard . A visual representation of the most significant information regarding calls, a useful tool that helps administrators to get a quick and relevant image of the general system activity.
We enhanced our billing and customer care platform with optional modules that we developed in recent years, including online store (e-commerce), mobile app and self-service modules that enable high quality service with Omnichannel architecture. MINDBill can be installed on-premises or in a cloud environment.
We enhanced our billing and customer care platform with optional modules that we developed in recent years, including online store (e-commerce), mobile app and self-service modules that enable high quality service with Omnichannel architecture. 20 MINDBill can be installed on-premises or in a cloud environment.
POS integrates with external systems, such as credit card clearinghouses, external taxation engines, field service solutions and address validation systems; ● Business Processes Workflow Environment . Creating tailored business processes such as customer onboarding, managing subscriptions, trouble tickets and debt collection; and ● Monitoring.
POS integrates with external systems, such as credit card clearinghouses, external taxation engines, field service solutions and address validation systems; 23 • Business Processes Workflow Environment . Creating tailored business processes such as customer onboarding, managing subscriptions, trouble tickets and debt collection; and • Monitoring.
Our competitive advantage is based on a combination of technology and service – our ability and will to tailor our services to the needs of enterprise customers. 24 C.
Our competitive advantage is based on a combination of technology and service – our ability and will to tailor our services to the needs of enterprise customers. C.
We engage in some marketing activities, including participating in industry trade shows and special events. 22 Principal Markets The following table shows our revenues for each of the past three years classified by type of revenue and geographic region.
We engage in some marketing activities, including participating in industry trade shows and special events. 26 Principal Markets The following table shows our revenues for each of the past three years classified by type of revenue and geographic region.
In addition, from 2019, following the acquisitions of Message Mobile GmbH, or Message Mobile and GTX GmbH, or GTX, we offer enterprise messaging services and wholesale messaging services. Our enterprise mobile messaging platform enables enterprises to easily communicate with clients and partners via text / SMS, instant messaging or voice.
In addition, from 2019, following the acquisitions of Message Mobile GmbH, or Message Mobile and GTX GmbH, or GTX (which was merged into Message Mobile in 2023), we offer enterprise messaging services and wholesale messaging services. Our enterprise mobile messaging platform enables enterprises to easily communicate with clients and partners via text message / SMS, instant messaging or voice.
D. Property, Plant and Equipment Our headquarters are located in Yoqneam, Israel, approximately 50 miles north of Tel Aviv. We lease approximately 5,800 square feet at our Yoqneam headquarters and approximately 3,000 square feet in Luneburg, Germany. We also lease approximately 7,900 square feet in Iasi, Romania and approximately 7,400 square feet in Suceava, Romania.
D. Property, Plant and Equipment Our headquarters are located in Yoqneam, Israel, approximately 50 miles north of Tel Aviv. We lease approximately 5,800 square feet at our Yoqneam headquarters, approximately 3,000 square feet in Luneburg, Germany, approximately 1,600 square feet in Plochingen, Germany, approximately 7,900 square feet in Iasi, Romania, and approximately 2,080 square feet in Suceava, Romania.
Years Ended December 31, 2024 2023 2022 (dollars in thousands) The Americas (total) $ 8,508 $ 7,897 $ 8,536 Sale of Licenses 157 158 64 Services 8,351 7,739 8,472 Asia Pacific and Africa (total) 475 1,162 808 Sale of Licenses 36 33 139 Services 439 1,129 669 Europe (total) 11,402 11,633 11,382 Sale of Licenses 186 249 297 Services 11,216 11,384 11,085 Israel (total) 1,061 920 825 Sale of Licenses 349 118 111 Services 712 802 714 Total 21,446 21,612 21,551 Sale of Licenses 728 558 611 Services 20,718 21,054 20,940 Customers Billing and Customer Care Solutions Our billing and customer care solutions have been installed for a large base of customers worldwide, including: ● Traditional telephony providers that evolved into quad-play providers, offering wireless, wireline, cable, IPTV, content and internet services, such as Moldtelecom, Belize Telemedia and Docomo Pacific; ● Internet services providers that offer a triple play of broadband data, VoIP and video, such as Iskon, Vodafone Net and MSTelcom; ● Cable providers that also offer voice services, such as EastLink; and ● Mobile Virtual Network Enablers (MVNEs), such as Pelephone Communications Ltd. 23 Enterprise Software Our enterprise software products have been installed for a large base of customers worldwide, including international banking firms, global technology leaders, government agencies and other thousands of small to very large organizations.
Years Ended December 31, 2025 2024 2023 (dollars in thousands) The Americas (total) $ 6,687 $ 8,508 $ 7,897 Services 6,540 8,351 7,739 Sale of Licenses 147 157 158 Asia Pacific and Africa (total) 397 475 1,162 Services 364 439 1,129 Sale of Licenses 33 36 33 Europe (total) 11,425 11,402 11,633 Services 11,169 11,216 11,384 Sale of Licenses 256 186 249 Israel (total) 948 1,061 920 Services 651 712 802 Sale of Licenses 297 349 118 Total 19,457 21,446 21,612 Services 18,724 20,718 21,054 Sale of Licenses 733 728 558 Customers Billing and Customer Care Solutions Our billing and customer care solutions have been installed for a large base of customers worldwide, including: • Traditional telephony providers that evolved into quad-play providers, offering wireless, wireline, cable, IPTV, content and internet services, such as Moldtelecom, Belize Telemedia and Docomo Pacific; • Internet services providers that offer a triple play of broadband data, VoIP and video, such as Hrvatski Telekom, Vodafone Net and MSTelcom; • Cable providers that also offer voice services, such as EastLink; and • Mobile Virtual Network Enablers (MVNEs), such as Pelephone Communications Ltd. 27 Enterprise Software Our enterprise software products have been installed for a large base of customers worldwide, including international banking firms, global technology leaders, government agencies and other thousands of small to very large organizations.
We believe that our technology allows us to offer products with the following benefits: ● fast integration and interoperability with telecommunications equipment of major manufacturers, legacy systems and external software; ● modular architecture that allows our products to be easily scalable and enables us to customize our software relatively quickly; ● reliable products that support high availability of the service for mission-critical applications; and ● security at all levels of the architecture.
We utilize a business processes workflow environment that facilitates the implementation of tailored and automated business processes to fit our customers’ unique business rules. 25 We believe that our technology allows us to offer products with the following benefits: • fast integration and interoperability with telecommunications equipment of major manufacturers, legacy systems and external software; • modular architecture that allows our products to be easily scalable and enables us to customize our software relatively quickly; • reliable products that support high availability of the service for mission-critical applications; and • security at all levels of the architecture.
The offices in Iasi and Suceava are used primarily for software development and for customer support. Item 4A. Unresolved Staff Comments Not applicable.
The offices in Luneburg are used by our subsidiary Message Mobile and the offices in Plochingen are used by our subsidiary aurenz. The offices in Iasi and Suceava are used primarily for software development and for customer support. Item 4A. Unresolved Staff Comments Not applicable.
The need for comprehensive billing solutions is driven by the market trend that requires service providers to introduce new services, to be innovative in creating new product offerings and to optimize business processes for maximum efficiency. We provide tier 2 and tier 3 service providers with flexible, easy to deploy, truly convergent and scalable billing solutions.
The need for comprehensive billing solutions is driven by the market trend that requires service providers to introduce new services, to be innovative in creating new product offerings and to optimize business processes for maximum efficiency.
The PhonEX ONE Guard and Alerter provide sophisticated tools for fraud prevention, alerting on phone misuse, budget surpass, possible toll fraud or other abnormal behaviors within the organization; and ● Multilingual and multicurrency .
The PhonEX ONE Guard and Alerter provide sophisticated tools for fraud prevention, alerting on phone misuse, budget surpass, possible toll fraud or other abnormal behaviors within the organization; and • Multilingual and multicurrency . The built-in support of multiple languages and multiple currencies enables telecom expense management for multinational organizations.
We implement our software in a distributed configuration. This allows further customization and solution adjustment based on modules to be installed on different servers to support the system’s scalability and security. We utilize a business processes workflow environment that facilitates the implementation of tailored and automated business processes to fit our customers’ unique business rules.
We implement our software in a distributed configuration. This allows further customization and solution adjustment based on modules to be installed on different servers to support the system’s scalability and security.
MINDBill allows CSPs to provide all types of services and bundle them into packages with special rates, discounts and promotions; ● On-Line-Charging (OCS) .
MINDBill allows carriers to have resellers of traffic under different brand names and manage them as Virtual Providers; • Multiple Services and Products Support . MINDBill allows CSPs to provide all types of services and bundle them into packages with special rates, discounts and promotions; • On-Line-Charging (OCS) .
In most cases, there are long-term contracts with other aggregators for the wholesale and termination services, but the prices are being negotiated ad-hoc based on demand. 18 Our Market Opportunity Billing and Customer Care Industry Billing and customer care are critical to telecommunications service providers as they enable them to manage customer relations, track and bill for usage, and launch, deploy and charge new services and bundles, marketing programs and rate plans.
Our Market Opportunity Billing and Customer Care Industry Billing and customer care are critical to telecommunications service providers as they enable them to manage customer relations, track and bill for usage, and launch, deploy and charge new services and bundles, marketing programs and rate plans.
The built-in support of multiple languages and multiple currencies enables telecom expense management for multinational organizations. 21 Mobile Messaging Following the acquisition of Message Mobile and GTX in 2019, we offer messaging solutions to enterprise and wholesale customers.
Mobile Messaging Following the acquisition of Message Mobile and GTX in 2019, we offer messaging solutions to enterprise and wholesale customers.
From time to time, telecommunications service providers initiate searches for billing solutions to replace existing ones in order to offer additional services, reduce costs and improve service. In addition, our existing customers occasionally consider adding new modules that we developed to their existing platform, replacing other vendors or migrating to a newer version with up-to-date technology and enhanced functionality.
In addition, our existing customers occasionally consider adding new modules that we developed to their existing platform, replacing other vendors or migrating to a newer version with up-to-date technology and enhanced functionality. Also, from time to time, new providers surface and introduce new offerings to the market or try to attract a specific targeted customer base.
MINDBill includes a monitoring tool that enables 24x7 operational control, proactive monitoring and historical analysis of the platform’s behavior. 20 Enterprise Software Our enterprise product, known as PhonEX ONE, is used by corporations for telecom expense management, call accounting, traffic analysis and fraud detection. It allows organizations to more effectively manage their telecommunications resources.
This chatbot will respond to customer inquiries regarding account information and assist customer service representatives. Enterprise Software Our enterprise product, known as PhonEX ONE, is used by corporations for telecom expense management, call accounting, traffic analysis and fraud detection. It allows organizations to more effectively manage their telecommunications resources.
Our Communications Platform as a Service, or CPaaS, provides simple APIs with well-defined ways to easily integrate messaging into the enterprise’s legacy systems (such as CRM) or our own applications. Our platform helps our customers to reduce costly in-house development and the need to negotiate complex commercial agreements with service providers.
At the same time, there is an increase in the use of apps that do not require third party messaging solutions. Our Communications Platform as a Service, or CPaaS, provides simple APIs with well-defined ways to easily integrate messaging into the enterprise’s legacy systems (such as CRM) or our own applications.
Providing real-time and batch event collection, interfacing with the voice, content, data, service delivery and routing network elements; ● Provisioning . Setting up the ability of a subscriber to use services, enabling features and quantitative limits on network elements and legacy billing solutions; ● Authentication, Authorization and Accounting .
Setting up the ability of a subscriber to use services, enabling features and quantitative limits on network elements and legacy billing solutions; • Authentication, Authorization and Accounting . Authenticating subscribers, authorizing a particular usage and. calculating the amount to be charged to the subscriber; • Interconnect Billing .
We continually invest in development to enhance our offering and keep our platforms up-to-date.
We continually invest in development to enhance our offering and keep our platforms up-to-date. As competition in our relevant markets is fierce and telecommunications spending is shrinking, we intend to explore new geographies and build new partnerships.
Principal Capital Expenditures During 2024, 2023 and 2022, the aggregate cash amount of our capital expenditures was $10 thousand, $64 thousand, and $130 thousand, respectively. These expenditures were mainly for the purchase of equipment and licenses for software tools to be used by our engineering teams. We currently have no material commitments for capital expenditures. 17 B.
Principal Capital Expenditures During 2025, 2024 and 2023, the aggregate cash amount of our capital expenditures was $27 thousand, $10 thousand, and $64 thousand, respectively. These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the messaging segment, and electronic equipment for our engineering teams.
Also, from time to time, new providers surface and introduce new offering to the market or try to attract a specific targeted customer base. They build new infrastructure or resell traffic and initiate searches for billing solutions. Mobile Messaging The global messaging market, via SMS and IP messaging, is unpredictable.
They build new infrastructure or resell traffic and initiate searches for billing solutions. Mobile Messaging The global messaging market, via SMS and IP messaging, is unpredictable. Enterprises are moving marketing activities to mobile messaging technologies, with new use cases added every year.
Authenticating subscribers, authorizing a particular usage and. calculating the amount to be charged to the subscriber; ● Interconnect Billing . MINDBill generates reports that enable providers to bill for traffic and services that are being transported across their networks by other providers; ● Roaming .
MINDBill generates reports that enable providers to bill for traffic and services that are being transported across their networks by other providers; • Roaming . MINDBill provides the ability to define and manage the required roaming contract terms and the applicable tariff plan for each roaming partner; • Virtual Providers .
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Enterprises are moving marketing activities to mobile messaging technologies, with new use cases added every year. At the same time, there is an increase in the use of apps that do not require third party messaging solutions.
Added
Although we have no material commitments for capital expenditures, we anticipate an increase in capital expenditures if we purchase or merge with companies or purchase assets in order to obtain complementary technology and expand our product offerings, customer base and geographical presence. B.
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As competition in our relevant markets is fierce and telecommunications spending is shrinking, we intend to explore new geographies and build new partnerships. 19 Our Products and Services Billing and Customer Care Solutions The key functionalities of our billing and customer care solutions are as follows: ● Mediation .
Added
In most cases, there are long-term contracts with other aggregators for the wholesale and termination services, but the prices are being negotiated ad-hoc based on demand.
Removed
MINDBill provides the ability to define and manage the required roaming contract terms and the applicable tariff plan for each roaming partner; ● Virtual Providers . MINDBill allows carriers to have resellers of traffic under different brand names and manage them as Virtual Providers; ● Multiple Services and Products Support .
Added
We provide tier 2 and tier 3 service providers with flexible, easy to deploy, truly convergent and scalable billing solutions. 21 From time to time, telecommunications service providers initiate searches for billing solutions to replace existing ones in order to offer additional services, reduce costs and improve service.
Added
Our platform helps our customers to reduce costly in-house development and the need to negotiate complex commercial agreements with service providers.
Added
Our Products and Services Billing and Customer Care Solutions The key functionalities of our billing and customer care solutions are as follows: • Mediation . Providing real-time and batch event collection, interfacing with the voice, content, data, service delivery and routing network elements; 22 • Provisioning .
Added
MINDBill includes a monitoring tool that enables 24x7 operational control, proactive monitoring and historical analysis of the platform’s behavior. • IoT Device Management & Provisioning . We recently launched an IoT solution that enables service providers to centrally manage, provision, and monitor IoT devices and related services at scale.
Added
This expands our offering to support growing IoT connectivity use cases for enterprise customers • AI Platform . We are actively developing our AI platform to enhance our current offerings. One of the first products ready for launch is a chatbot AI, which can be integrated into our billing solution or used as a standalone tool.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

55 edited+12 added−6 removed28 unchanged
Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified under “Forward-Looking Statements and Summary Risk Factors” and under “Risk Factors” elsewhere in this annual report. Overview We were incorporated in Israel in 1995 and started providing our enterprise software products in that year.
Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified under “Forward-Looking Statements and Summary Risk Factors” and under “Risk Factors” elsewhere in this annual report. 29 Overview We were incorporated in Israel in 1995 and started providing our enterprise software products in that year.
Because exchange rates between the NIS and the Euro to the dollar fluctuate continuously, exchange rate fluctuations and especially larger periodic devaluations would have an impact on our revenues, profitability and period-to-period comparisons of our results. The effects of foreign currency remeasurements are reported in our consolidated financial statements in current operations. 30 B.
Because exchange rates between the NIS and the Euro to the dollar fluctuate continuously, exchange rate fluctuations and especially larger periodic devaluations would have an impact on our revenues, profitability and period-to-period comparisons of our results. The effects of foreign currency remeasurements are reported in our consolidated financial statements in current operations. B.
Following the acquisitions completed during 2019 (see below), we, together with our subsidiaries, also provide enterprise and wholesale messaging, communication solutions. On March 25, 2019, we acquired Message Mobile GmbH, a leading provider of enterprise messaging, communication and payment solutions, based in Germany, with more than 15 years’ experience in the mobile industry.
Following the acquisitions completed during 2019 (see below), we, together with our subsidiaries, also provide enterprise and wholesale messaging, communication solutions. On March 25, 2019, we acquired Message Mobile, a leading provider of enterprise messaging, communication and payment solutions, based in Germany, with more than 15 years’ experience in the mobile industry.
On a regular basis, we evaluate and may revise our estimates. Actual results could differ materially from the estimates under different assumptions or conditions. Goodwill impairment assessment is a critical accounting estimate. As a result of our acquisitions, our goodwill represents the excess of the consideration paid or transferred.
On a regular basis, we evaluate and may revise our estimates. Actual results could differ materially from the estimates under different assumptions or conditions. 39 Goodwill impairment assessment is a critical accounting estimate. As a result of our acquisitions, our goodwill represents the excess of the consideration paid or transferred.
In the messaging segment, the cost of revenues consists primarily of fees paid to network providers. Our arrangements with the network service providers require us to pay fees based on the volume of text messages sent, as well as telephone numbers acquired by us to service our customers. Research and Development Expenses .
In the messaging segment, the cost of revenues consists primarily of fees paid to network providers. Our arrangements with the network service providers require us to pay fees based on the volume of text messages sent, as well as telephone numbers acquired by us to service our customers. 31 Research and Development Expenses .
We provide a revenue breakdown for our billing and customer care software, our messaging solutions and our enterprise call management software. We believe that this information provides a better understanding of our performance and allows investors to make a more informed judgment about our business. 26 Cost of Revenues .
We provide a revenue breakdown for our billing and customer care software, our messaging solutions and our enterprise call management software. We believe that this information provides a better understanding of our performance and allows investors to make a more informed judgment about our business. Cost of Revenues .
In 2023, GTX was merged with Message Mobile to form one legal entity that operates in the messaging segment. On January 9, 2025, we acquired Aurenz GmbH (aurenz), a leading provider of UC analytics and call accounting solutions in Germany.
In 2023, GTX was merged with Message Mobile to form one legal entity that operates in the messaging segment. On January 9, 2025, we acquired aurenz, a leading provider of UC analytics and call accounting solutions in Germany.
In the license model, the customer pays a one-time implementation fee, a one-time license fee for a perpetual license limited by the traffic metrics chosen by the customer, and additional fees to expand the chosen traffic metrics limitation. In addition, we are paid maintenance fees to renew periodically the maintenance agreement at the customer discretion.
In the license model, the customer pays a one-time implementation fee, a one-time license fee for a perpetual license limited by the traffic metrics chosen by the customer, and additional fees to expand the chosen traffic metrics limitation. In addition, we are paid maintenance fees to renew periodically the maintenance agreement at the customer’s discretion.
Fees for managed services are primarily based on the number of subscribers or customers business volume and are paid monthly. We primarily use two business models when we sell our solutions in the billing and related services segment, the license model and the managed services model.
Fees for managed services are primarily based on the number of subscribers or customers’ business volume and are paid monthly. We primarily use two business models when we sell our solutions in the billing and related services segment, the license model and the managed services model.
Our general and administrative expenses consist primarily of compensation, overhead and related costs for executives and administrative personnel, professional fees, directors’ fees, insurance, costs related to being a public company, allowance for credit losses and other general corporate expenses. Financial Income, Net .
Our general and administrative expenses consist primarily of payroll, overhead and related costs for executives and administrative personnel, professional fees, directors’ fees, insurance, costs related to being a public company, allowance for credit losses and other general corporate expenses. Financial Income, Net .
Our research and development expenses consist primarily of compensation, overhead and related costs for research and development personnel and depreciation of equipment. Research and development costs related to software products are expensed as incurred until the “technological feasibility” of the product has been established.
Our research and development expenses consist primarily of payroll, overhead and related costs for research and development personnel and depreciation of equipment. Research and development costs related to software products are expensed as incurred until the “technological feasibility” of the product has been established.
For a comparison of the year ended December 31, 2023 to the year ended December 31, 2022, please refer to Item 5 in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 18, 2024.
For a comparison of the year ended December 31, 2024 to the year ended December 31, 2023, please refer to Item 5 in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 18, 2025.
In the messaging segment, revenues are derived from customers using our messaging software platform, when the messaging service has been rendered, i.e., the messages are delivered to recipient. All the revenues in the messaging segment are recognized as services revenues.
In the messaging segment, revenues are derived from customers using our messaging software platform, when the messaging service has been rendered, i.e., the messages are delivered to recipients. All the revenues in the messaging segment are recognized as services revenues.
Although we have no material commitments for capital expenditures, we anticipate an increase in capital expenditures if we purchase or merge with companies or purchase assets in order to obtain complementary technology and to expand our product offerings, customer base and geographical presence. Cash Dividends .
Although we have no material commitments for capital expenditures, we anticipate an increase in capital expenditures if we purchase or merge with companies or purchase assets in order to obtain complementary technology and to expand our product offerings, customer base and geographical presence. Share Repurchase Program and Cash Dividends .
Our selling and marketing expenses consist primarily of compensation, overhead and related costs, for sales and marketing personnel, sales commissions, marketing programs, promotional materials, travel expenses and trade shows expenses. General and Administrative Expenses .
Our selling and marketing expenses consist primarily of payroll, overhead and related costs, for sales and marketing personnel, sales commissions, marketing programs, promotional materials, travel expenses and trade shows expenses. General and Administrative Expenses .
Our financial income, net consists mainly of interest earned on bank deposits and short-term investments, gains and losses from the change in value and realization of marketable securities, gains and losses from the conversion of monetary balance sheet items denominated in non-dollar currencies into dollars, net of bank charges. Taxes on Income. See “Corporate Tax Rate” below. A.
Our financial income, net consists mainly of interest earned on bank deposits and marketable securities, gains and losses from the change in value and realization of marketable securities, gains and losses from the remeasurement of monetary balance sheet items denominated in non-dollar currencies into dollars, net of bank charges. Taxes on Income. See “Corporate Tax Rate” below. 32 A.
Our Functional Currency The currency of the primary economic environment in which we operate is the dollar. Although 53% of our revenues are denominated in Euro, approximately 43% of our revenues are denominated in dollars and the vast majority of our cash reserves and investments are denominated in dollars.
Our Functional Currency The currency of the primary economic environment in which we operate is the dollar. Although 58% of our revenues are denominated in Euro, approximately 37% of our revenues are denominated in dollars and the vast majority of our cash reserves and investments are denominated in dollars.
In 2024, our taxes on income in the amount of $334 thousand included current taxes on income, mainly in Israel, in the amount of $252 thousand and deferred taxes income in the amount of $43 thousand.
In 2024, our taxes on income in the amount of $334 thousand included current taxes on income, mainly in Israel, in the amount of $252 thousand, offset by deferred taxes in the amount of $43 thousand.
In 2024, financial income mainly consisted of interest income on short-term bank deposits and on marketable securities in the aggregate amount of $750 thousand, offset by losses from currency exchange rate fluctuations in the aggregate amount of $159 thousand and bank charges in an aggregate amount of $24 thousand.
In 2024, financial income mainly consisted of interest income on short-term bank deposits (including cash equivalents) and on marketable securities in the amount of $750 thousand, offset by losses from currency exchange rate fluctuations in the amount of $159 thousand and by bank charges in the amount of $24 thousand. Taxes on Income.
General and administrative expenses as a percentage of total revenues increased from 6.6% in 2023 to 7.8% in 2024, mainly due to the abovementioned increase in expenses. Impairment of Goodwill . No impairment of goodwill was required following the annual assessment performed during each of 2023 and 2024. 29 Financial Income, net.
General and administrative expenses as a percentage of total revenues increased from 7.8% in 2024 to 11.9% in 2025, mainly due to the abovementioned increase in expenses and decrease in revenues. 35 Impairment of Goodwill . No impairment of goodwill was required following the annual assessment performed during each of 2024 and 2025. Financial Income, net.
Its messaging platform enables enterprises to easily communicate with clients and partners via text / SMS, voice and instant messaging services like WhatsApp, Facebook Messenger and Telegram. 25 On September 25, 2019, we acquired GTX GmbH, a company based in Germany offering global SMS services for B-2-B customers, providing business partners a robust and easy-to-use system to send SMS messages to end-users at the best possible quality and attractive pricing, acting as a one-stop-platform for clients aiming to extend their messaging activities on different channels, e.g., WhatsApp, Chatbot on Messenger and Rich Communication Services (RCS).
On September 25, 2019, we acquired GTX, a company based in Germany offering global SMS services for B-2-B customers, providing business partners a robust and easy-to-use system to send SMS messages to end-users at the best possible quality and attractive pricing, acting as a one-stop-platform for clients aiming to extend their messaging activities on different channels, e.g., WhatsApp, Chatbot on Messenger and Rich Communication Services (RCS).
The increase of $0.4 million is mainly due to a decrease of $0.7 million in deferred revenues and $0.2 million in accounts payable and $0.3 million in other current liabilities and accruals and an increase of $0.2 million in accounts receivable, offset by a decrease of $0.9 million in our cash position and a decrease of $0.1 million in prepaid expenses.
The decrease of $3.7 million is mainly due to a decrease of $2.2 million in our cash position and $0.8 million in accounts receivable and an increase of $1.1 million in deferred revenues, offset by a decrease of $0.2 million in accounts payable and an increase of $0.2 million in prepaid expenses.
The following table presents the geographic distribution of our revenues: Years Ended December 31, 2024 2023 (% of revenues) The Americas 39.7 % 36.5 % Europe 53.2 53.8 Asia Pacific and Africa 2.2 5.3 Israel 4.9 4.4 Total 100 % 100 % Our revenues in the Americas increased from $7.9 million in 2023 to $8.5 million in 2024.
The following table presents the geographic distribution of our revenues: Years Ended December 31, 2025 2024 (% of revenues) The Americas 34.4 % 39.7 % Europe 58.7 53.2 Asia Pacific and Africa 2.0 2.2 Israel 4.9 4.9 Total 100 % 100 % Our revenues in the Americas decreased from $8.5 million in 2024 to $6.7 million in 2025.
As of December 31, 2024, we had $4.4 million in cash and cash equivalents and $11.3 million in short-term bank deposits and marketable securities, and our working capital was $15.6 million. In our opinion, our working capital is sufficient for our requirements for the foreseeable future.
As of December 31, 2025, we had $8.1 million in cash and cash equivalents and $5.4 million in short-term bank deposits and marketable securities, and our working capital was $11.9 million. In our opinion, our working capital is sufficient for our requirements for the foreseeable future.
Net cash provided by operating activities in 2023 was $4.1 million, attributable to our net income of $5.2 million, non-cash related items, net, in the amount of $0.5 million, offset by a net decrease in operating assets and liabilities items in the amount of $1.6 million.
Net cash provided by operating activities in 2025 was $4.0 million, attributable to our net income of $2.6 million, non-cash related items, net, in the amount of $0.4 million and an increase in operating assets and liabilities items in the amount of $1.0 million.
Operating Expenses Years Ended December 31, 2024 2023 (dollars in millions) % Change Research and development $ 3.4 $ 3.5 (4.1 )% Selling and marketing 1.3 1.1 10.7 % General and administrative 1.7 1.4 18.8 % Total operating expenses $ 6.4 $ 6.1 3.9 % Research and Development .
Operating Expenses Years Ended December 31, % Change 2025 2024 (dollars in millions) Research and development $ 4.1 $ 3.4 19.4 % Selling and marketing 1.5 1.3 13.9 % General and administrative 2.3 1.7 37.7 % Total operating expenses $ 7.8 $ 6.4 23.2 % Research and Development .
Net Operating Working Capital As of December 31, 2024, net operating working capital was $15.6 million, compared to $15.2 million as of December 31, 2023.
Net Operating Working Capital As of December 31, 2025, net operating working capital was $11.9 million, compared to $15.6 million as of December 31, 2024.
Our dividend policy is to declare a dividend distribution once per year, in the approximate amount of our EBITDA for the preceding year plus net financial income minus taxes on income, subject to specific board of directors’ approval and applicable law.
Until and including 2025, our dividend policy was to declare a dividend distribution once per year, in the approximate amount of our EBITDA for the preceding year plus net financial income minus taxes on income, subject to specific board of directors’ approval and applicable law. Since 2003, our cash dividends amount to approximately $6.0 per share.
Operating Results The following discussion of our results of operations for the years ended December 31, 2024 and 2023, including the percentage data in the following table, is based upon our statements of operations contained in our consolidated financial statements for those years, and the related notes thereto, included in Item 18: Years Ended December 31, 2024 2023 (% of revenues) Revenues 100.0 % 100.0 % Cost of revenues 49.9 49.7 Gross profit 50.1 50.3 Operating expenses: Research and development 15.8 16.3 Selling and marketing 6.0 5.4 General and administrative 7.8 6.6 Total operating expenses 29.6 28.3 Operating income 20.5 22.0 Financial income, net 2.7 3.6 Income before taxes on income 23.2 25.6 Taxes on income 1.5 1.6 Net income 21.7 % 24.0 % 27 Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Revenues Years Ended December 31, 2024 2023 (dollars in millions) % Change License sales $ 0.7 $ 0.6 30.4 % Services 20.7 21.0 (1.6 )% Total revenues $ 21.4 $ 21.6 (0.7 % Total revenues decreased from $21.6 million in 2023 to $21.4 million in 2024, due to a decrease in revenues in our messaging segment from $8.0 million in 2023 to $7.8 million in 2024.
Operating Results The following discussion of our results of operations for the years ended December 31, 2025 and 2024, including the percentage data in the following table, is based upon our statements of operations contained in our consolidated financial statements for those years, and the related notes thereto, included in Item 18: Years Ended December 31, 2025 2024 (% of revenues) Revenues 100.0 % 100.0 % Cost of revenues 49.0 49.9 Gross profit 51.0 50.1 Operating expenses: Research and development 20.8 15.8 Selling and marketing 7.5 6.0 General and administrative 11.9 7.8 Total operating expenses 40.2 29.6 Operating income 10.8 20.5 Financial income, net 3.5 2.7 Income before taxes on income 14.3 23.2 Taxes on income 0.8 1.5 Net income 13.5 % 21.7 % Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Revenues Years Ended December 31, % Change 2025 2024 (dollars in millions) Services $ 18.7 $ 20.7 (9.6 )% License sales 0.7 0.7 0.6 % Total revenues $ 19.4 $ 21.4 (9.3 )% Total revenues decreased by $2.0 million, or 9.3%, from $21.4 million in 2024 to $19.4 million in 2025, due to a decrease in revenues both in our messaging segment from $7.8 million in 2024 to $6.9 million in 2025 and in our billing and customer care segment from $13.6 million in 2024 to $12.6 million in 2025 (which include revenues of $1.5 million from our newly acquired subsidiary, aurenz, which was acquired in the first quarter of 2025). 33 Revenues from services decreased by $2.0 million from $20.7 million in 2024 to $18.7 in 2025, primarily due to the decrease in revenues as discussed above.
However, we have not yet completed the development of our native cloud-based solutions, and this has harmed our competitive position. The telecommunication market is undergoing consolidation and intensifying competition, and we have lost a few customers during each of the last few years. We expect that these trends will continue to negatively impact our revenues and profitability in 2025.
The telecommunication market is undergoing consolidation and intensifying competition, and we have lost a few customers during each of the last few years. We expect that these trends will continue to negatively impact our revenues and profitability in 2026.
Selling and marketing expenses increased from $1.1 million in 2023 to $1.3 million in 2024, mainly due to an increase in personnel costs. Selling and marketing expenses as a percentage of total revenues increased from 5.4% in 2023 to 6.0% in 2024, mainly due to the abovementioned increase. General and Administrative Expenses .
Selling and marketing expenses as a percentage of total revenues increased from 6.0% in 2024 to 7.5% in 2025, mainly due to the abovementioned decrease in revenues. General and Administrative Expenses .
In 2023, financial income mainly consisted of interest income on short-term bank deposits and on marketable securities in the aggregate amount of $737 thousand and gains from currency exchange rate fluctuations in the aggregate amount of $50 thousand, offset by bank charges in an aggregate amount of $27 thousand. Taxes on Income.
In 2025, financial income mainly consisted of interest income on short-term bank deposits (including cash equivalents) and on marketable securities in the amount of $475 thousand and gains from currency exchange rate fluctuations in the amount of $255 thousand, offset by bank charges in the amount of $33 thousand.
The weakening of the dollar in relation to the Euro and the NIS would have a negative effect on our profitability because we incur a significant portion of our expenses, mainly personnel expenses, in Euro and NIS.
Impact of Foreign Currency Fluctuations on Results of Operations The dollar revenues and cost of our operations may be significantly influenced by currency fluctuations. 36 The weakening of the dollar in relation to the Euro and the NIS would have a negative effect on our profitability because we incur a significant portion of our expenses, mainly personnel expenses, in Euro and NIS.
Consolidation in the telecom markets was not favorable to us in the last years, and we lost a few customers each year and, at the same time, closed fewer deals and at lower values than in previous years. Accordingly, we expect we will not be able to maintain our revenues and our profitability levels in the near term.
We expect to derive a greater portion of our revenues from a small number of changing customers. 30 Consolidation in the telecom markets was not favorable to us in the last years, and we lost a few customers each year and, at the same time, closed fewer deals and at lower values than in previous years.
Cash Deposits As of December 31, 2024, we had approximately $11.1 million in bank deposits with maturities of between three and twelve months. Marketable Securities As of December 31, 2024, we held marketable securities of approximately $193 thousand. Net Cash Used in Investing Activities . In 2024, we decreased our investments in short-term bank deposits by $2.4 million.
Cash Deposits As of December 31, 2025, we had approximately $5.2 million in bank deposits with maturities of between three and twelve months. Marketable Securities As of December 31, 2025, we held marketable securities of approximately $200 thousand. 37 Net Cash Provided by Investing Activities .
Since 2003, we have distributed aggregate cash dividends of $6.0 per share to our shareholders, including $0.24 per share in March 2024, and the dividend of $0.22 per share that we declared in March 2025. For information about our dividend policy, please see Item 8 “Financial Information - Dividend Policy.” 31 C. Research and Development, Patents and Licenses, etc.
Since 2003, we have distributed aggregate cash dividends of $6.0 per share to our shareholders. During 2025, we acquired an aggregate of 117,998 of our ordinary shares for approximately $130 thousand. For information about our dividend policy, please see Item 8, “Financial Information - Dividend Policy.” C. Research and Development, Patents and Licenses, etc.
In 2024, 55% of our total revenues were derived from providing our billing and customer care software, 37% of our total revenues were derived from enterprise messaging and 8% of our total revenues were derived from providing our enterprise software. In 2024, services represented 97% of our total revenues and license fees represented 3% of our total revenues.
In 2025, 50% of our total revenues were derived from providing our billing and customer care software, 35% of our total revenues were derived from enterprise messaging and 15% of our total revenues were derived from providing our enterprise software. In 2025, services represented 96% of our total revenues and license fees represented 4% of our total revenues.
The decrease in our research and development expenses by 4.1% in 2024 compared to 2023 was primarily due to a decrease in personnel expenses. Research and development expenses as a percentage of total revenues slightly decreased from 16.3% in 2023 to 15.8% in 2024, due to the abovementioned decrease in personnel expenses. Selling and Marketing Expenses .
The increase in our research and development expenses by 19.4% in 2025 compared to 2024 was primarily due to the inclusion of the personnel expenses of the newly acquired subsidiary, aurenz. Research and development expenses as a percentage of total revenues increased from 15.8% in 2024 to 20.8% in 2025, due to the abovementioned decrease in revenues.
The aggregate cash amount of our capital expenditures was $10 thousand and $64 thousand in 2024 and 2023, respectively. These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the messaging segment, vehicles and for our engineering teams.
These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the messaging segment, and electronic equipment for our engineering teams.
We expect a future trend of revenues decline due to shrinking relevant telecom markets and strong competition, the loss of a few customers and a decrease in maintenance revenues. Revenues from our messaging segment decreased from $8.0 million in 2023 to $7.8 million in 2024 due to a decline in the volume of messages used by customers.
We expect a future trend of revenue decline due to shrinking relevant telecom markets and strong competition, a decrease in revenues from an existing customer, the loss of a few customers and a decrease in maintenance revenues.
This buying behavior results in lower demand for our comprehensive and sophisticated end-to-end solutions, and we had no new customers in 2024. Our billing and customer care solutions target tier 2 and tier 3 service providers. Some service providers seek solutions that are implemented upon a native cloud architecture.
Most telcos in our relevant segment are reluctant to heavily invest in transformation projects and are turning to low-cost solutions. This buying behavior results in lower demand for our comprehensive and sophisticated end-to-end solutions, and we had no new customers in 2024 or 2025. Our billing and customer care solutions target tier 2 and tier 3 service providers.
In 2023, our taxes on income in the amount of $359 thousand included current taxes on income, mainly in Israel, in the amount of $353 thousand and deferred taxes in the amount of $6 thousand.
In 2025, our taxes on income in the amount of $163 thousand included current taxes on income, mainly in Israel, in the amount of $202 thousand, offset by deferred taxes income in the amount of $99 thousand.
Revenues from our enterprise products decreased from $2.1 million in 2023 to $1.9 million in 2024. The decrease was primarily due to a few one-time license sales at existing customers in 2023 and the loss of one significant customer in 2024. We continue to expect that this market will generally decline.
The increase was primarily attributed to the newly acquired subsidiary, aurenz, offset by a decrease in maintenance revenues from existing customers, including a decrease of $0.4 million due to the loss of one significant customer in 2024. We continue to expect that this market will generally decline.
In 2024, 2023 and 2022, one customer accounted for approximately 11%, 12% and 12% of our total revenues, respectively. We expect to continue to derive sizeable revenues from a small number of changing customers.
In 2025, 2024 and 2023, one customer accounted for approximately 15%, 11% and 12% of our total revenues, respectively.
We invested in research and development $3.4 million (or 15.8% of total revenues) in 2024 and $3.5 million (or 16.3% of total revenues) in 2023. The decrease in 2024 was mainly due to a decrease in personnel expenses. Our engineering department comprised approximately 84 employees as of December 31, 2024. D.
We invested in research and development $4.1 million (or 20.8% of our total revenues) in 2025 and $3.4 million (or 15.8% of our total revenues) in 2024. The increase in 2025 was mainly due to an increase in personnel expenses due to the inclusion of the personnel expenses of the newly acquired subsidiary, aurenz.
General and administrative expenses increased from $1.4 million in 2023 to $1.7 million in 2024, mainly due to changes in provisioning for credit losses and a one-time increase in administrative personnel expenses caused by the replacement of our CEO.
General and administrative expenses increased from $1.7 million in 2024 to $2.3 million in 2025, mainly due to the change in the provision for credit losses and a one-time cost related to the acquisition of aurenz and the inclusion of its results.
The increase was primarily attributed to the abovementioned hardware replacement. Due to the loss of a few customers in this region during the last few years, we expect revenues to decrease. Our revenues in Europe decreased from $11.6 million in 2023 to $11.4 million in 2024.
The decrease was primarily due to the loss of a few customers in this region during 2025. We expect this trend to continue. Our revenues in Europe were $11.4 million in each 2024 and 2025. The inclusion of the revenues of the newly acquired subsidiary, aurenz, was offset by the decrease in our messaging segment revenues.
Subscribers expect customer support, uninterrupted service and full digitalization, while telcos seek ways to reduce workforce and increase profitability. Our solutions address those challenges as they enable them to rapidly deploy all types of services for prepaid and postpaid, residential and business customers.
Our solutions address these challenges by enabling service providers to rapidly deploy all types of services for prepaid and postpaid, residential and business customers.
Trend Information Service providers are facing many challenges, including the need to reduce cost and offer new services. Wireline telephony is diminishing. Mobile operators, after incurring high investment expenses in deploying 5G networks, need to monetize on the high-speed connectivity and rich content offering.
At the same time, the use of wireline telephony is diminishing. Mobile operators, after incurring high investment expenses in deploying 5G networks, need to monetize high-speed connectivity and rich content offerings. Subscribers expect customer support, uninterrupted service and full digitalization, while telcos seek ways to reduce workforce and increase profitability.
In 2023, we increased our investments in short-term bank deposits by $1.4 million. Net Cash Used in Financing Activities . In 2024, our financing activities included a cash dividend of $4.9 million. In 2023, our financing activities included a cash dividend of $4.8 million. Capital Expenditures .
In 2025, we provided cash of $5.9 million from the redemption of short-term bank deposits, offset by $1.5 million which was used for the acquisition of a subsidiary (net of existing cash in the acquired subsidiary pre-acquisition). In 2024, we provided cash of 2.4 million from the redemption of short-term bank deposits. Net Cash Used in Financing Activities .
Since 2003, our cash dividends amount to approximately $6.0 per share (including the dividend declared in March 2025 in respect of 2024). The amount per share that we distributed in each of 2024 and 2023 was $0.24, and a dividend of $0.22 per share was declared in March 2025.
The amount per share that we distributed in 2025, 2024 and 2023 was $0.22, $0.24, and $0.24, respectively. In 2025, our board of directors decided to discontinue dividend distributions and to change the Company’s capital return policy to a share repurchase program. In 2025, we repurchased shares in the amount of $130 thousand.
Revenues from licenses increased from $0.6 million in 2023 to $0.7 million in 2024. Revenues from services decreased from from $21.0 million in 2023 to $20.7 in 2024, primarily as a result of the decrease in revenues in our messaging segment discussed above.
Revenues from our messaging segment decreased by $0.9 million from $7.8 million in 2024 to $6.9 million in 2025 due to a decline in the volume of messages used by customers. Revenues from our enterprise products increased by $1.1 million from $1.9 million in 2024 to $3.0 million in 2025.
Revenues from our billing and customer care solutions for service providers increased from $11.5 million in 2023 to $11.8 million in 2024. The increase was primarily attributed to hardware replacements at two existing customers.
Revenues from licenses were $0.7 million in each of 2024 and 2025. Revenues from our billing and customer care solutions for service providers decreased by $2.2 million from $11.8 million in 2024 to $9.6 million in 2025. The decrease was primarily due to the shrinking relevant telecom markets and loss of a few customers.
The increase in cost of revenues in the billing and related services segment, which is attributed to an infrequent high cost of third-party hardware and licenses supplied as part of our solutions to a customer, was offset by higher gross margins in our messaging segment in 2024.
Our revenues in Israel decreased from $1.0 million in 2024 to $0.9 million in 2025, mainly due to the completion of follow-on orders for customizations to two of our customers in Israel in 2024. 34 Cost of Revenues Years Ended December 31, % Change 2025 2024 (dollars in millions) Cost of services $ 9.4 $ 10.6 (11.0 )% Cost of sales of licenses 0.1 0.1 (6.8 )% Total cost of revenues $ 9.5 $ 10.7 (10.9 )% Total cost of revenues in 2025 decreased by $1.2 million, or 10.9%, compared with 2024, primarily due to (i) the decrease in revenues in our messaging segment, which generated cost of revenues of $5.8 million in 2025 and $6.8 million in 2024 and a (ii) the decrease in cost of revenues in the billing and related services segment, which is attributed to an infrequent high cost of third-party hardware and licenses supplied as part of our solutions to a customer in 2024, offset by the inclusion of the results of the newly acquired subsidiary, aurenz.
There is a need to replace outdated billing systems that are not secure due to old technologies and that require high costs to operate. Most telcos in our relevant segment are reluctant to heavily invest in transformation projects and are turning to low-cost solutions.
Separately, we are developing new AI-enabled tools and capabilities intended to help service providers further improve efficiency and operations; however, these AI-enabled tools and capabilities are still under development. 38 There is a need to replace outdated billing systems that are not secure due to old technologies and that require high costs to operate.
Removed
The board of directors’ decision to approve the annual distribution is based, among other factors, on our cash position at that time, potential acquisitions and future cash needs. Our board of directors may decide to discontinue the dividend distribution in whole or in part at any time. Revenues .
Added
Its messaging platform enables enterprises to easily communicate with clients and partners via text message / SMS, voice and instant messaging services like WhatsApp, Facebook Messenger and Telegram.
Removed
The decrease was primarily due to the abovementioned decrease of $0.2 million in our messaging segment revenues.
Added
During 2025, aurenz did not meet its anticipated performance objectives, largely as a result of delays in a significant government project.
Removed
Our revenues in Israel increased from $0.9 million in 2023 to $1.0 million in 2024, mainly attributed to the sale of licenses to one of our customers in Israel, in 2024. 28 Cost of Revenues Years Ended December 31, 2024 2023 (dollars in millions) % Change Cost of sales of license $ 0.1 $ 0.1 1.7 % Cost of services 10.6 10.6 (0.3 )% Total cost of revenues $ 10.7 $ 10.7 (0.3 % Total cost of revenues and gross profit as a percentage of total revenues in 2024 remained the same as in 2023.
Added
Accordingly, we expect we will not be able to maintain our revenues and our profitability levels in the near term.
Removed
Impact of Foreign Currency Fluctuations on Results of Operations The dollar revenues and cost of our operations may be significantly influenced by currency fluctuations.
Added
See Item 16E for more information about our share repurchase program. Revenues .
Removed
The trend we expect in the messaging business is companies turning to Application to Person (A2P) messaging to reach and engage with their target audience in a reliable, fast and secure way. Essentially, A2P messaging allows an application to send a message (typically SMS or IP Messaging).
Added
Gross profit as a percentage of total revenues increased from 49.9% in 2024 to 51.0% in 2025, primarily attributed to the above-mentioned supplied third-party hardware and licenses.
Removed
Examples of these types of messages include bank alerts, shipping notifications from online stores, appointment reminders, promotional and loyalty program notifications and two-factor authentication one-time passcodes for account security. 32 E.
Added
Selling and Marketing Expenses . Selling and marketing expenses increased from $1.3 million in 2024 to $1.5 million in 2025, mainly due to an increase in personnel costs and the inclusion of the results of the newly acquired subsidiary, aurenz.
Added
In 2025, our financing activities included a cash dividend of $4.5 million and repurchase of shares in the amount of $130 thousand. In 2024, our financing activities included a cash dividend of $4.9 million. Capital Expenditures . The aggregate cash amount of our capital expenditures was $27 thousand and $10 thousand in 2025 and 2024, respectively.
Added
Our engineering department comprised approximately 85 employees as of December 31, 2025. D. Trend Information Communication network service providers are facing many challenges, including the need to reduce costs and offer new services. In addition, rapid advances in artificial intelligence are increasing competitive and financial pressure on service providers to improve operational efficiency and leverage AI capabilities across their organizations.
Added
Some service providers seek solutions implemented on a native cloud architecture. Although we made major progress this year in the development and transition of our solutions towards a native cloud architecture, we have not yet completed our native cloud readiness, which we expect to complete in 2026. This has harmed our competitive position.
Added
The current trend in messaging goes beyond traditional A2P SMS to conversational and omnichannel messaging, where companies reach their target groups via SMS, RCS/RBM, and messaging apps such as WhatsApp.
Added
While A2P SMS continues to form the basis for reliable, fast, and secure delivery - for example, for OTPs, banking, and shipping notifications - customers today increasingly expect interactive and dialogue-oriented communication. Companies are therefore increasingly relying on rich messaging and WhatsApp Business to not only provide information, but also enable direct conversation, service processes, and commerce.
Added
At the same time, automation and high security standards are becoming increasingly important. Messaging is thus evolving from a pure notification channel to a central platform for digital customer interaction. Therefore, we continue to enhance our platform to support the latest channels and features. E.

Item 6. [Reserved]

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

35 edited+7 added−15 removed36 unchanged
Iancu holds a B.Sc. degree in Computer Science and a Master’s degree in Telecommunications (with expertise in Voice and Data Integration over the Ethernet) from the Technion, Israel Institute of Technology. Ariel Glassner. Mr. Glassner joined MIND as Chief Executive Officer in November 2024.
Iancu holds a B.Sc. degree in Computer Science and a Master’s degree in Telecommunications (with expertise in Voice and Data Integration over the Ethernet) from the Technion, Israel Institute of Technology. 40 Ariel Glassner. Mr. Glassner joined MIND as Chief Executive Officer in November 2024.
The duty of loyalty of an office holder includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and the performance of his other duties or his personal affairs; ● refrain from any activity that is competitive with the company; ● 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 a company’s affairs which the office holder has received due to his position as an office holder. 37 Disclosure of Personal Interest of an Office Holder The Companies Law requires that an office holder of a company disclose to the company any personal interest that he may have and all related material information known to him, in connection with any existing or proposed transaction by the company.
The duty of loyalty of an office holder includes a duty to: • refrain from any conflict of interest between the performance of his duties in the company and the performance of his other duties or his personal affairs; • refrain from any activity that is competitive with the company; • 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 a company’s affairs which the office holder has received due to his position as an office holder. 45 Disclosure of Personal Interest of an Office Holder The Companies Law requires that an office holder of a company disclose to the company any personal interest that he may have and all related material information known to him, in connection with any existing or proposed transaction by the company.
The compensation terms of other officers require the approval of the compensation committee and the board of directors. Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements, which apply to an office holder, also apply to a controlling shareholder of a public company.
The compensation terms of other officers require the approval of the compensation committee and the board of directors. 46 Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements, which apply to an office holder, also apply to a controlling shareholder of a public company.
Share Ownership As of March 1, 2025, Monica Iancu beneficially owned 3,121,527, or 15.3% of our ordinary shares. None of our other directors or members of senior management beneficially owns 1% or more of our ordinary shares. We have established stock option plans to provide for the issuance of options to our directors, officers and employees.
Share Ownership As of March 1, 2026, Monica Iancu beneficially owned 3,121,527, or 15.3% of our ordinary shares. None of our other directors or members of senior management beneficially owns 1% or more of our ordinary shares. We have established stock option plans to provide for the issuance of options to our directors, officers and employees.
At the meeting our shareholders also approved that the remuneration of those of our directors who our Board classifies as “expert directors” (as such term is defined in the Israeli Companies Law) will be 20% more than the remuneration of non-expert directors. 35 C.
At the meeting our shareholders also approved that the remuneration of those of our directors who our Board classifies as “expert directors” (as such term is defined in the Israeli Companies Law) will be 20% more than the remuneration of non-expert directors. 42 C.
To the best of our knowledge, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management . 34 B.
To the best of our knowledge, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 41 B.
Board Practices Board of Directors Our board is divided into three classes of directors, denominated Class I, Class II and Class III. The term of Class I will expire in 2025, Class II in 2026 and Class III in 2027.
Board Practices Board of Directors Our board is divided into three classes of directors, denominated Class I, Class II and Class III. The term of Class I will expire in 2028, Class II in 2026 and Class III in 2027.
Accordingly, gains derived from options awarded to our Israeli employees and held by a trustee for two years from the date of grant, will generally be taxed as capital gains at a rate of 25%, and we will generally not be entitled to recognize an expense for the award of such options. On June 5, 2023, Ms.
Accordingly, gains derived from options awarded to our Israeli employees and held by a trustee for two years from the date of grant, will generally be taxed as capital gains at a rate of 25%, and we will generally not be entitled to recognize an expense for the award of such options. 48
Compensation of Directors and Executive Officers The aggregate direct remuneration paid to all persons who served in the capacity of director or executive officer during 2024 was $1.6 million, including $0.08 million that was set aside for pension and retirement benefits.
Compensation of Directors and Executive Officers The aggregate direct remuneration paid to all persons who served in the capacity of director or executive officer during 2025 was $1.4 million, including $0.09 million that was set aside for pension and retirement benefits.
The numbers and breakdowns of our employees as of the end of the past three years are set forth in the following table: As of December 31, 2024 2023 2022 Approximate numbers of employees by geographic location Israel 24 23 24 Romania 104 110 116 Germany 8 11 13 Total workforce 136 144 153 Approximate numbers of employees by category of activity General and administration 15 15 15 Research and development 84 90 97 Professional services and customer support 29 31 32 Sales and marketing 8 8 9 Total workforce 136 144 153 E.
The numbers and breakdowns of our employees as of the end of the past three years are set forth in the following table: As of December 31, 2025 2024 2023 Approximate numbers of employees by geographic location Israel 22 24 23 Romania 97 104 110 Germany 20 8 11 Total workforce 139 136 144 Approximate numbers of employees by category of activity General and administration 16 15 15 Research and development 85 84 90 Professional services and customer support 30 29 31 Sales and marketing 8 8 8 Total workforce 139 136 144 E.
The shareholder approval must be by a majority of the shares voted on the matter, provided that either: ● at least a majority of the shares of shareholders who have no personal interest in the transaction and who vote on the matter vote in favor thereof; or ● the shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the voting rights in the company. 38 Shareholders generally have the right to examine any document in the company’s possession pertaining to any matter that requires shareholder approval.
The shareholder approval must be by a majority of the shares voted on the matter, provided that either: • at least a majority of the shares of shareholders who have no personal interest in the transaction and who vote on the matter vote in favor thereof; or • the shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the voting rights in the company.
We have adopted an audit committee charter, which sets forth the qualifications, powers and responsibilities of our audit committee. 36 Our audit committee also serves as (i) our compensation committee, as described below, and (ii) our nominations committee, authorized to recommend all director nominees for the selection of the board of directors, provided that no such recommendation is required in cases, if any, where the right to nominate a director legally belongs to a third party.
Our audit committee also serves as (i) our compensation committee, as described below, and (ii) our nominations committee, authorized to recommend all director nominees for the selection of the board of directors, provided that no such recommendation is required in cases, if any, where the right to nominate a director legally belongs to a third party.
Shoval Cohen Nissan . Mr. Cohen Nissan has served as our IT Manager since December 1998 and was promoted to Vice President of IT in 2016. Mr. Cohen Nissan leads the planning and management of the supporting infrastructure company-wide and the implementation of network security at the corporate level.
Cohen Nissan has served as our IT Manager since December 1998 and was promoted to Vice President of IT in 2016. Mr. Cohen Nissan leads the planning and management of the supporting infrastructure company-wide and the implementation of network security at the corporate level. He also acts as Purchasing Manager for our internal needs and customer solutions. Mr.
If the shareholders do not approve a proposed compensation policy, the board of directors is entitled to approve it if the compensation committee and the board of directors, after re-evaluating the proposed policy, conclude that approving the policy is in the company’s best interests.
If the shareholders do not approve a proposed compensation policy, the board of directors is entitled to approve it if the compensation committee and the board of directors, after re-evaluating the proposed policy, conclude that approving the policy is in the company’s best interests. A compensation policy was most recently approved at our 2025 annual general meeting.
All these options expire in 2029. The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2024.
The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2025.
Barzilay has served as the CFO of Elementor. From 2019 to 2024, Mr. Barzilay served as the CFO at Personetics. From 2010 to 2019, Mr. Barzilay held a number of finance leadership positions at Amdocs and most recently served as Vice President Finance for Amdocs Technology & Media and for Amdocs Global Services (Nasdaq: DOX). From 2008 to 2010, Mr.
Barzilay held a number of finance leadership positions at Amdocs and most recently served as Vice President Finance for Amdocs Technology & Media and for Amdocs Global Services (Nasdaq: DOX). From 2008 to 2010, Mr. Barzilay was the CFO of MIND. From 2004 to 2008, Mr. Barzilay served in several finance management roles with Avaya. Mr.
Directors and Senior Management The following table sets forth certain information regarding our directors and executive officers as of the date of filing of this Annual Report: Name Age Position Ariel Glassner 51 Chief Executive Officer Arie Abramovich 38 Chief Financial Officer Gilad Parness 56 Vice President Sales Shoval Cohen Nissan 50 Vice President, Information Technology Victor Balteanu 45 Vice President Engineering Marian Scurtu 47 Vice President Customer Success Liviu Serea 70 General Manager, MIND Romania Monica Iancu 67 Chairperson of the Board Joseph Tenne 69 Director and Chairman of the Audit Committee Itay Barzilay 50 Director Orly Sorokin 46 Director The background of each of our directors and executive officers is as follows: Monica Iancu.
Directors and Senior Management The following table sets forth certain information regarding our directors and executive officers as of the date of filing of this annual report: Name Age Position Ariel Glassner 52 Chief Executive Officer Arie Abramovich 39 Chief Financial Officer Nimrod Mano 55 Vice President Sales Shoval Cohen Nissan 51 Vice President, Information Technology Monica Iancu 68 Chairperson of the Board Joseph Tenne 70 Director and Chairman of the Audit Committee Itay Barzilay 51 Director Orly Sorokin 47 Director The background of each of our directors and executive officers is as follows: Monica Iancu.
In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we require one director with the requisite financial and accounting expertise.
In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
This does not include amounts expensed by us for automobiles made available to our officers or expenses, including business, travel, professional and business association dues and expenses, reimbursed to officers, and do not include equity-based compensation expenses.
This does not include amounts expensed by us for automobiles made available to our officers or expenses, including business, travel, professional and business association dues and expenses, reimbursed to officers, and do not include equity-based compensation expenses. During 2025, we did not grant any options to our executive officers under our option plans options to purchase ordinary shares.
Unless otherwise is determined by our Board, any award granted under the 2011 Share Incentive Plan will have a four-year vesting schedule, such that 50% of the award will vest on the second anniversary of the commencement date and 25% of the award will vest on each of the third and fourth anniversaries of the commencement date. 39 As of March 1, 2025, options to purchase 489,500 ordinary shares were outstanding and options for 2,577,290 ordinary shares had been exercised.
Unless otherwise is determined by our Board, any award granted under the 2011 Share Incentive Plan will have a four-year vesting schedule, such that 50% of the award will vest on the second anniversary of the commencement date and 25% of the award will vest on each of the third and fourth anniversaries of the commencement date.
Under the Companies Law, at least once every three years our compensation committee is required to propose for shareholder approval by a special majority, a policy governing the compensation of office holders based on specified criteria, to review, from time to time, modifications to the compensation policy and examine its implementation and to approve the actual compensation terms of office holders prior to approval thereof by the board of directors.
In its capacity as our compensation committee, the audit committee is authorized to, among other things, review, approve and recommend to our board of directors base salaries, incentive bonuses, including the specific goals and amounts, stock option grants, employment agreements, and any other benefits, compensation or arrangements of our office holders. 44 Under the Companies Law, at least once every three years our compensation committee is required to propose for shareholder approval by a special majority, a policy governing the compensation of office holders based on specified criteria, to review, from time to time, modifications to the compensation policy and examine its implementation and to approve the actual compensation terms of office holders prior to approval thereof by the board of directors.
Abramovich holds a B.A. degree in Accounting from The School of Business Administration at the Hebrew University of Jerusalem, and he is a Certified Public Accountant in Israel. 33 Gilad Parness. Mr. Parness has served as our Vice President of Sales since June 2020. He joined MIND in 2004 as a team leader in MINDBill Support. Mr.
Abramovich holds a B.A. degree in Accounting from The School of Business Administration at the Hebrew University of Jerusalem, and he is a Certified Public Accountant in Israel. Nimrod Mano. Mr. Mano joined MIND in November 2025 as Vice President of Sales.
Each agreement terminates upon 30 or 60 days’ written notice and provides for standard terms and conditions of employment. Monica Iancu resigned as President and Chief Executive Officer on October 31, 2024 and is now Chairperson of the Board. D. Employees As of December 31, 2024, 2023, and 2022 our total number of employees was 136, 144, and 153, respectively.
Each agreement terminates upon 30 or 60 days’ written notice and provides for standard terms and conditions of employment. 47 D. Employees As of December 31, 2025, 2024, and 2023 our total number of employees was 139, 136 and 144, respectively.
Sorokin holds a B.A. in Economics and an M.B.A. from Haifa University. To the best of our knowledge, there are no family relationships between any of the directors or members of senior management named above.
To the best of our knowledge, there are no family relationships between any of the directors or members of senior management named above.
On May 4, 2017, our board of directors resolved that each of our non-executive directors will be entitled to receive an annual fee of $13,200 and a participation fee of $680 per meeting. On August 9, 2017, payment in the same amounts to each of our non-executive directors was approved by our shareholders.
Parness served as VP Sales till December 31, 2025. On May 4, 2017, our board of directors resolved that each of our non-executive directors will be entitled to receive an annual fee of $13,200 and a participation fee of $680 per meeting.
Sorokin has served as a director of our company since May 2024. Since 2023, Ms. Sorokin has lead a global program for startups at IBM. From 2013 to 2023, Ms. Sorokin held a number of positions at IBM, among them managing the IBM Alpha Zone acceleration program and country sales leader for the Internet of Things unit. In parallel, Ms.
Sorokin held a number of positions at IBM, among them managing the IBM Alpha Zone acceleration program and country sales leader for the Internet of Things unit. In parallel, Ms. Sorokin served as a mentor to several innovation programs, such as the Hadassah Hospital accelerator, Oazis at Ben Gurion University and others. From 2011 to 2013, Ms.
The options vest over four years, primarily commencing on the date of grant. Generally, options not previously exercised will expire five years after they are granted.
As of March 1, 2026, options to purchase 453,000 ordinary shares were outstanding and options for 2,701,790 ordinary shares had been exercised. The options vest over four years, primarily commencing on the date of grant. Generally, options not previously exercised will expire five years after they are granted.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” Summary Compensation Table (in dollars) Name of Officer Position of Officer Salary Cash Bonus (1) Equity- Based Compensation (2) All Other Compensation (3) Total Monica Iancu President and Chief Executive Officer (4) 240,000 240,000 - 57,757 537,757 Arie Abramovich Chief Financial Officer 78,764 12,977 - 38,635 130,376 Gilad Parness Vice President Sales 88,755 - - 63,468 152,223 Shoval Cohen Nissan Vice President, Information Technology 99,558 22,711 - 55,299 177,568 Oren Tanhum Vice President, Professional Services (5) 38,195 22,711 - 53,732 114,638 (1) Amounts reported in this column represent annual incentive bonuses granted to the Covered Executives or commissions based on performance-metric formulas set forth in their respective employment agreements.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” Summary Compensation Table (in dollars) Name of Officer Position of Officer Salary Cash Bonus (1) Equity-Based Compensation (2) All Other Compensation (3) Total Monica Iancu Chairperson of the Board and former Chief Executive Officer (4) 120,000 231,500 - 56,262 407,762 Ariel Glassner Chief Executive Officer 240,000 - - 69,321 309,321 Arie Abramovich Chief Financial Officer 90,942 15,056 - 44,838 150,836 Gilad Parness Vice President Sales (5) 121,086 - - 47,753 168,659 Shoval Cohen Nissan Vice President, Information Technology 111,440 61,453 - 54,540 227,433 __________________ (1) Amounts reported in this column represent annual incentive bonuses granted to the Covered Executives or commissions based on performance-metric formulas set forth in their respective employment agreements.
Audit Committee Under the Companies Law, our board of directors is required to appoint an audit committee, comprised of at least three directors. The members of the audit committee must satisfy certain independence standards under the Companies Law. Our audit committee consists of Mr. Joseph Tenne (Chairman of the audit committee), Mr. Itay Barzilay and Ms. Orly Sorokin.
Our board of directors has determined that we require one director with the requisite financial and accounting expertise. 43 Audit Committee Under the Companies Law, our board of directors is required to appoint an audit committee, comprised of at least three directors. The members of the audit committee must satisfy certain independence standards under the Companies Law.
If this information is made public in Israel or elsewhere, we will file the information with the SEC in the United States.
Shareholders generally have the right to examine any document in the company’s possession pertaining to any matter that requires shareholder approval. If this information is made public in Israel or elsewhere, we will file the information with the SEC in the United States.
(Nasdaq and TASE: AUDC), at OPC Energy Ltd. (TASE: OPCE), at ElectReon Wireless Ltd. (TASE: ELWS), at Sapir Corp Ltd. (TASE: SPIR), and at Tarya Israel Ltd. (TASE: TRA ( . From 2017 to 2023, Mr. Tenne served as a financial executive at Itamar Medical Ltd., a Nasdaq-listed company that was acquired by ZOLL Medical Corporation in December 2021.
From 2017 to 2023, Mr. Tenne served as a financial executive at Itamar Medical Ltd., a Nasdaq-listed company that was acquired by ZOLL Medical Corporation in December 2021. From 2014 to 2017, Mr. Tenne served as the CFO and VP Finance of Itamar Medical Ltd. From 2005 to 2013, Mr. Tenne served as the CFO of Ormat Technologies, Inc.
Tenne was a partner in PwC Israel. Mr. Tenne holds a B.A. degree in Accounting and Economics and an M.B.A. degree from Tel Aviv University. Mr. Tenne is also a Certified Public Accountant in Israel. Itay Barzilay. Mr. Barzilay has served as a director of our company since May 2020. Since 2024, Mr.
Barzilay is a Certified Public Accountant, holds a B.A. in Accounting and Economics from Tel Aviv University and an M.B.A. from NYU’s Stern School of Business. Orly Sorokin. Ms. Sorokin has served as a director of our company since May 2024. Since 2025, Ms. Sorokin has served as AI Technology Advocate for IBM. From 2023 to 2025, Ms.
Sorokin served as a mentor to several innovation programs, such as the Hadassah Hospital accelerator, Oazis at Ben Gurion University and others. From 2011 to 2013, Ms. Sorokin served in a few sales positions in Radware and Communitake. From 2000 to 2011, she held sales and business development positions at MIND CTI. Ms.
Sorokin served in a few sales positions in Radware and Communitake. From 2000 to 2011, she held sales and business development positions at MIND CTI. Ms. Sorokin holds a B.A. in Economics and an M.B.A. from Haifa University.
From 2014 to 2017, Mr. Tenne served as the CFO and VP Finance of Itamar Medical Ltd. From 2005 to 2013, Mr. Tenne served as the CFO of Ormat Technologies, Inc. (NYSE and TASE: ORA). From 2003 to 2005, Mr. Tenne was the CFO of Treofan Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr.
(NYSE and TASE: ORA). From 2003 to 2005, Mr. Tenne was the CFO of Treofan Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr. Tenne was a partner in PwC Israel. Mr. Tenne holds a B.A. degree in Accounting and Economics and an M.B.A. degree from Tel Aviv University. Mr.
Serea managed a local company involved in hardware assembly, distribution and support. Mr. Serea holds a M.Sc. degree in Electronics and Telecommunications from the Politechnic Institute of Iasi. Joseph Tenne. Mr. Tenne has served as an independent director of our company since August 2014. Mr. Tenne serves as a director at AudioCodes Ltd.
Cohen Nissan holds a Practical Engineering degree from Braude College. Joseph Tenne. Mr. Tenne has served as an independent director of our company since August 2014. Mr. Tenne serves as a director at AudioCodes Ltd. (Nasdaq and TASE: AUDC), at OPC Energy Ltd. (TASE: OPCE), at ElectReon Wireless Ltd. (TASE: ELWS), and at Luzon Credit and Finance Ltd. (TASE: LUZC).
Removed
Parness was promoted to Support Manager and later to Director Professional Services, leading the Sentori support team in 2007. In 2009 he joined our Sales and Account Management and in 2014 was promoted to Vice President of Enterprise Solutions leading the engineering, the support and the sales teams. Mr. Parness holds a Practical Engineer degree from Tel Chai College.
Added
A veteran of the telecommunications and technology industries, Nimrod brings over 20 years of experience in driving international business development and scaling global accounts. Just before joining MIND, Nimrod spent seven years at Amdocs as a Customers Business Executive.
Removed
He also acts as Purchasing Manager for our internal needs and customer solutions. Mr. Cohen Nissan holds a Practical Engineering degree from Braude College. Victor Balteanu. Victor Balteanu has served as our VP Engineering since November 2020. He joined MIND in 2002 as a testing engineer.
Added
Nimrod also held senior leadership roles at Comverse Technology, where he served as Area VP for his last three years at the company. Additionally, he co-founded and managed Comarcom and Infopulse Israel. Nimrod holds a B.S. in Economics and Business Administration from the University of Maryland. Shoval Cohen Nissan . Mr.
Removed
Between 2004 and 2006, he served as Subject Matter Expert at Amdocs (NASDAQ:DOX) and in 2006, he returned to MIND as a software developer. He was promoted within the organization to Team Leader in 2007, Group Leader in 2013 and Director of Engineering in 2019. Mr.
Added
Tenne is also a Certified Public Accountant in Israel. Itay Barzilay. Mr. Barzilay has served as a director of our company since May 2020. Since 2024, Mr. Barzilay has served as the CFO of Elementor. From 2019 to 2024, Mr. Barzilay served as the CFO at Personetics. From 2010 to 2019, Mr.
Removed
Balteanu holds a B.A. degree in Automatic Control and Industrial Informatics from Gheorghe Asachi Technical University of Iasi. Marian Scurtu. Marian Scurtu joined MIND in 2001 as a support engineer.
Added
All amounts reported in this column represent incremental cost of the Company. (4) Ms. Iancu received salary during her severance period as our Chief Executive Officer until June 30, 2025. In addition, she received director remuneration from January 1, 2025, which is included in the table above under “All Other Compensation”. (5) Mr.
Removed
Throughout his over 20 years with us he has been involved in the delivery of more than 40 projects around the world, filling various leadership roles including Project Manager and Program Manager. He was promoted to VP Customer Success in January 2022.
Added
On August 9, 2017, payment in the same amounts to each of our non-executive directors was approved by our shareholders.
Removed
Marian holds a B.Sc. degree in Computer Science from Gheorghe Asachi Technical University of Iasi and an M.B.A. from Alexandru Ioan Cuza University of Iasi. Liviu Serea . Mr. Serea has served as General Manager of our Romania office since January 2001. Before joining MIND, for over five years Mr.
Added
Our audit committee consists of Mr. Joseph Tenne (Chairman of the audit committee), Mr. Itay Barzilay and Ms. Orly Sorokin.
Removed
Barzilay was the CFO of MIND. From 2004 to 2008, Mr. Barzilay served in several finance management roles with Avaya. Mr. Barzilay is a Certified Public Accountant, holds a B.A. in Accounting and Economics from Tel Aviv University and an M.B.A. from NYU’s Stern School of Business. Orly Sorokin. Ms.
Added
We have adopted an audit committee charter, which sets forth the qualifications, powers and responsibilities of our audit committee.
Removed
During 2024, we granted to our executive officers under our option plans options to purchase 200,000 ordinary shares at an exercise price equal to the average closing price per share of the Company’s ordinary shares on the Nasdaq Stock Market during the 30 trading day period immediately preceding the date of grant of such option.
Removed
All amounts reported in this column represent incremental cost of the Company. (4) Ms. Iancu served as the President and CEO through October 2024 and thereafter as Chairperson of the Board. (5) Mr. Tanhum served as VP Professional Services till August 31, 2024.
Removed
In August 2024, in accordance with regulations promulgated under the Israeli Companies Law, our compensation committee and board of directors approved the compensation of Ariel Glassner to serve as our chief executive officer, effective November 1, 2024. Mr. Glassner’s annual base salary is $240,000 and his potential maximum performance-based bonus is $240,000. Mr.
Removed
Glassner is also entitled to receive customary employee benefits. In addition, Mr. Glassner was granted options to purchase 200,000 ordinary shares under our 2011 Share Incentive Plan, with vesting over a period of four years.
Removed
In its capacity as our compensation committee, the audit committee is authorized to, among other things, review, approve and recommend to our board of directors base salaries, incentive bonuses, including the specific goals and amounts, stock option grants, employment agreements, and any other benefits, compensation or arrangements of our office holders.
Removed
At our 2022 annual general meeting, the shareholders did not approve the renewal of our compensation policy that was approved by our shareholders at our 2019 annual general meeting.
Removed
Our board of directors subsequently re-evaluated the policy, after receiving the compensation committee’s recommendation on the matter, and resolved that the renewal of the existing compensation policy is in our company’s best interests.
Removed
Iancu adopted a Rule 10b5-1 Sale Plan in order to establish a systematic program by which Oppenheimer & Co. Inc. is instructed to sell on Nasdaq up to 1,800,000 ordinary shares held by her pursuant to the guidelines set forth therein. As of March 1, 2025, 195,098 shares had been sold under this plan.

Item 7. Management's Discussion & Analysis

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

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Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 1, 2025, unless otherwise specified, by each person who is known to own beneficially 5% or more of the outstanding ordinary shares.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 1, 2026, unless otherwise specified, by each person who is known to own beneficially 5% or more of the outstanding ordinary shares.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. As of March 1, 2025, Ms.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. As of March 1, 2026, Ms.
Iancu had beneficial ownership of 3,121,527 ordinary shares, constituting 15.3% of our outstanding shares. B. Related Party Transactions None. C. Interests of Experts and Counsel Not applicable. 40
Iancu had beneficial ownership of 3,121,527 ordinary shares, constituting 15.5% of our outstanding shares. B. Related Party Transactions None. C. Interests of Experts and Counsel Not applicable.
Name of Beneficial Owners Total Shares Beneficially Owned Percentage of Ordinary Shares (1) Monica Iancu 3,121,527 (2) 15.3 % Mordechai Rapaport 1,325,000 (3) 6.5 % Morgan Stanley and affiliates 1,091,018 (4) 5.4 % (1) Based on 20,366,326 ordinary shares outstanding as of March 1, 2025. (2) Based on a Schedule 13G/A filed with the SEC on January 29, 2024.
Name of Beneficial Owners Total Shares Beneficially Owned Percentage of Ordinary Shares (1) Monica Iancu 3,121,527 (2) 15.5 % Mordechai Rapaport 1,325,000 (3) 6.6 % Morgan Stanley and affiliates 1,091,018 (4) 5.4 % _________________________ (1) Based on 20,185,166 ordinary shares outstanding as of March 1, 2026. (2) Based on a Schedule 13G/A filed with the SEC on January 29, 2024.
As of March 1, 2025, there were seven holders of record of our ordinary shares in the United States who collectively held less than 1% of our outstanding ordinary shares. In addition to this amount, there were also 17,623,468 shares held by the Depositary Trust Company in the United States.
As of March 1, 2026, there were six holders of record of our ordinary shares in the United States who collectively held less than 1% of our outstanding ordinary shares. In addition to this amount, there were also 17,747,968 shares held by the Depositary Trust Company in the United States.

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