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What changed in Wearable Devices Ltd.'s 20-F — 2024 vs 2025

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

+480 added−401 removedSource: 20-F (2026-03-12) vs 20-F (2025-03-20)

Top changes in Wearable Devices Ltd.'s 2025 20-F

480 paragraphs added · 401 removed · 318 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Reserved] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 Summary Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY. 34 A. History and Development of the Company. 34 B. Business Overview. 34 C.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Reserved] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 Summary Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY. 35 A. History and Development of the Company. 35 B. Business Overview. 35 C.
Organizational Structure. 54 D. Property, Plants and Equipment. 54
Organizational Structure. 55 D. Property, Plants and Equipment. 55

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

100 edited+60 added−34 removed360 unchanged
Biggest changeSuch sales also may impair our ability to raise capital through the sale of additional equity securities in the future at a time and price that our management deems acceptable, if at all. The market price of our Ordinary Shares and Warrants may be highly volatile, and you could lose all or part of your investment.
Biggest changeWe cannot predict the effect that future sales of Ordinary Shares or other equity-related securities would have on the market price of our Ordinary Shares, and such sales could make it more difficult or costly for us to raise additional capital at a time and price that we deem appropriate, or at all.
Further, our sales could be less than forecast if the product device is unsuccessful, due to reasons related or unrelated to our technology.
Further, our sales could be less than forecast if the product device is unsuccessful, due to reasons related to or unrelated to our technology.
The market of input methods and peripheral devices for digital computers is highly competitive, with companies offering a variety of competitive products and services. We plan to develop and offer additional consumer electronics products for controlling and interacting with computers and digital devices.
The market for input methods and peripheral devices for digital computers is highly competitive, with companies offering a variety of competitive products and services. We plan to develop and offer additional consumer electronics products for controlling and interacting with computers and digital devices.
(formerly Facebook, Inc.), or Meta, and Google, and traditional peripheral and input solutions companies, such as Microsoft Corporation, or Microsoft, Logitech International S.A. and Razer Inc. In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple and Facebook.
(formerly Facebook, Inc.), or Meta, and Google, and traditional peripheral and input solutions companies, such as Microsoft Corporation, or Microsoft, Logitech International S.A. and Razer Inc. In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple and Meta.
This will require us to invest resources in research and development and also require that we: ● design new innovative, intuitive natural and accurate gestures to suit a large variety of wearable computing devices, operating system platforms and form factors, that differentiate our products from those of our competitors; ● integrate successfully the hardware and the software into consumer electronics companies’ products; ● respond effectively to technological changes or product announcements by our competitors; and ● adjust to changing market conditions and consumer preferences quickly and cost-effectively. 4 If there are delays in or we fail to complete our existing and new development programs, we may not be able to meet the requirements, needs and preferences of our customers and consumers and our results of operations and financial condition would be adversely affected.
This will require us to invest resources in research and development and also require that we: ● design new innovative, intuitive natural and accurate gestures to suit a large variety of computing devices, operating system platforms and form factors, that differentiate our products from those of our competitors; ● integrate successfully the hardware and the software into consumer electronics companies’ products; ● respond effectively to technological changes or product announcements by our competitors; and ● adjust to changing market conditions and consumer preferences quickly and cost-effectively. 4 If there are delays in or we fail to complete our existing and new development programs, we may not be able to meet the requirements, needs and preferences of our customers and consumers and our results of operations and financial condition would be adversely affected.
We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following: ● inability to satisfy demand for our products; ● reduced control over delivery timing and product reliability; ● reduced ability to oversee the manufacturing process and components used in our products; ● reduced ability to monitor compliance with our product manufacturing specifications; ● reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturers; ● price increases; ● the failure of a key supplier, contract manufacturer, or logistics provider to perform its obligations to us for technical, market, or other reasons; ● difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturers; ● shortages of materials or components; ● misappropriation of our intellectual property; ● exposure to natural catastrophes, political unrest, war, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured; ● changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located; ● the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and ● insufficient warranties and indemnities on components supplied to our contract manufacturers. 7 Our future success depends on the continuing efforts of our key employees, including our founders, Asher Dahan, Guy Wagner and Leeor Langer, and on our ability to attract and retain highly skilled personnel and senior management.
We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subject us to significant risks, including the following: ● inability to satisfy demand for our products; ● reduced control over delivery timing and product reliability; ● reduced ability to oversee the manufacturing process and components used in our products; ● reduced ability to monitor compliance with our product manufacturing specifications; ● reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturers; ● price increases; ● the failure of a key supplier, contract manufacturer, or logistics provider to perform its obligations to us for technical, market, or other reasons; ● difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturers; ● shortages of materials or components; ● misappropriation of our intellectual property; ● exposure to natural catastrophes, political unrest, war, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured; ● changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located; ● the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and ● insufficient warranties and indemnities on components supplied to our contract manufacturers. 7 Our future success depends on the continuing efforts of our key employees, including our founders, Asher Dahan, Guy Wagner and Leeor Langer, and on our ability to attract and retain highly skilled personnel and senior management.
Prospective consumer electronics customers generally must make significant commitments of resources to test and validate our technology before including it in any particular product device. The development cycles of our products with new consumer electronics customers may take approximately one to three years after an initial agreement is reached, depending on the customer and the complexity of the input solution.
Prospective consumer electronics customers generally must make significant commitments of resources to test and validate our technology before including it in any product device. The development cycles of our products with new consumer electronics customers may take approximately one to three years after an initial agreement is reached, depending on the customer and the complexity of the input solution.
Any adverse determination in litigation could also subject us to significant liabilities. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or the Ordinary Shares, our share price and trading volume could decline.
Any adverse determination in litigation could also subject us to significant liabilities. 32 If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or the Ordinary Shares, our share price and trading volume could decline.
While we undertake significant efforts to protect the security and integrity of the information we collect, process, store, and transmit, we cannot entirely mitigate these risks, and there is no guarantee that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties will not gain unauthorized access to such information despite our efforts.
While we undertake efforts to protect the security and integrity of the information we collect, process, store, and transmit, we cannot entirely mitigate these risks, and there is no guarantee that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties will not gain unauthorized access to such information despite our efforts.
Failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities, and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the market price of our ordinary shares. 32 Our amended and restated articles of association provide that, unless we consent to an alternative forum, the federal district courts of the United States shall be the exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our shareholders’ ability to choose the judicial forum for disputes with us, our directors, shareholders, or other employees.
Failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities, and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the market price of our ordinary shares. 33 Our amended and restated articles of association provide that, unless we consent to an alternative forum, the federal district courts of the United States shall be the exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our shareholders’ ability to choose the judicial forum for disputes with us, our directors, shareholders, or other employees.
We intend to take advantage of some of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of ordinary equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.235 billion), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We intend to take advantage of some of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of ordinary equity securities pursuant to an effective registration statement under the Securities Act (or December 31, 2027), (b) in which we have total annual gross revenue of at least $1.235 billion), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act.
For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act.
Any failure or perceived failure by us, our products or our platform to comply with new or existing U.S., EU or other foreign privacy, cybersecurity or data protection laws, regulations, policies, industry standards or legal obligations, any failure to bind our suppliers and contractors to appropriate agreements or to manage their practices or any systems failure or security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other data relating to customers or individuals may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, fines and penalties, adverse publicity or potential loss of business. 9 We rely on third-party application stores to distribute our mobile application.
Any failure or perceived failure by us, our products or our platform to comply with new or existing U.S., EU or other foreign privacy, cybersecurity or data protection laws, regulations, policies, industry standards or legal obligations, any failure to bind our suppliers and contractors to appropriate agreements or to manage their practices or any systems failure or security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other data relating to customers or individuals may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, fines and penalties, adverse publicity or potential loss of business. 9 We rely on third-party application and software stores to distribute our products’ application and software.
Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA. 27 We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.
Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA. 28 We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.
As a result, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. 26 We received Israeli government grants for certain of our research and development activities, the terms of which may require us to pay royalties and to satisfy specified conditions in order to manufacture products and transfer technologies outside of Israel.
As a result, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. 27 We received Israeli government grants for certain of our research and development activities, the terms of which may require us to pay royalties and to satisfy specified conditions in order to manufacture products and transfer technologies outside of Israel.
These provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders. 28 It may be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive officers and directors and these experts.
These provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders. 29 It may be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive officers and directors and these experts.
As such, we will need to expand our account management, our customer service and other personnel so we can continue providing personalized account management and customer service as well as personalized features, integrations, capabilities and enhancements.
As such, we will need to expand our account management, our customer service representatives, and other personnel so we can continue providing personalized account management and customer service as well as personalized features, integrations, capabilities and enhancements.
These provisions may be interpreted to impose additional obligations and liabilities on holders of our Ordinary Shares that are not typically imposed on shareholders of U.S. companies (see “Description of Share Capital - Provisions Restricting Change in Control of Our Company” for additional information). 29 General Risk Factors We incur significant costs as a result of our being a public company.
These provisions may be interpreted to impose additional obligations and liabilities on holders of our Ordinary Shares that are not typically imposed on shareholders of U.S. companies (see “Description of Share Capital - Provisions Restricting Change in Control of Our Company” for additional information). 30 General Risk Factors We incur significant costs as a result of our being a public company.
If wearable computing and consumer electronics based on other input methods gain acceptance by the market, consumer electronics companies, consumer electronics brands and consumers in place of or as a substitute to SNC, and we do not sign license and integration agreements to the same extent as we expect, our business, results of operations and financial condition would be adversely affected.
If wearable computing and consumer electronics based on other input methods gain acceptance by the market, consumer electronics companies, consumer electronics brands and consumers in place of or as a substitute to EMG, and we do not sign license and integration agreements to the same extent as we expect, our business, results of operations and financial condition would be adversely affected.
Accordingly, the forecasts of market growth included in this annual report on Form 20-F should not be taken as indicative of our future growth.
Accordingly, the forecasts for market growth included in this annual report on Form 20-F should not be taken as indicative of our future growth.
Furthermore, such a lawsuit could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based, which would seriously harm our business. 22 If we are unable to protect our domain names, our brand, business, and operating results could be adversely affected.
Furthermore, such a lawsuit could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based, which would seriously harm our business. 23 If we are unable to protect our domain names, our brand, business, and operating results could be adversely affected.
Moreover, future consumer electronics customers may decide to integrate enhanced features which do not yet exist in our own consumer products. This could lead to excess inventory and discounting of our existing products. In addition, we anticipate incurring higher levels of sales and marketing expenses accompanying each product introduction.
Moreover, future consumer electronics customers may decide to integrate enhanced gestures or features which do not yet exist in our own consumer products. This could lead to excess inventory and discounting of our existing products. In addition, we anticipate incurring higher levels of sales and marketing expenses accompanying each product introduction.
These events and conditions, along with other matters, indicated that a material uncertainty existed as of December 31, 2024, that could cast significant doubt on our ability to continue as a going concern. The financial statements for the year ended December 31, 2024 have been prepared assuming that we will continue as a going concern.
These events and conditions, along with other matters, indicated that a material uncertainty existed as of December 31, 2023 and 2024, that could cast significant doubt on our ability to continue as a going concern. The financial statements for the year ended December 31, 2025 have been prepared assuming that we will continue as a going concern.
Outages at our data centers, and future interruptions to our platform, might reduce our revenue, cause us to issue refunds, subject us to potential liability, or harm our ability to retain users and attract new customers. Disruptions to our Information Technology, or IT, system may disrupt our operations and materially adversely affect our business and results of operations.
Outages at our data centers, and future interruptions to our platform, might reduce our revenue, cause us to issue refunds, subject us to potential liability, or harm our ability to retain users and attract new customers. Disruptions to our Information Technology, or IT, systems may disrupt our operations and materially adversely affect our business and results of operations.
On January 16, 2025, we received a written notification from Nasdaq, which stated that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq, listing Nasdaq Rule 5550(b)(1), due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity.
For example, in January 2025, we received a written notification from Nasdaq, which stated that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq, listing Nasdaq Rule 5550(b)(1), due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity.
In part because we have incurred losses in each year since our inception, our audited consolidated financial statements for the period ended December 31, 2024 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
In part because we have incurred losses in each year since our inception, our audited consolidated financial statements for the period ended December 31, 2023 and December 31, 2024 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Taxation - U.S. Federal Income Tax Considerations - Passive Foreign Investment Companies” for additional information. 21 Risks Related to Our Intellectual Property We may not be able to adequately protect or enforce our intellectual property rights throughout the world, and our efforts to do so may be costly.
Taxation - U.S. Federal Income Tax Considerations - Passive Foreign Investment Companies” for additional information. 22 Risks Related to Our Intellectual Property We may not be able to adequately protect or enforce our intellectual property rights throughout the world, and our efforts to do so may be costly.
Our research and development efforts have been financed in part through royalty-bearing and non-royalty-bearing grants in an aggregate principal amount of approximately $2.4 million that we accrued or received from the Israeli Innovation Authority, or the IIA as of December 31, 2024.
Our research and development efforts have been financed in part through royalty-bearing and non-royalty-bearing grants in an aggregate principal amount of approximately $2.4 million that we accrued or received from the Israeli Innovation Authority, or the IIA as of December 31, 2025.
Further, our insurance may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. 33
Further, our insurance may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. 34
Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this annual report on Form 20-F relating to the expected growth in the market for wearable computing devices, wearable devices, and consumer electronics industry may prove to be inaccurate.
Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this annual report on Form 20-F relating to the expected growth in the market for wearable computing devices, wearable devices, smart-glasses, and consumer electronics industry may prove to be inaccurate.
Failure to comply with, or material changes to, the laws and regulations that affect our global operations could have an adverse effect on our business, results of operations and financial condition. 30 Our operating margins may decline as a result of increasing product costs.
Failure to comply with, or material changes to, the laws and regulations that affect our global operations could have an adverse effect on our business, results of operations and financial condition. 31 Our operating margins may decline as a result of increasing product costs.
Although we believe that SNC, the technology behind our Mudra gesture recognition system that tracks neural signals in the user’s wrist, will become the industry standard input method for wearable computing and consumer electronics, it is possible that other input methods, such as electroencephalography, electromyography voice or camera gestures-or a new, disruptive sensor based on new or existing technology-will achieve acceptance or dominance in the market.
Although we believe that electromyography, or EMG, the technology behind our Mudra SNC gesture recognition solution that tracks neural signals in the user’s wrist, will become the industry standard input method for wearable computing and consumer electronics, it is possible that other input methods, such as electroencephalography, voice or camera gestures-or a new, disruptive sensor based on new or existing technology-will achieve acceptance or dominance in the market.
As we continue to grow our business, we will face challenges in integrating, developing, training and motivating a growing employee base and maintaining our company culture. Moreover, our potential continued growth will require significant capital expenditures and the allocation of valuable management resources.
As we continue to grow our business, we will face challenges in integrating, developing, training and motivating a growing employee base and maintaining our company culture. Moreover, our potential continued growth will require significant capital expenditure and the allocation of valuable management resources.
Specifically, holders of the Warrants may exercise their right to acquire Ordinary Shares and pay an exercise price of $160.00 per Ordinary Share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.
Specifically, holders of the Warrants may exercise their right to acquire Ordinary Shares and pay an exercise price of $480.00 per Ordinary Share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Israeli legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. 20 We will follow Israeli laws and regulations that are applicable to Israeli companies.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Israeli legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. 21 We will follow Israeli laws and regulations that are applicable to Israeli companies.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026.
Weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign currency-denominated sales and earnings, and generally leads us to raise international pricing, potentially reducing demand for our products.
In addition, weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign currency-denominated sales and earnings, and generally leads us to raise international pricing, potentially reducing demand for our products.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 24 Risks Related to Operations in Israel We conduct our operations in Israel.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 25 Risks Related to Operations in Israel We conduct our operations in Israel.
As of December 31, 2024, our contingent liabilities regarding IIA grants accrued or received by us were in an aggregate principal amount of approximately $2.4 million plus SOFR interest.
As of December 31, 2025, our contingent liabilities regarding IIA grants accrued or received by us were in an aggregate principal amount of approximately $2.4 million plus SOFR interest.
If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be adversely affected. We must continually develop and introduce new products and services and improve and enhance our existing products and services to maintain or increase our sales.
If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be adversely affected. We may need to continually develop and introduce new products and services and improve and enhance our existing products and services to maintain or increase our sales.
Unanticipated problems in developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services and enhancements of existing products and services, and could substantially increase our costs.
Unanticipated problems with developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services and enhancements of existing products and services, and could substantially increase our costs.
If our revenue does not increase to offset these increases in our operating expenses, we may not be profitable in future periods. 17 Risks Related to the Ownership of the Ordinary Shares and Warrants Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 18.7% of our Ordinary Shares and they will be able to exert significant control over matters submitted to our shareholders for approval.
If our revenue does not increase to offset these increases in our operating expenses, we may not be profitable in future periods. 17 Risks Related to the Ownership of our Ordinary Shares and Warrants Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 11.4 % of our Ordinary Shares and they will be able to exert significant control over matters submitted to our shareholders for approval.
Although we significantly and thoroughly test new and enhanced products and services before their release, there can be no assurance we will be able to detect, prevent, or fix all defects.
Although we significantly and thoroughly test new and enhanced products and services before their release, there can be no guarantee we will be able to detect, prevent, or fix all defects.
The market for wearable computing devices is relatively new and unproven, and it is uncertain whether wearable devices and wearable computers will sustain high levels of demand and wide market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt these products and services.
The market for wearable computing devices – and for AI-glasses and smart glasses – is relatively new and unproven, and it is uncertain whether wearable devices and wearable computers will sustain high levels of demand and wide market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt these products and services.
Problems in the design or quality of our products or services may also have an adverse effect on our business, financial condition, brand, and operating results.
Problems with the design or quality of our products or services may also have an adverse effect on our business, financial condition, brand, and operating results.
In addition, the facilities at which our contract manufacturers manufacture our products are located in parts of Asia that frequently endure typhoons and earthquakes.
In addition, the facilities at which our contract manufacturers manufacture our products and store our products inventory are located in parts of Asia that frequently endure typhoons and earthquakes.
However, we estimate there will be a three-to-five-year period from the time we are first introduced to such a customer to signing a licensing agreement and as of March 19, 2025, we have not entered into any licensing agreements. This is a significant amount of time and negotiations may break down during the course of such negotiations.
However, we estimate there will be a three-to-five-year period from the time we are first introduced to such a customer to signing a licensing agreement and as of March 11, 2026, we have not entered into any licensing agreements. This is a significant amount of time and negotiations may break down during the course of such negotiations.
If for any reason any of our advertising campaigns prove less successful and/or cost effective than anticipated in attracting new users, we may not be able to recover our advertising spend, and our rate of user acquisition may fail to meet market expectations, either of which could have an adverse effect on our business.
If for any reason any of our advertising campaigns proves less successful and/or cost effective than anticipated in attracting new opportunities, we may not be able to recover our advertising spend, and our rate of user acquisition may fail to meet market expectations, either of which could have an adverse effect on our business.
The market for wearable computing devices is still in the early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed.
The market for wearable computing devices is still in the early stages of growth and if they do not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed.
Apple enforces strict guidelines which address the physical design of cases, covers, screen overlays, and camera attachments for Apple devices and specifications for hardware accessories that use Bluetooth to communicate with Apple products including Mac, iPhone, iPad and iPod touch models.
Apple enforces strict guidelines which address the physical design of cases, covers, screen overlays, and camera attachments for Apple devices and specifications for hardware accessories that use Bluetooth to communicate with Apple products including Mac, iPhone, iPad and Apple TV 4K models.
In addition, various U.S. state privacy laws in that became effective in 2024, and upcoming laws in various other states taking effect in 2025, impose additional obligations that vary by jurisdiction. Compliance requirements continue to evolve, creating additional operational challenges and potential liabilities. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
In addition, various U.S. state privacy laws that became effective in recent years, and upcoming laws in various other states taking effect in 2026, impose additional obligations that vary by jurisdiction. Compliance requirements continue to evolve, creating additional operational challenges and potential liabilities. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
We are also depending on these third-party application stores to enable us and our users to timely update our mobile applications and to incorporate new features, integrations, capabilities and enhancements.
We are also depending on these third-party application stores to enable us and our users to update our software applications and to incorporate new features, integrations, capabilities and enhancements.
Except as otherwise set forth therein, our Warrants do not confer any rights of Ordinary Share ownership on their holders, such as voting rights, but rather merely represent the right to acquire Ordinary Shares at a fixed price for a limited period of time.
Except as otherwise set forth therein, the warrants issued in the IPO, or the Warrants, do not confer any rights of Ordinary Share ownership on their holders, such as voting rights, but rather merely represent the right to acquire Ordinary Shares at a fixed price for a limited period of time.
If we fail to sign a significant number of B2B license agreements in the future, our business, results of operations and financial condition would be adversely affected. 3 There is no assurance that wrist SNC will be the dominant input method in the wearable computing and consumer electronics industry.
If we fail to sign a B2B license agreement in the future, our business, results of operations and financial condition would be adversely affected. 3 There is no assurance that wrist EMG will be the dominant input method in the wearable computing and consumer electronics industry.
We may not be able to raise capital on terms acceptable to us or at all, and the sale of additional shares, equity or debt securities could result in additional dilution to our shareholders; ● We have a going concern opinion which could prevent us from obtaining new financing on reasonable terms or at all; ● Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.
We may not be able to raise capital on terms acceptable to us or at all, and the sale of additional shares, equity or debt securities could result in additional dilution to our shareholders; ● If we will have a going concern opinion in the future, as we did in 2023 and 2024, this could materially limit our ability to raise additional funds, which could prevent us from obtaining new financing on reasonable terms or at all; ● Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.
Furthermore, our products are used to monitor our users’ hand bio-potentials activity and to operate control functions on a large variety of digital devices which operate on different users’ wrist physiology and device operating system and model.
Furthermore, our products are used to monitor our users’ hand bio-potentials activity and to operate control functions on a large variety of digital devices which operate on various users’ wrist physiology and device operating system and hardware models.
The market price of our Ordinary Shares and Warrants is likely to be volatile. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities.
The market price of our Ordinary Shares and Warrants may be highly volatile, and you could lose all or part of your investment. The market price of our Ordinary Shares and Warrants is likely to be volatile. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities.
In some circumstances, for competitive or other reasons, we may decide not to raise local prices to fully offset the dollar’s strengthening, or at all, which would adversely affect the U.S. dollar value of our foreign currency denominated sales and earnings.
In some circumstances, for competitive or other reasons, we may decide not to raise local prices to fully offset the dollar’s strengthening, or at all, which would adversely affect the U.S. dollar value of our foreign currency denominated sales and earnings. We may not be able to sustain our revenue growth rate or profitability in the future.
Any hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport among Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely affect our operations and results of operations and the market price of our Ordinary Shares.
We continue to monitor the situation closely and examine the potential disruptions that could adversely affect our operations. 26 Any hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport among Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely affect our operations and results of operations and the market price of our Ordinary Shares.
Risks Related to Ownership of our Ordinary Shares and Warrants ● Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 18.7% of our Ordinary Shares and are able to exert significant control over matters submitted to our shareholders for approval; ● Our Warrants, which are speculative in nature, are listed on Nasdaq separately and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares; ● We do not know whether a market for the Ordinary Shares or Warrants will be sustained or what the trading price of the Ordinary Shares or Warrants will be.
Risks Related to the Ownership of our Ordinary Shares and Warrants ● Our current officers and directors and holders of more than 5% of our Ordinary Shares currently beneficially own an aggregate of approximately 11.4% of our Ordinary Shares and are able to exert significant control over matters submitted to our shareholders for approval; ● Our corporate actions are substantially influenced by a significant shareholder whose interests may differ from those of other shareholders. ● Our Warrants, which are speculative in nature, are listed on Nasdaq separately and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Ordinary Shares; ● We do not know whether a market for the Ordinary Shares or Warrants will be sustained or what the trading price of the Ordinary Shares or Warrants will be.
On October 24, 2023, we received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying us that we were not in compliance with the Minimum Bid Price Requirement because the closing bid price of our Ordinary Shares was below $1.00 per Ordinary Share for the previous 30 consecutive business days.
Similarly, in October 2023, we received a written notification from the Nasdaq notifying us that we were not in compliance with Nasdaq’s minimum bid price requirement because the closing bid price of our Ordinary Shares was below $1.00 per Ordinary Share for the previous 30 consecutive business days.
Our management will have broad discretion in the allocation of the net proceeds, if any, from the exercise of the Warrants and from our recently completed public offering, which closed on January 30, 2025. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds.
Our management will have broad discretion in the allocation of the net proceeds, if any, from the exercise of the Warrants and from our recently completed fund-raising transactions. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds.
Because the Warrants are traded on Nasdaq, investors may be provided with an arbitrage opportunity that could depress the price of our Ordinary Shares. 18 We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our Ordinary Shares could be delisted from Nasdaq.
Because the Warrants are traded on Nasdaq, investors may be provided with an arbitrage opportunity that could depress the price of our Ordinary Shares. 18 If we will be non-compliant with all applicable Nasdaq continued listing requirements and standards of Nasdaq, and will not be unable to regain compliance, our Ordinary Shares could be delisted from Nasdaq.
A successful claim of infringement against us, or our failure or inability to develop and implement non-infringing technology, or license the infringed technology, on acceptable terms and on a timely basis, could materially adversely affect our business and results of operations.
We also may not be successful in any attempt to redesign our products to avoid any alleged infringement. A successful claim of infringement against us, or our failure or inability to develop and implement non-infringing technology, or license the infringed technology, on acceptable terms and on a timely basis, could materially adversely affect our business and results of operations.
Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation. A portion of the technologies we use incorporates “open source” software, and we may incorporate open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses.
A portion of the technologies we use incorporates “open source” software, and we may incorporate open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses.
As of March 19, 2025, our current officers and directors and holders of more than 5% of our Ordinary Shares beneficially own an aggregate of approximately 18.7% of our Ordinary Shares. Consequently, they are able to exert significant control over matters submitted to our shareholders for approval.
As of March 11, 2026, our current officers and directors and holders of more than 5% of our Ordinary Shares beneficially own an aggregate of approximately 11.4% of our Ordinary Shares, excluding 66,667 Ordinary Shares held in abeyance. Consequently, they are able to exert significant control over matters submitted to our shareholders for approval.
Furthermore, such lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention from our business, which could seriously harm our business. Also, such lawsuits, regardless of their success, could seriously harm our reputation with our consumer electronics customers and in the industry at large.
Furthermore, such lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention from our business, which could seriously harm our business.
Additionally, we may face liability to our customers, business partners or third parties for indemnification or other remedies in the event that they are sued for infringement in connection with their use of our products. 23 We also may not be successful in any attempt to redesign our products to avoid any alleged infringement.
Alternatively, we may be forced to pay substantial royalties or to redesign one or more of our products to avoid any infringement or allegations thereof. Additionally, we may face liability to our customers, business partners or third parties for indemnification or other remedies in the event that they are sued for infringement in connection with their use of our products.
We spend significant amounts on advertising and other marketing campaigns to acquire new users, and we expect to increase these advertising and marketing efforts, which may not be successful or cost effective.
We spend significant amounts on advertising and other marketing campaigns to acquire new orders, and we expect to increase these advertising and marketing efforts, which may not be successful or cost effective. We spend significant amounts on advertising and other marketing campaigns, such as online advertising, social media and conference sponsorships and exhibitions to acquire new leads and new orders.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business.
We may be subject to securities litigation, which is expensive and could divert management attention. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future.
Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory. To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders with our suppliers and contract manufacturers sufficiently in advance based on our estimates of future demand for our products.
To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders with our suppliers and contract manufacturers sufficiently in advance based on our estimates of future demand for our products.
If we are unable to address any of the aforementioned issues, or encounter other problems, expenses, difficulties, complications, and delays in connection with the starting and expansion of our business, our entire business may fail.
The consumer electronics industry is highly competitive, and our technology, products, services or business models may not achieve widespread market acceptance. If we are unable to address any of the aforementioned issues, or encounter other problems, expenses, difficulties, complications, and delays in connection with the starting and expansion of our business, our entire business may fail.
If we are unable to successfully comply with Apple Inc.’s, or Apple, “Accessory Design Guidelines for Apple Devices”, our business, results of operation and financial condition may be adversely affected. Our consumer product, the Mudra Band, is an aftermarket accessory band for the Apple Watch which allows touchless operation and control of the watch and iPhone.
If we are unable to successfully comply with Apple Inc.’s, or Apple, “Accessory Design Guidelines for Apple Devices”, our business, results of operation and financial condition may be adversely affected.
In response to the series of attacks on civilian and military targets in October 2023, there have been significant call-ups of military reservists. Currently, none of the Company’s employees are in military reserve service. However, if the number of reservists in our Company increases and becomes significant, our operations could be disrupted by such call-ups.
In response to the series of attacks on civilian and military targets in October 2023, there have been significant call-ups of military reservists. Currently, three of the Company’s employees are in military reserve service, none of which are officers of the Company.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our securities, regardless of our actual operating performance, and we have little or no control over these factors.
We spend significant amounts on advertising and other marketing campaigns, such as online advertising and social media, to acquire new users and we expect our marketing expenses to increase in the future as we continue to spend significant amounts to acquire new users and increase awareness of our products and services. We expect to increase advertising and marketing efforts.
We expect our marketing expenses to increase in the future as we continue to spend significant amounts to increase our brand awareness and to establish the category of our products and services. We expect to increase advertising and marketing efforts.
We are dependent on third-party application stores that may prevent us from timely updating our applications, building new features, integrations, capabilities and enhancements or charging for access. We distribute the mobile Mudra Inspire, Mudra Band application, and other future applications, through smartphone and tablet application stores managed by Apple and Google LLC, or Google, among others.
We are dependent on third-party application stores that may prevent us from timely updating our applications, building new features, integrations, capabilities and enhancements or charging for access.
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data.
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. Artificial intelligence presents significant operational, security, compliance, regulatory, and reputational risks that could materially harm our business.
Any of these outcomes could damage our reputation, result in the loss of valuable property and information and adversely impact our business. 12 Risks Related to the Industry in Which We Operate The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.
Any AI-related failure, deficiency, misuse, or perceived misuse could result in regulatory investigations, enforcement actions, litigation, or other legal proceedings, as well as reputational damage, any of which could materially harm our business, financial condition, or results of operations. 12 Risks Related to the Industry in Which We Operate The forecasts of market growth included in this annual report on Form 20-F may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.
Our financial performance is subject to risks associated with changes in the value of the U.S. dollar, Israeli shekel, versus local currencies. Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses worldwide.
Our financial performance is subject to risks associated with changes in the value of the U.S. dollar, Israeli shekel, versus local currencies.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIn January 2024, we launched the B2B Mudra Development Kit, in order to replace the Mudra Inspire which was at the “end of life” during 2023. The new Mudra Development Kit provides our customers with enhanced capabilities and additional features, including surface nerve conductance sensors optimized for capturing nerve signals from major wrist nerve bundles.
Biggest changeThe new Mudra Development Kit provides our customers with enhanced capabilities and additional features, including surface nerve conductance sensors optimized for capturing nerve signals from major wrist nerve bundles. Also in January 2024, we announced a new revolutionary “Spatial Depth” control functionality which allows users to use the Mudra Band for depth navigation, adding an extra dimension to user interactions.
In addition to the control use-case, the Mudra technology can be utilized in multiple monitoring use-cases where we can monitor neural and hand movements for digital health purposes, sport analytics performance, and Industry 4.0 solutions. 35 Figure 1: Our Mudra Platform Figure 1 above displays the appearance and major features of our current products: the Mudra Band for Apple Watch and the Mudra Link.
In addition to the control use-case, the Mudra technology can be utilized in multiple monitoring use-cases where we can monitor neural and hand movements for digital health purposes, sport analytics performance, and Industry 4.0 solutions. 36 Figure 1: Our Mudra Platform Figure 1 above displays the appearance and major features of our current products: the Mudra Band for Apple Watch and the Mudra Link.
Additional common interfaces are the touchscreens for mobile phones and tablet computers, handheld controllers for televisions, game consoles, VR headsets, and temple area touchpads and/or gesture cameras for AR glasses. Voice assistants are now commonly used with smart home devices. 37 The pace of technology advancements has always been dictated by user interfaces.
Additional common interfaces are the touchscreens for mobile phones and tablet computers, handheld controllers for televisions, game consoles, VR headsets, and temple area touchpads and/or gesture cameras for AR glasses. Voice assistants are now commonly used with smart home devices. 38 The pace of technology advancements has always been dictated by user interfaces.
These measurements are used to estimate the direction the hand is moving and the palm orientation in relationship to the forearm and body. 43 Compatibility and Wireless Syncing In order to reach the widest set of corporate customers and customer users, we focus on ensuring that our devices are compatible with a broad range of mobile devices and OSs.
These measurements are used to estimate the direction the hand is moving and the palm orientation in relationship to the forearm and body. 44 Compatibility and Wireless Syncing In order to reach the widest set of corporate customers and customer users, we focus on ensuring that our devices are compatible with a broad range of mobile devices and OSs.
At the same time, starting in December 2023, we have commenced shipment of the Mudra Band, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad, inter alia.
At the same time, starting in December 2023, we have commenced shipment of the Mudra Band, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, iPad and Apple Vision Pro, inter alia.
This was used as the first point of engagement with B2B clients to validate our technology. It was launched in June 2018 under the name Mudra Inspire, and over 200 kits have been sold since. This product is now sold only to B2B customers as part of a pilot transaction.
This was used as the first point of engagement with B2B clients to validate our technology. It was launched in June 2018 under the name Mudra Inspire, and over 200 kits have been sold since. This product is now sold only to B2B customers as part of a pilot transaction. ● Mudra Experience Studio .
We have a very strong track record of connecting with global leading companies and our positioning leverages us to familiarize ourselves with their needs, requirements, limitations, and use-cases; thus, we can tailor the right product specification and user-experience. 50 ○ Advanced, purpose-built hardware and software technologies .
We have a very strong track record of connecting with global leading companies and our positioning leverages us to familiarize ourselves with their needs, requirements, limitations, and use-cases; thus, we can tailor the right product specification and user-experience. 51 ● Advanced, purpose-built hardware and software technologies .
Neural control interface market The global neural control interface market is expanding due to several significant trends, including: ● The pace of technology advancements is always dictated by user interfaces: Input methods have evolved in the past 70 years from paper printed punch-cards to touchscreens and gesture sensing technologies.
Neural control interface market The global neural control interface market is expanding due to several significant trends, including: ● The pace of technological advancements is always dictated by user interfaces: Input methods have evolved in the past 70 years from paper printed punch-cards to touchscreens and gesture sensing technologies.
A neural input wristband which allows users to control Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad using subtle touchless finger movements and gestures. The product was launched in June 2020 and was delivered to consumers for the first time in September 2023.
A neural input wristband which allows users to control Apple ecosystem devices such as iPhone, Mac computer, Apple TV, iPad and Apple Vision Pro, using subtle touchless finger movements and gestures. The product was launched in June 2020 and was delivered to consumers for the first time in September 2023.
We believe that we can leverage the growing public acceptance and awareness of wearable neural technologies and the rising adoption of wearable device to market multiple Mudra-based consumer products. 51 ● Introduce new features, use-cases, software applications, and services. We plan to continue introducing new features and services to increase user engagement and revenue.
We believe that we can leverage the growing public acceptance and awareness of wearable neural technologies and the rising adoption of wearable device to market multiple Mudra-based consumer products. 52 ● Introduce new features, use-cases, software applications, and services. We plan to continue introducing new features and services to increase user engagement and revenue.
It can also monitor the movement frequency and infer stress of the employee to alert when performance is degrading during a work day, or over time. 46 Based on customer feedback and pilot transactions, the business model for this customer segment may be SaaS.
It can also monitor the movement frequency and infer stress of the employee to alert when performance is degrading during a work day, or over time. 47 Based on customer feedback and pilot transactions, the business model for this customer segment may be SaaS.
Typically, we work with the B2B customer on validating our technology with the goal of integrating our technology into the customer’s device. We also offer licensing of a SNC sensor module, with the option to license our operating system, or OS, software package and algorithm software package. 42 Our B2B product offerings include: ● SNC sensor module .
Typically, we work with the B2B customer on validating our technology with the goal of integrating our technology into the customer’s device. We also offer licensing of a SNC sensor module, with the option to license our operating system, or OS, software package and algorithm software package. 43 Our B2B product offerings include: ● SNC sensor module .
All necessary integration design information to start serial manufacturing and integration into the consumer electronics customer device are delivered. 45 Consumer Electronics Brands We define consumer electronics brands as a B2B market, where these customers have all the necessary resources to develop, manufacture and market a single product or product line of a consumer electronic device.
All necessary integration design information to start serial manufacturing and integration into the consumer electronics customer device are delivered. 46 Consumer Electronics Brands We define consumer electronics brands as a B2B market, where these customers have all the necessary resources to develop, manufacture and market a single product or product line of a consumer electronic device.
We expect additional consumer offerings will include applications for a variety of devices which will add value to the consumer beyond hardware functions. 47 The value of Mudra Input Technology to Our Customers Smartwatch operation methods include touchscreen, buttons, digital crown, bezel, and wrist gestures.
We expect additional consumer offerings will include applications for a variety of devices which will add value to the consumer beyond hardware functions. 48 The value of Mudra Input Technology to Our Customers Smartwatch operation methods include touchscreen, buttons, digital crown, bezel, and wrist gestures.
We intend to increase our marketing efforts to further expand global awareness of our brand and drive greater sales of our products and services. The international markets represent a significant growth opportunity for us, and we intend to expand sales of our products and services globally through select retailers and strategic partnerships. ● Data monetization .
We intend to increase our marketing efforts to further expand global awareness of our brand and drive greater sales of our products and services. The international markets represent a significant growth opportunity for us, and we intend to expand sales of our products and services globally through select retailers and strategic partnerships.
In addition, the data we accept from our large user and customer base enables us to enhance our product features, provide improved insights, and offer more valuable experiences for our users. We explore a large variety of use-cases with our customers.
The data we accept from our large user and customer base enables us to enhance our product features, provide improved insights, and offer more valuable experiences for our users. We explore a large variety of use-cases with our customers.
Working with both manufacturers and consumers allows us to develop products that are based on needs, inputs, demands, requests and behaviors of all stakeholders along the value chain. 36 ● World-class research, engineering and product teams.
Working with both manufacturers and consumers allows us to develop products that are based on needs, inputs, demands, requests and behaviors of all stakeholders along the value chain. 37 ● World-class research, engineering and product teams.
We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the U.S.
We could remain an “emerging growth company” for up to five years (until December 31, 2027), or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the U.S.
The components used in our products are sourced either directly by us or on behalf of us by our contract manufacturers from a variety of component suppliers selected by us and located worldwide. 53 Our operations employees coordinate our relationships with our contract manufacturers and component suppliers.
The components used in our products are sourced either directly by us or on behalf of us by our contract manufacturers from a variety of component suppliers selected by us and located worldwide. 54 Our operations employees coordinate our relationships with our contract manufacturers and component suppliers.
We offer two ways for our business customers to access our technology: (i) paid pilot projects which include the purchase of Mudra Inspire to evaluate the experience and to validate the technology, and (ii) an SNC sensor module to integrate into a customer device (including AR/VR headsets, smartphones, smartwatches, televisions, and laptops) under a license agreement.
We offer two ways for our business customers to access our technology: (i) paid pilot projects which include the purchase of Mudra Development Kit to evaluate the experience and to validate the technology, and (ii) an SNC sensor module to integrate into a customer device (including AR/VR headsets, smartphones, smartwatches, televisions, and laptops) under a license agreement.
We launched the product for pre-orders during September 2024 and commenced initial shipments of the product in January 2025. The retail price of the Mudra Link is $299 and is currently offered at a special pre-order price of $199.
We launched the product for pre-orders during September 2024 and commenced initial shipments of the product in January 2025. The retail price of the Mudra Link is $299 and is currently offered at a special pre-order price of $249.
Combining the above with hand and forearm movements, such as “slide-to-unlock”. 41 Figure 3: The Mudra Platform Gestures Types Figure 3 above displays the three types of Mudra gestures - discrete gestures, continuous gestures, and air-touch gestures.
Combining the above with hand and forearm movements, such as “slide-to-unlock”. 42 Figure 3: The Mudra Platform Gestures Types Figure 3 above displays the three types of Mudra gestures - discrete gestures, continuous gestures, and air-touch gestures.
Our subsidiary, Mudra Wearable, Inc., or Mudra Wearable, established an office in Redwood City, California to enhance the Company’s market presence and partner relations. Our research and development expenses, net were approximately $2.96 million and approximately $3.3 million for the years ended December 31, 2024 and 2023, respectively.
Our subsidiary, Mudra Wearable, Inc., or Mudra Wearable, established an office in Redwood City, California to enhance the Company’s market presence and partner relations. Our research and development expenses, net were approximately $3.5 million and approximately $2.96 million for the years ended December 31, 2025 and 2024, respectively.
The retail price of the Mudra Band is $349 and is currently offered for a special discount price of $299. ● Mudra Link . A universal gesture control neural wristband wearable which allows users to control any Bluetooth compatible device regardless of the operating system.
The retail price of the Mudra Band is $349 and is currently offered for a special discount price of $299. ● Mudra Link . A universal personalized gesture control neural band which allows users to control any Bluetooth compatible device regardless of the operating system.
By integrating our Mudra technology with AR glasses, our business customers can: ● Manufacture a stylish, light weight, and smaller form factor pair of glasses, by removing the gesture recognition hardware from the device; ● Reduce research and development costs related to the development of hardware and software for the gesture camera; ● Increase device battery life by eliminating central processing units and sensor gesture recognition related power consumption; ● Offer a natural and intuitive interaction experience which does not block real-world view and is discrete and socially acceptable; and 48 ● Provide an input solution that works well indoors and outdoors, is not dependent on a line of sight or limited by field of view, not affected by ambient light conditions, and is robust to environmental conditions.
By integrating our Mudra technology with AR glasses, our business customers can: ● Manufacture a stylish, light weight, and smaller form factor pair of glasses, by removing the gesture recognition hardware from the device; ● Reduce research and development costs related to the development of hardware and software for the gesture camera; ● Increase device battery life by eliminating central processing units and sensor gesture recognition related power consumption; ● Offer a natural and intuitive interaction experience which does not block real-world view and is discrete and socially acceptable; and ● Provide an input solution that works well indoors and outdoors, is not dependent on a line of sight or limited by field of view, not affected by ambient light conditions, and is robust to environmental conditions. 49 When using our Mudra technology, the AR glasses end-user enjoys a natural, hands-free, and safer input method to interact with digital overlays.
In 2024 and 2023, we had revenues of $522 thousand and $82 thousand, respectively, and comprehensive and net loss of $7.9 million and $7.8 million, respectively. Over 100 companies have purchased our Mudra Inspire, 30 of which are multinational technology companies.
In 2025 and 2024, we had revenues of $647 thousand and $522 thousand, respectively, and comprehensive and net loss of $8.1 million and $7.9 million, respectively. Over 100 companies have purchased our Mudra Inspire, 30 of which are multinational technology companies.
We believe everyone’s needs are unique, so we will offer our users a wide range of connected devices to interact and control in multiple styles, form factors, and price points, to allow people to find the devices that fit their lifestyles and goals.
Key elements of our growth strategy include: ● Offer a broad range of platform devices. We believe everyone’s needs are unique, so we will offer our users a wide range of connected devices to interact and control in multiple styles, form factors, and price points, to allow people to find the devices that fit their lifestyles and goals.
The user’s real-world environment is clear and not blocked by the hands. VR headsets use digital displays which cover eyes to immerse the user in a fully computer-generated alternative environment, displaying computer-generated video capture which entirely occludes the user’s natural surroundings. VR headset input solutions include handheld controllers, a gesture camera, a keyboard, a mouse, input gloves, and voice commands.
VR headsets use digital displays which cover eyes to immerse the user in a fully computer-generated alternative environment, displaying computer-generated video capture which entirely occludes the user’s natural surroundings. VR headset input solutions include handheld controllers, a gesture camera, a keyboard, a mouse, input gloves, and voice commands.
These devices span over multiple styles, form factors, capabilities, and functions, addressing the needs of everyone - from consumers using their favorite wearable for infotainment and relaxation to business and enterprise customers serving their customers and helping their employees to maximize their performance. ● Designing products with a human-centered design, focusing on optimizing the customer experience.
The wearable wristband and location empowers us to span product lines over multiple styles, form factors, capabilities, and functions, addressing the needs of everyone - from consumers using their favorite smart glasses for infotainment and relaxation to business and enterprise customers serving their customers and helping their employees to maximize their performance. ● Designing products with a human-centered design, focusing on optimizing the customer experience.
As of March 19, 2025, we have not signed a license agreement with any of these companies.
As of March 11, 2026, we have not signed a license agreement with any of these companies.
We develop the hardware and the software from the bottom up and define the user-experience. Using the domain expertise and the insights we have gathered and continue to gather as users provide feedback, we define the standard for interaction with wearables and digital devices.
Using the domain expertise and the insights we have gathered and continue to gather as users provide feedback, we define the standard for interaction with wearables and digital devices.
Recent advancements in sensors and signal processing combined with artificial intelligence algorithms have enabled the emergence of wrist-based wearable neural input technology, thus opening a wide range of applications in HCI and bio-potential signals monitoring. ● Neurotech market and brain-computer interfaces are gaining traction: The neurotech industry is based on connecting human brains to computers, so that brain-computer interfaces open up a new area of economic enterprise.
Recent advancements in sensors and signal processing combined with artificial intelligence algorithms have enabled the emergence of wrist-based wearable neural input technology, thus opening a wide range of applications in HCI and bio-potential signals monitoring. ● Neurotech markets and brain-computer interfaces are gaining traction: The neurotech industry is based on connecting human brains to computers, and brain-computer interfaces are increasingly advancing into clinical and early commercial stages.
As of March 19, 2025, we have delivered a couple hundred pre-orders of the Mudra Link in several batches. Establishing a direct connection with customers and users enables us to learn, improve and enhance our product offerings. This also enables us to mine meta-data to build hand and finger movements and gestures database, which we believe has huge monetization opportunities.
As of March 11, 2026, we have delivered over 1,000 units of the Mudra Link. Establishing a direct connection with customers and users enables us to learn, improve and enhance our product offerings. This also enables us to mine meta-data to build hand and finger movements and gestures database, which we believe has huge monetization opportunities.
We are launching our products after communicating product benefits, receiving meaningful and valuable feedback from our users and then implementing the feedback into the design phase, while generating demand to the product before it has been manufactured.
We launch our products after communicating product benefits, receiving meaningful and valuable feedback from our users and then implementing the feedback into the design phase, while generating demand to the product before it has been manufactured. This strategy ensures that we only produce and market products that are suitable to the market and to customers’ demand.
Combining our own proprietary sensors and AI algorithms into a stylish wristband, our Mudra platform enables users to control digital devices through subtle finger movements and hand gestures, without physical touch or contact.
Combining our own proprietary sensors, AI development capabilities, and product developments expertise, our Mudra platform enables users to control digital devices through subtle finger movements and hand gestures, without physical touch or contact.
Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy. We are now in the transition phase from research and development to commercialization of our technology into B2B products.
Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy. We are now in the early stages of commercializing our technology into B2C markets and with B2B potential partners.
Property, Plant and Equipment We have headquarters which are located at 5 Ha-Tnufa St., Yokne’am Illit, Israel. This facility comprises approximately 732 square meters, or 7,880 square feet of space. This lease will expire on January 31, 2025, with an option to extend the lease period by two additional lease periods, each for an additional 12 months.
Property, Plant and Equipment We have headquarters which are located at 5 Ha-Tnufa St., Yokne’am Illit, Israel. This facility comprises approximately 732 square meters, or 7,880 square feet of space. This lease will expire on January 31, 2027.
In February 2025, TapWithUS unveiled the TapClip, a camera-based wrist input device that can translate finger movements as keyboard input or mouse. 49 In October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack, and more, based on the watch’s IMU and PPG sensors.
In October 2023, Apple released the Apple Watch Ultra2 Double Tap capability, which allows users to tap the index finger and thumb together twice to answer a call, reply to a message, see and scroll through the Smart Stack, and more, based on the watch’s IMU and PPG sensors.
Manufacturing, Logistics and Fulfillment We outsource the manufacturing of our products to several contract manufacturers. These contract manufacturers produce components of our products in their facilities located in Asia and Israel.
We continue to pursue non-dilutive grants from the IIA as well as other organizations in Israel. Manufacturing, Logistics and Fulfillment We outsource the manufacturing of our products to several contract manufacturers. These contract manufacturers produce components of our products in their facilities located in Asia and Israel.
Defining the right gesture and binding it with the correct function is important for high adoption of our input solution for wearable computing, and for our platform solution to become ubiquitous in multiple digital devices.
We can tailor gestures for each use-case per user requests or our own internal insights. Defining the right gesture and binding it with the correct function is important for high adoption of our input solution for wearable computing, and for our platform solution to become ubiquitous in multiple digital devices.
Using our Mudra technology allows the user to be fully immersed into an entertaining digital experience that feels like a real-life interaction. Competition The basic input pillars of HCI are through text, navigation, and digital element interaction.
Using our Mudra technology allows the user to be fully immersed into an entertaining digital experience that feels like a real-life interaction.
Our monthly rent payment for this facility was NIS 57,794 (approximately $16,000) during the first lease year and increased to NIS 72,722 (approximately $20,000) during the second lease year. During the option lease periods, the lease payment may be increased up to 10% as compared to the second lease year.
Our monthly rent payment for this facility was NIS 57,794 (approximately $16,000) during the first lease year and increased to NIS 72,722 (approximately $20,000) during the second and third lease year, linked to the Israeli Consumer Price Index.
This enables us to gain a competitive advantage by being the first to market with a neural input device. This supports us to establish strong brand recognition and customer loyalty before other competitors enter the market. This advantage also allows us additional time to perfect the product, define our interactions and gestures as industry standard, and set pricing points.
This supports us to establish strong brand recognition and customer loyalty before other competitors enter the market. This advantage also allows us additional time to perfect the product, define our interactions and gestures as industry standard, and set pricing points. We plan to establish sufficient market share and a solid customer base to maintain a majority of market share.
The miniaturized flex-rigid electronics design and manufacturing offer a flexible shell with dynamic semi flex-rigid printed circuit board, to meet strict bill of materials and design for assembly requirements, and consumer laws. 40 Figure 2: The Three Pillars of the Mudra Technology Figure 2 above displays the three pillars of our technology.
The dynamic-printed circuit board miniaturized flex-rigid electronics architecture combines flexibility with structural integrity, meeting strict bill-of-materials, design-for-assembly, and consumer compliance requirements. 41 Figure 2: The Three Pillars of the Mudra Technology Figure 2 above displays the three pillars of our technology.
The lease is on month-to-month basis and this facility comprises approximately 40 square feet of space. Our monthly rent payment for this facility is $495. We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. ITEM 4. A. UNRESOLVED STAFF COMMENTS None. 54
Our monthly rent payment for this facility was $495. During 2025, we reduced the leased facility space and our monthly rent payment for this facility was reduced to $164. We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. ITEM 4. A.
We exercised the option for an additional 12 month lease period and are currently in the process of negotiating the rental fee for such an additional lease period. In September 2024, our subsidiary, Mudra Wearable, established an office located at 3 East Third Avenue, San Mateo, California.
We exercised the option for an additional 12 month lease period ending January 31, 2027 at the same rental fee for this additional lease period. In September 2024, our subsidiary, Mudra Wearable, established an office located at 3 East Third Avenue, San Mateo, California. The lease is on month-to-month basis and this facility comprises approximately 40 square feet of space.
There is a very high interdependency between each layer, and we believe that we possess the expertise for all technological layers. ● Expanding our products to multiple market verticals. In addition to working with businesses and individual customers in the consumer electronics market, we have developed several use-cases for digital health, Industry 4.0, and sport analytics markets.
In addition to working with businesses and individual customers in the consumer electronics market, we have developed several use-cases for digital health, Industry 4.0, and sport analytics markets.
We plan to establish sufficient market share and a solid customer base to maintain a majority of market share. Based on these variables, we believe that we compete favorably when compared with the global competition in this market, which will enable us to maintain and extend our leadership position.
Based on these variables, we believe that we compete favorably when compared with the global competition in this market, which will enable us to maintain and extend our leadership position. Our Growth Strategy We intend to achieve a leading position for neural input technology, and to expand our operations to digital and wearable computers.
We empower users to interact, entertain, work, and live more natural, relaxed, and productive lifestyles by lowering the burden of communicating with computers and enabling an intuitive mode of interacting with computers.
We empower users to interact, entertain, work, and live more natural, relaxed, and productive lifestyles by lowering the burden of communicating with computers and enabling an intuitive mode of interacting with computers. Our technology includes a non-invasive neural input interface for the wrist that allows control of digital devices using natural and intuitive subtle finger movements and hand gestures.
This will allow us to gain unparalleled insights on trends, behaviors, and usage. - Flexible gestures and user-interaction choices. Our platform supports the development and implementation of a large variety of new gestures. We can tailor gestures for each use-case per user requests or our own internal insights.
Through anonymized data from cloud-based calibrations and mobile apps, we are building a large database of finger and hand gestures. This will allow us to gain unparalleled insights on trends, behaviors, and usage. - Flexible gestures and user-interaction choices. Our platform supports the development and implementation of a large variety of new gestures.
It boosts labor efficiency, reduces quality defects and revisions, and improves safety. Wearable consumer products are already an integral part of consumers’ lives. The Apple Vision Pro and the Meta Quest 3 are two examples of spatial computing products. ● The “Metaverse” is widely considered to become the future of the internet .
It boosts labor efficiency, reduces quality defects and revisions, and improves safety. Wearable consumer products are already an integral part of consumers’ lives.
We received these grants for the purpose of developing the Mudra SNC core technology, for developing the Mudra Band for Apple Watch hardware architecture, and for developing a manufacturing process for the Mudra Band. We continue to pursue non-dilutive grants from the IIA as well as other organizations in Israel.
We believe that the receipt of IIA grants in the years 2015 to 2025 is a positive signal that our technology is innovative and feasible. We received these grants for the purpose of developing the Mudra SNC core technology, for developing the Mudra Band for Apple Watch hardware architecture, and for developing a manufacturing process for the Mudra Band.
We developed a unique cross-platform software engine, which supports real-time signal processing and is capable of cross-platform algorithms mitigation on multiple operating systems. This allows us to run our software on low compute power wearables and digital devices, and to mitigate algorithms across platforms without the need to re-write the algorithms for each operating system.
The second pillar is software , which includes a cross platform software engine, artificial intelligence learning algorithms and software applications. We developed a unique real-time signal processing engine that runs on low-compute wearables and digital devices, enabling algorithm deployment across multiple operating systems without rewriting code for each platform.
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for orders and we have started shipping the Mudra Link to customers in the first quarter of 2025. 34 Our vision is to create a world in which the user’s hand becomes a universal input device to touchlessly interacting with technology.
In September 2024, we launched the Mudra Link, a universal neural band to control multiple Operating Systems, or OS, devices. The Mudra Link has been sold and shipped regularly since February 2025. 35 Our vision is to create a world in which the user’s hand becomes a universal input device to touchlessly interacting with technology.
When using our Mudra technology, the AR glasses end-user enjoys a natural, hands-free, and safer input method to interact with digital overlays. The user can operate the device using natural and intuitive hand postures and gestures along the waist, with less fatigue caused by waving the hands in mid-air.
The user can operate the device using natural and intuitive hand postures and gestures along the waist, with less fatigue caused by waving the hands in mid-air. The user’s real-world environment is clear and not blocked by the hands.
Our products are designed bottom up from the user experience, through the gestures used and the device design and form factor. We have a global network of businesses customers and consumers who share their thoughts, insights, and activities with us, which allows us to aggregate the best solutions to interact with any wearable device.
Our products are designed bottom up from the user experience, through the gestures used and the device design and form factor. We leverage insights from a broad base of business customers and consumers worldwide, enabling us to continuously refine and optimize interaction standards for wearable devices.
The third pillar is the humanware and user experience which is the hand and finger gestures that the user performs and the functions that bind with these gestures to input commands and control devices. We developed a set of gestures that create a natural interaction and are optimized for humans rather than for computers.
The third pillar is the humanware and user experience , encompassing the hand and finger gestures users perform and the functions mapped to them to control devices. We have developed a natural, human-optimized gesture set that enables intuitive interaction and increases fidelity of intent.
Face computers are considered devices that have a potential to replace smartphones by the end of the decade. This product category includes devices by Meta, Apple, HTC Corporation, Samsung Electronics Co., Ltd., or Samsung, Google, Microsoft, Sony Group Corporation, Xreal Technology Co., Ltd., and others.
This product category includes devices by Meta, Apple, HTC Corporation, Samsung Electronics Co., Ltd., or Samsung, Google, Microsoft, Sony Group Corporation, Xreal Technology Co., Ltd., Rokid Inc., and others. The smart-computing and smart-home device categories present several challenges that need to be addressed before we will be able to take advantage of this opportunity.
Our broad mobile compatibility means our users will be able to sync their Mudra devices with multiple mobile phone models, including iOS, Android, and Windows products. Our API allows access and exploration of our Mudra technology to various industry sectors in consumer electronics, industry, IT and software solutions, academia, and software development.
Our broad mobile compatibility means our users will be able to sync their Mudra devices with multiple mobile phone models, including iOS, Android, and Windows products. The Mudra Experience Studio allows development of neural-based applications using natural-language text prompts, similar to working with commercially available AI coding agents.
Also in January 2024, we announced a new revolutionary “Spatial Depth” control functionality which allows users to use the Mudra Band for depth navigation, adding an extra dimension to user interactions. Adding depth to navigation enhances user interactions by allowing more intuitive control. This is particularly useful in spatial computing applications, where perception is important in rich 3-dimensional environments.
Adding depth to navigation enhances user interactions by allowing more intuitive control. This is particularly useful in spatial computing applications, where perception is important in rich 3-dimensional environments. It provides a more immersive experience, enabling users to interact with 3-dimensional elements in digital space, making tasks more natural and efficient.
As a result, we plan to focus on delivering the greatest value to users by first focusing on the wearables and face computer device categories.
As a result, we plan to focus on delivering the greatest value to users by first focusing on the wearable and face computer device categories. The Mudra Band is the only neural interface which connects to the Apple Watch. The Mudra Link is compatible with leading smart glasses by Xreal, Viture, Rokid, RayNeo, TCL, and Samsung, among others.
Our large global network of consumers and business customers provides highly useful feedback and insights, which we use to constantly improve our products and the value we offer to our users. - A large hand and finger gesture database. Through anonymized data from cloud-based calibrations and mobile apps, we are building a large database of finger and hand gestures.
Our large global network of consumers and business customers provides highly useful feedback and insights, which we use to constantly improve our products and the value we offer to our users. - A universal neural input developer platform. Our Mudra Experience Studio enables “build-once, deploy everywhere” integration across XR, mobile, desktop, and AI environments.
In addition, we have one patent application in South Korea, an additional two patent applications in the United States and five patent applications in China, all of which are still pending. 52 In addition to patent laws, we rely upon a combination of designs, copyrights, trade secrets, domain names and trademark rights, and contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements.
Our patent strategy is based on writing wide patent specs that cover as much ground as possible and allow us to file divisional claims based on the changing requirements of the business environment 53 In addition to patent laws, we rely upon a combination of designs, copyrights, trade secrets, domain names and trademark rights, and contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements.
It provides a more immersive experience, enabling users to interact with 3-dimensional elements in digital space, making tasks more natural and efficient. 44 Consumer Electronics Companies We define consumer electronics companies as a B2B market, where these customers have all the resources needed to develop, manufacture and market a wide variety of consumer electronic devices.
Applications can be built and configured using natural-language text prompts, similar to working with commercially available AI coding agents, enabling rapid creation, modification, and deployment of neural gesture interactions. 45 Consumer Electronics Companies We define consumer electronics companies as a B2B market, where these customers have all the resources needed to develop, manufacture and market a wide variety of consumer electronic devices.
We believe that our technology is setting the standard input interface for the Metaverse, by providing a wearable-based gesture control input which goes beyond the boundaries of vision-based solutions. 39 ● The human wrist is a highly valuable tool for sensing the human body: Nerve bundles and arteries pass directly beneath the skin making it possible to sense the electrical conductance of nerves and other bodily functions and to collect valuable data.
We believe that our technology can serve as a standard input interface for smart glasses by providing intuitive, wearable-based gesture control that enables precise, eyes-free interaction beyond the limitations of voice-only or vision-based solutions. 40 ● The human wrist is a highly valuable location for sensing and interpreting human intent: Nerve bundles and arteries pass directly beneath the skin, enabling the detection of subtle bioelectrical signals associated not only with physiological functions but also with motor intention.
We achieved over 96% accuracy with a very short calibration procedure for multiple users. We develop software applications for mobile and desktop operating systems which integrate the algorithms and supply the users with the desired gestures and functions.
Our machine learning algorithms and deep learning architecture leverage advanced few-shot learning techniques to classify unique bio-signals using proprietary training and validation datasets. We develop software applications for mobile and desktop operating systems which integrate the algorithms and supply the users with the desired gestures and functions.
While cycling, the rider wears gloves and has the fingers clenched on the bike steering wheel.
While cycling, the rider wears gloves and has the fingers clenched on the bike steering wheel. In January 2024, we launched the B2B Mudra Development Kit, in order to replace the Mudra Inspire which was at the “end of life” during 2023.
We currently hold two U.S. patents: the first patent concerns a wrist wearable gesture control system that uses bio-potential signals to control digital devices and provides user feedback, and the second patent is a continuation in part of the first patent and adds the ability to detect user applied fingertip pressure for analog control of digital devices.
The granted patents describe a wrist wearable gesture control system that uses bio-potential signals to control digital devices and provides user feedback, measure force applied by user hand, measuring applied to objects by the hand of the user, measuring the weight of objects held by the user, user authentication, continuous control connected devices, combination of voice and gesture to control digital devices and additional related methods.
Band design includes the modeling of the curvature of the band to snuggly fit the wrist area, and feel pleasant and comfortable to be worn on daily basis. The SNC sensors were developed specifically for the inner wrist area; therefore, they are able to sense low energy biopotentials and to maintain optimal bandwidth and minimize external interference sources.
The wristbands are ergonomically designed to contour the wrist for a secure and comfortable daily fit. The SNC sensors are optimized for the inner wrist to detect low-energy biopotentials while maintaining optimal bandwidth and minimizing external interference.
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According to an International Data Corporation, or the IDC, publication from September 2024, or the IDC Publication, in 2024, a total of 533.9 million units of wearable devices will be shipped to consumers, of which approximately 156.5 million are smartwatches, and approximately 35.2 million smart wristbands.
Added
In February 2026, we announced the launch of Mudra Experience Studio – a universal single codebase Neural Input Platform for XR and AI Developers.
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The IDC forecasts the market for wearable devices will reach 606.2 million units shipped to consumers in 2028, of which 175.2 million will be smartwatches.
Added
The Mudra Experience Studio provides developers with production-ready SDKs, standardized gesture taxonomy, and OEM integration tiers that enable rapid deployment of neural input across all leading Artificial Intelligence Integrated Development Environment, or IDE, such as Loveable, ChatGPT, Claude, Cursor, and more.
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This represents a 2.9% five-year compound annual growth rate, or CAGR, for smartwatches. 38 Further, the IDC opines that in 2024, a total of 1.8 million units of smart glasses without a display, such as Meta-Ray Ban glasses, were shipped. The IDC forecasts that this market will reach 2.4 million in shipped units in 2028, with a 7.5% five-year CAGR.
Added
There is a very high interdependency between each layer, and we believe that we possess the expertise for all technological layers. ● An Ecosystem Bridging Human Input Intent to Digital Reality.
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Additionally, according to the IDC Publication, by 2024 shipments of face computers will reach a total of 6.6 million units. The IDC forecasts that the face computers market will reach 23.1 million shipped units in 2028. This category is expected to show a 36.6% year-over-year growth.
Added
With the formation of our ai6 Labs , we have established a closed-loop AI ecosystem that bridges human intent with digital reality by integrating foundational neural research, product commercialization, and a high-velocity AI accelerator into a single virtuous cycle — continuously generating proprietary IP, accelerating time-to-market, and strengthening our technological moat in scalable, intent-driven human-machine interaction. ● Expanding our products to multiple market verticals.
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According to the IDC Publication, shipments of smart-computing consumer devices that include personal computers, tablets, smartphones, and video entertainment (set-top box/streaming stick, TV, and others) were expected to reach approximately 1.88 billion units shipped in 2024. IDC forecasts this market will reach 2.03 billion units shipped in 2028.
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By standardizing gesture taxonomy and providing production-ready software development kits, or SDKs, we are transforming our proprietary neural sensing technology into a scalable, cross-platform input layer— enabling the development of Human Internet-based neural experiences through free-text prompting and AI coding agents such as Loveable, Cursor, Claude, and ChatGPT, among others. - A large hand and finger gesture database.
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Taking the aforementioned figures into consideration, the TAM that we are targeting is approximately 12.7 billion devices shipped between 2024 to 2028. The smart-computing and smart-home device categories present several challenges that need to be addressed before we will be able to take advantage of this opportunity.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

51 edited+44 added−10 removed55 unchanged
Biggest changeWe follow five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy our performance obligations.
Biggest changeWe follow five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy our performance obligations. 65 We generate revenues from the sales of B2C Mudra Band and Mudra Link, sales of B2B Mudra Development Kits and sales of pilot transactions The Mudra Band and the Mudra Link are aftermarket accessories wristband wearables which allow touchless operation and control of digital devices such as computers, tablets, TV streamers, smart glasses, and more, alongside an app which is considered combined with the wristband as one performance obligation.
Our primary uses of cash from operating activities are for labor costs, research and development expenses for materials and subcontractors and professional services. Cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including share-based compensation, depreciation expenses and changes in operating assets and liabilities during each period.
Our primary uses of cash from operating activities are for labor costs, research and development expenses for subcontractors and professional services. Cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including share-based compensation, depreciation expenses and changes in operating assets and liabilities during each period.
We estimate the fair value of each stock option grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. 63
We estimate the fair value of each stock option grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate.
See also Item 3.D. “Risk Factors” - General economic factors may adversely affect our business, financial performance and results of operations. 62 E. Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with U.S.
See also Item 3.D. “Risk Factors”- General economic factors may adversely affect our business, financial performance and results of operations. E. Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with U.S.
In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable.
In those transactions, each obligation- hardware and API (for Mudra Development Kit) and tailor-made software application and technical support (for a pilot transaction) - is distinct and separately identifiable.
Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of the possible recession and its effects on our customers and their spending habits.
Trend information Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of the possible recession and its effects on our customers and their spending habits.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. 58 The table below summarizes our cash flows for the periods indicated.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. 59 The table below summarizes our cash flows for the periods indicated.
The royalty payments to the IMEI are on an annual basis. As of December 31, 2024, the maximum obligation with respect to the grant received from the IMEI, contingent upon entitled future sales, was $95 thousand linked to the consumer price index.
The royalty payments to the IMEI are on an annual basis. As of December 31, 2025, the maximum obligation with respect to the grant received from the IMEI, contingent upon entitled future sales, was $95 thousand linked to the consumer price index.
As December 31, 2024, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.4 million. 61 In addition, the terms of the grants under the Research Law require that the manufacturing of products resulting from IIA-funded programs be carried out in Israel, unless a prior written approval of the IIA is obtained.
As December 31, 2025, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.4 million. In addition, the terms of the grants under the Research Law require that the manufacturing of products resulting from IIA-funded programs be carried out in Israel, unless a prior written approval of the IIA is obtained.
Following the reasonable best efforts” public offering from January 30, 2025, the exercise price of these warrants was reduced to $4.00. The pre-funded warrants have an exercise price of $0.0004 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded warrants are exercised in full (subject to certain beneficial ownership limitations).
Following the reasonable best efforts” public offering from January 30, 2025, the exercise price of these warrants was reduced to $12.00. The pre-funded warrants have an exercise price of $0.0012 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded warrants are exercised in full (subject to certain beneficial ownership limitations).
If we elected to pay in cash, the installment amount also included a payment premium in the amount of 5% of the principal amount of the installment payment. We started to raise funds under the SEPA at the end of June 2024 and sold 307,175 Ordinary Shares for aggregate gross proceeds of approximately $4.6 million.
If we elected to pay in cash, the installment amount also included a payment premium in the amount of 5% of the principal amount of the installment payment. We started to raise funds under the SEPA at the end of June 2024 and sold 102,392 Ordinary Shares for aggregate gross proceeds of approximately $4.6 million.
Our discussion and analysis for the year ended December 31, 2022 and December 31, 2023 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024.
Our discussion and analysis for the year ended December 31, 2024 and December 31, 2023 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025.
Comparison of the Years Ended December 31, 2024 and 2023 Results of Operations The following table summarizes our results of operations for the periods presented.
Comparison of the Years Ended December 31, 2025 and 2024 Results of Operations The following table summarizes our results of operations for the periods presented.
We received aggregate gross proceeds of approximately $1.85 million, before deducting placement agent fees and other offering expenses The warrants issued pursuant to the concurrent private placement have an exercise price of $10.00 per Ordinary Share, were immediately exercisable and will expire five years following the date of issuance.
We received aggregate gross proceeds of approximately $1.85 million, before deducting placement agent fees and other offering expenses The warrants issued pursuant to the concurrent private placement, or the November 2024 Warrants, have an exercise price of $30.00 per Ordinary Share, were immediately exercisable and will expire five years following the date of issuance.
We received aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $4.00 per Ordinary Share, are exercisable immediately and expire five years from the issuance date.
We received aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses. The warrants, or the January 2025 Warrants, have an exercise price of $12.00 per Ordinary Share, are exercisable immediately and expire five years from the issuance date.
Net cash provided by (used in) investing activities Cash provided by investing activities for the year ended December 31, 2024, was approximately $3.2 million, primary due to a decrease in short-term deposits. Cash used in investing activities for the year ended December 31, 2023, was approximately $4.2 million, mainly due to an increase in short-term deposits.
Net cash provided by (used in) investing activities Cash used in investing activities for the year ended December 31, 2025, was approximately $10.9 million, primary due to an increase in short-term deposits. Cash provided by investing activities for the year ended December 31, 2024, was approximately $3.2 million, mainly due to a decrease in short-term deposits.
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for orders and we have started shipping the Mudra Link to customers in the first quarter of 2025.
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband and we have started shipping the Mudra Link to customers in the first quarter of 2025.
We generate revenues from the sales of our Mudra Band, our Mudra Inspiredevelopment kits and sales of pilot transactions. 55 In 2023, we started production of our B2C consumer product, the Mudra Band, and started to generate revenues, all of which were pre-paid.
We generate revenues from the sales of our Mudra Link, Mudra Band and our Mudra Development Kits and sales of pilot transactions. 56 In 2023, we started production of our B2C consumer product, the Mudra Band, and started to generate revenues, all of which were pre-paid.
Finance expense, net in 2024 was primarily due to interest on convertible promissory note, partially offset by interest income on short-term deposits. Finance income, net in 2023 was primarily due to interest on bank deposits.
Finance expense, net in 2024 was primarily due to interest on convertible promissory notes, partially offset by interest income on short-term deposits.
During the years ended December 31, 2024 and 2023, net cash used in operating activities was approximately $ 7.6 million and approximately $8.4 million, respectively.
During the years ended December 31, 2025 and 2024, net cash used in operating activities was approximately $6.6 million and approximately $7.6 million, respectively.
Net loss and the total comprehensive loss As a result of the foregoing, our total comprehensive and net loss for the year ended December 31, 2024 was approximately $7.9 million, compared to approximately $7.8 million for the same period ended December 31, 2023, an increase of approximately $65 thousand, or 0.8%. B.
Net loss and total comprehensive loss As a result of the foregoing, our total comprehensive and net loss for the year ended December 31, 2025 was approximately $8.1 million, compared to approximately $7.9 million for the same period ended December 31, 2024, an increase of approximately $228 thousand, or 3%. B.
Liquidity and Capital Resources Overview We are still in a transition phase from development stage to an early stage of generating revenues. Therefore, we have suffered recurring losses from operations and negative cash flows from operations since inception.
Liquidity and Capital Resources Overview We have completed the transition phase from development stage to an early stage of generating revenues. Therefore, we have suffered recurring losses from operations and negative cash flows from operations since inception.
Costs are expensed as incurred, net of governmental grants from the IIA. Sales and Marketing Expenses, net Sales and marketing expenses consist primarily of labor cost, consultants, and digital advertising. General and Administrative Expenses General and administrative expenses consist primarily of labor cost, professional service fees and facilities.
Costs are expensed as incurred, net of governmental grants from the IIA. Sales and Marketing Expenses, net Sales and marketing expenses consist primarily of labor cost, consultants, and digital advertising.
Our operations have been funded substantially through issuance of convertible securities to certain investors which were converted to equity, issuance of shares and warrants, through Israeli governmental grants, an underwritten public offering in November 2023, registered direct offering and concurrent private placement of warrants in November 2024, best efforts offering in January 2025 and our IPO.
Our operations have been funded substantially through issuance of convertible securities to certain investors which were converted to equity, issuance of shares and warrants, through Israeli governmental grants, an underwritten public offering in November 2023, registered direct offerings and concurrent private placements of warrants in November 2024, September 2025 and October 2025, warrant inducement transactions in April 2025, August 2025 and November 2025, a best efforts offering in January 2025 and our IPO.
Revenue derived from the sale of Mudra Band is recognized at a point of time when control transfers to the customer. We believe that the delivery date is the most appropriate point in time indicating control has been transferred to the customer. We allow return and refund of Mudra Band within 30 days from the delivery of Mudra Band.
Revenue derived from the sale of Mudra Band or Mudra Link is recognized at a point of time when control transfers to the customer. We believe that the delivery date is the most appropriate point in time indicating control has been transferred to the customer.
We are now in the transition phase from research and development to commercialization of our technology into B2B products.
We have completed the transition phase from research and development to commercialization of our technology into B2B products.
On June 6, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, Ltd., or YA, a fund managed by Yorkville Advisors Global, L.P.
The three-year consulting agreement with Pure Capital ended in September 2025. 60 On June 6, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, Ltd., or YA, a fund managed by Yorkville Advisors Global, L.P.
There is no assurance that such financing will be obtained. We believe that our existing cash, including the proceeds from our recent offerings of Ordinary Shares, will be sufficient to support working capital and capital expenditure requirements through September 2025.
We believe that our existing cash, including the proceeds from our recent offerings of Ordinary Shares, will be sufficient to support working capital and capital expenditure requirements through the end of 2027.
The increase was mainly due to revenue growth from the sale of our B2C Mudra Bands. Cost of revenues The cost of revenues increased by approximately $ 375 thousand, or 600 %, to approximately $ 437 thousand for the year ended December 31, 2024, from approximately $62 thousand for the year ended December 31, 2023.
The increase was mainly due to revenue growth from the sale of our B2C Mudra Link. Cost of revenues The cost of revenues increased by approximately $232 thousand, or 64%, to approximately $594 thousand for the year ended December 31, 2025, from approximately $362 thousand for the year ended December 31, 2024.
For the Year Ended December 31, U.S. dollars 2024 2023 Net cash used in operating activities $ (7,613 ) $ (8,434 ) Net cash provided by (used in) investing activities 3,197 (4,248 ) Net cash provided by financing activities 6,695 3,119 Net increase (decrease) in cash and cash equivalents $ 2,279 $ (9,563 ) Operating Activities We have generated negative cash flow.
For the Year Ended December 31, U.S. dollars 2025 2024 Net cash used in operating activities $ (6,598 ) $ (7,613 ) Net cash provided by (used in) investing activities (10,930 ) 3,197 Net cash provided by financing activities 20,939 6,695 Net increase in cash and cash equivalents $ 3,411 $ 2,279 Net cash used in operating activities We have generated negative cash flow.
The pre-funded warrants have an exercise price of $0.0004 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded Warrants are exercised in full (subject to certain beneficial ownership limitations). Off-Balance Sheet Arrangements Our headquarters are located at 5 Ha-Tnufa St., Yokne’am Illit, Israel.
The pre-funded warrants have an exercise price of $0.0012 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded Warrants are exercised in full (subject to certain beneficial ownership limitations).
On November 27, 2024, we closed a registered direct offering for the issuance and sale of 63,000 Ordinary Shares and pre-funded warrants to purchase up to 142,500 Ordinary Shares and a concurrent private placement for the sale of warrants to purchase up to 205,500 Ordinary Shares, at a combined purchase price of $9.00 per Ordinary Share and accompanying warrant and a combined purchase price of $8.9996 per pre-funded warrant and accompanying warrant.
On November 27, 2024, we closed a registered direct offering with a single institutional investor, or the Holder, for the issuance and sale of 21,000 Ordinary Shares and pre-funded warrants to purchase up to 47,500 Ordinary Shares and a concurrent private placement for the sale of warrants to purchase up to 68,500 Ordinary Shares, at a combined purchase price of $27.00 per Ordinary Share and accompanying warrant and a combined purchase price of $26.9988 per pre-funded warrant and accompanying warrant.
Research and development expenses, net Research and development expenses, net decreased by approximately $352 thousand, or 11%, to approximately $2,964 thousand for the year ended December 31, 2024, from approximately $3,316 thousand for the year ended December 31, 2023.
Research and development expenses, net Research and development expenses, net increased by approximately $540 thousand, or 18%, to approximately $3,504 thousand for the year ended December 31, 2025, from approximately $2,964 thousand for the year ended December 31, 2024.
This reverse share split adjusted the number of issued and outstanding Ordinary Shares of the Company from approximately 3,939,911 Ordinary Shares to approximately 1,028,980 Ordinary Shares and the number of warrants from 393,043 warrants to 98,261 warrants. 60 The number of Ordinary Shares available for issuance under our equity incentive plans has been adjusted by the same 1-for-20 ratio and additional 1-for-4 ratio.
This reverse share split adjusted the number of issued and outstanding Ordinary Shares of the Company from approximately 10,593,227 Ordinary Shares to approximately 3,531,076 Ordinary Shares and the number of traded warrants from 98,589 warrants to 32,863 warrants. 61 The number of Ordinary Shares available for issuance under our equity incentive plans has been adjusted by the same 1-for-20 ratio, 1-for-4 ratio and additional 1-for-3 ratio.
The primary factors affecting operating cash flows were a net loss of approximately $ 7.9 million and an increase of inventory of approximately $ 194 thousand during the year ended December 31, 2024, as compared to net loss of approximately $7.8 million and increase of inventory of approximately $1 million during the year ended December 31, 2023.
The primary factors affecting operating cash flows were a net loss of approximately $8.1 million, partially offset by non-cash share based compensation adjustments of approximately $1.1 million and a decrease of inventory of approximately $246 thousand during the year ended December 31, 2025, as compared to a net loss of approximately $7.9 million, partially offset by non-cash adjustments of approximately $182 thousand during the year ended December 31, 2024.
On January 30, 2025, we closed a “reasonable best efforts” public offering with a single institutional investor for the purchase and sale of 86,250 Ordinary Shares, pre-funded warrants to purchase up to 538,750 Ordinary Shares and warrants to purchase up to 625,000 Ordinary Shares, at a combined offering price of $4.00 per share and accompanying warrant and a combined offering price of $3.9996 per pre-funded warrant and warrant.
On January 30, 2025, we closed a “reasonable best efforts” public offering with the Holder for the purchase and sale of 28,750 Ordinary Shares, pre-funded warrants to purchase up to 179,583 Ordinary Shares and warrants to purchase up to 208,333 Ordinary Shares, at a combined offering price of $12.00 per share and accompanying warrant and a combined offering price of $11.9988 per pre-funded warrant and warrant.
Year Ended December 31, U.S. dollars in thousands 2024 2023 Revenues $ 522 $ 82 Cost of revenues $ (437 ) $ (62 ) Gross Profit 85 20 Research and development expenses, net $ (2,964 ) $ (3,316 ) Sales and marketing expenses, net $ (2,096 ) $ (2,008 ) General and administrative expenses $ (2,845 ) $ (2,882 ) Operating loss $ (7,820 ) $ (8,186 ) Finance (expense) income, net $ (52 ) $ 372 Loss before tax expenses $ (7,872 ) $ (7,814 ) Tax expenses $ (7 ) - Net loss and the total comprehensive loss $ (7,879 ) $ (7,814 ) Revenues Revenues increased by approximately $ 440 thousand, or 537 %, to approximately $ 522 thousand for the year ended December 31, 2024, from approximately $82 thousand for the year ended December 31, 2023.
Year Ended December 31, U.S. dollars in thousands 2025 2024 Revenues $ 647 $ 522 Cost of revenues $ (594 ) $ (362 ) Impairment of product sales inventory $ (201 ) $ (75 ) Gross Profit (Loss) (148 ) 85 Research and development expenses, net $ (3,504 ) $ (2,964 ) Sales and marketing expenses, net $ (1,850 ) $ (2,096 ) General and administrative expenses $ (2,830 ) $ (2,845 ) Operating loss $ (8,332 ) $ (7,820 ) Finance (expense) income, net $ 230 $ (52 ) Loss before tax expenses $ (8,102 ) $ (7,872 ) Tax expenses $ (5 ) (7 ) Net loss and the total comprehensive loss $ (8,107 ) $ (7,879 ) Revenues Revenues increased by approximately $125 thousand, or 24%, to approximately $647 thousand for the year ended December 31, 2025, from approximately $522 thousand for the year ended December 31, 2024.
The Credit Facility Agreement also provided that from July 4, 2022 to, June 30, 2024, Pure Capital would serve as our strategic consultant in connection with any offering or financing transaction of our company, each in excess of $5,000,000, in exchange for a per offering and/or transaction fee of $100,000 for the closing(s) of any such offering. 59 On February 16, 2023, we issued an aggregate of 2,114 Ordinary Shares to certain investors in our April 2021 financing pursuant to certain provisions in our agreements with such investors as a result of issuing Ordinary Shares at a price lower than the price they had paid for their Ordinary Shares.
The Credit Facility Agreement also provided that from July 4, 2022 to, June 30, 2024, Pure Capital would serve as our strategic consultant in connection with any offering or financing transaction of our company, each in excess of $5,000,000, in exchange for a per offering and/or transaction fee of $100,000 for the closing(s) of any such offering.
Public Offering Expenses Public offering expenses consist of professional service fees relating to a firm commitment underwritten initial public offering we closed on September 15, 2022. 56 Financial Income and Expense Financial income mainly consists of interest on deposits while financial expenses consist of interest on convertible promissory note, bank charges and net currency exchange rates differences .
General and Administrative Expenses General and administrative expenses consist primarily of labor cost, professional service fees and facilities. 57 Financial Income and Expense Financial income mainly consists of interest on deposits while financial expenses consist of interest on convertible promissory note, bank charges and net currency exchange rates differences.
The increase was primarily due to an increase in advertising expenses in 2024. 57 General and administrative expenses General and administrative expenses decreased by approximately $37 thousand, or 1.3%, to approximately $2,845 thousand for the year ended December 31, 2024, from approximately $2,882 thousand for the year ended December 31, 2023.
This decrease was partially offset by an increase in share-based compensation expenses of approximately $136 thousand. 58 General and administrative expenses General and administrative expenses decreased by approximately $15 thousand, to approximately $2,830 thousand for the year ended December 31, 2025, from approximately $2,845 thousand for the year ended December 31, 2024.
We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer. A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year. Each Mudra Inspire development kit sale also has multiple performance obligations.
A pilot transaction has multiple performance obligations, and it generally takes a few months but less than one year. Each Mudra Development Kit sale also has multiple performance obligations. The payment terms of the Mudra Development Kit sales are upon delivery of the hardware, while the payment terms of the pilot transactions are within the pilot period.
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for orders and we have started shipping the Mudra Link to customers in the first quarter of 2025.
We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer. Our universal gesture control wearable wristband, the Mudra Link, was launched in September 2024, and we commenced deliveries to customers in the first quarter of 2025.
Net cash provided by financing activities Cash provided by financing activities during the year ended December 31, 2024 totaled approximately $6.7 million, mainly due to proceeds of approximately $4.4 million, net from issuance of shares pursuant to the SEPA (as defined below), $0.8 million, net from issuance of a convertible promissory note and approximately $1.6 million proceeds from a public offering, net of issuance cost.
Net cash provided by financing activities Cash provided by financing activities during the year ended December 31, 2025 totaled approximately $20.9 million, mainly due to proceeds of approximately $13.34 million, net from issuance of ordinary shares and ordinary shares equivalents pursuant to certain securities purchase agreements (as defined below), and $8.37 million from the issuance of shares pursuant to certain warrant inducement letter agreements (as described below), partially offset by repayment of convertible promissory notes of approximately $770 thousand.
This decrease was partially offset by a decrease in IIA participation of approximately $322 thousand. Sales and marketing expenses, net Sales and marketing expenses, net increased by approximately $88 thousand, or 4%, to approximately $2,096 thousand for the year ended December 31, 2024, from approximately $2,008 thousand for the year ended December 31, 2023.
Sales and marketing expenses, net Sales and marketing expenses, net decreased by approximately $246 thousand, or 12%, to approximately $1,850 thousand for the year ended December 31, 2025, from approximately $2,096 thousand for the year ended December 31, 2024.
The payment terms of the Mudra Development Kit sales are upon delivery of the hardware, while the payment terms of the pilot transactions are within the pilot period. In those transactions, each obligation- hardware and API (for Mudra Development Kit) and tailor-made software application and technical support (for a pilot transaction) - is distinct and separately identifiable.
A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year. Each Mudra Inspire development kit sale also has multiple performance obligations. In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable.
The decrease was primarily due to a decrease in directors and officers’ insurance costs. Finance income (expense), net Finance expense, net was approximately $52 thousand for the year ended December 31, 2024, compared to finance income, net of approximately $372 thousand for the year ended December 31, 2023.
Finance income (expense), net Finance income, net was approximately $230 thousand for the year ended December 31, 2025, compared to finance expenses, net of approximately $52 thousand for the year ended December 31, 2024. Finance income, net in 2025 was primarily due to interest income on short-term bank deposits, partially offset by amortization of debt discount.
We record an appropriate provision for such refunds. Revenue derived from freight charges is considered as a separate performance obligation recognized when the related product revenue is recognized. A pilot transaction has multiple performance obligations, and it generally takes a few months but less than one year. Each Mudra Development Kit sale also has multiple performance obligations.
We allow return and refund of Mudra Band and Mudra Link within 30 days from the date of delivery. We record an appropriate provision for such refunds. Revenue derived from freight charges is considered as a separate performance obligation recognized when the related product revenue is recognized.
Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. As of December 31, 2024, the Company had incurred accumulated losses of $29.1 million and expects to continue to fund its operations through issuances of Ordinary Shares and warrants, convertible securities, and through Israeli governmental grants.
As of December 31, 2025, the Company had incurred accumulated losses of $37.2 million and expects to continue to fund its operations mainly through issuances of Ordinary Shares and warrants, convertible securities, and through Israeli governmental grants. There is no assurance that such financing will be obtained.
Results of Operations- Comparison of the years ended December 31, 2024 and December 31, 2023- Research and Development Expenses, net.” D. Trend information As of March 19, 2025, we employed 25 full-time employees (including one employee located in Lithuania and one employee located in the United States), and nine part-time employees.
Results of Operations- Comparison of the years ended December 31, 2025 and December 31, 2024- Research and Development Expenses, net.” D.
The decrease was primarily due to a decrease of approximately $171 thousand in labor costs, a decrease in materials expenses of approximately $302 thousand, a decrease in subcontractors expenses of approximately $182 thousand and a decrease in travel expenses of approximately $89 thousand, due to a decrease in transition costs from development to production.
The increase was primarily due to an increase of approximately $490 thousand in share-based compensation expense and an increase in labor costs of approximately $32 thousand. This increase was partially offset by a decrease in transition costs from development to production of approximately $141 thousand and a decrease in IIA participation of approximately $130 thousand.
The IIA approved extension of the program until April 30, 2024. The approved program is in the amount of approximately $900 thousand, of which the IIA will finance 60%. We also have off-balance sheet arrangements in connection with our sales and marketing agreement with the IMEI.
The grant received under the program is subject to the payment of royalties to the IIA, contingent upon future revenues derived from the program, in accordance with the terms of the approval. 64 We also have off-balance sheet arrangements in connection with our sales and marketing agreement with the IMEI.
Removed
The increase was mainly due to an increase in costs of goods and manufacturing costs as a result of an increase in sales of our B2C Mudra Bands.
Added
The increase was primarily due to the increase in revenues from B2C customers and additional logistic costs. Impairment of product sales inventory During the year ended December 31, 2025, the total impairment of product sales inventory was $201 thousand as compared to $75 thousand during the year ended December 31, 2024.
Removed
Cash used in operating activities was partially offset by non-cash adjustments of approximately $ 458 thousand and approximately $196 thousand during the years ended December 31, 2024 and 2023, respectively.
Added
The increase in impairment of product sales inventory was mainly due to the write-off of $107 thousand of obsolete inventory and increased inventory provision write-offs of an additional $94 thousand.
Removed
We do not have any remaining obligation to issue additional securities to such investors. In June 2023, we issued an additional 9,052 Ordinary Shares upon the exercise of Warrants at an exercise price of $160.00 per share for aggregate proceeds of $1.4 million.
Added
The decrease was primarily due to a decrease in labor costs of approximately $290 thousand due to the termination of employment of our former Executive Vice President of U.S. Operations at the end of 2024 and a decrease in consulting expenses of approximately $129 thousand.
Removed
On November 13, 2023, we closed a public offering with gross proceeds to the Company of $2.0 million, before deducting underwriting discounts and other expenses paid by the Company, and net proceeds of approximately $1.7 million after such discounts and expenses. The offering consisted of 55,555 ordinary shares priced to the public at $36.00 per share.
Added
The decrease was primarily due to a decrease in professional services expenses of approximately $327 thousand and a decrease in insurance expenses of approximately $63 thousand. This decrease was partially offset by an increase in share-based compensation expenses of approximately $291 thousand and an increase in labor costs of approximately $93 thousand.
Removed
This facility comprises approximately 732 square meters, or 7,880 square feet of space. We have leased this office since February 1, 2023 and on January 31, 2025 we exercised an option to extend the lease for an additional 12 months period.
Added
We expect to continue to fund our operations through fundings such as issuances of ordinary shares and warrants, convertible securities, and through Israeli governmental grants. There is no assurance that such financings will be obtained.
Removed
Our monthly rent payment for this facility was NIS 57,794 (approximately $16,000) during the first lease year and increased to NIS 72,722 (approximately $20,000) during the second lease year.
Added
This reverse share split adjusted the number of issued and outstanding Ordinary Shares of the Company from approximately 3,939,911 Ordinary Shares to approximately 1,029,649 Ordinary Shares and the number of warrants from 393,043 warrants to 98,589 warrants. On September 9, 2025, our board of directors approved an increase of the Company’s authorized share capital by 450,000,000 ordinary shares.
Removed
We are currently negotiating the monthly rent payment for the extended lease period, which according to the terms of the lease agreement, may be increased up to 10% as compared to the second lease year. We have off-balance sheet arrangements in connection with our research and development agreements with the IIA.
Added
This increase was subsequently approved by the Company’s shareholders on October 24, 2025. Following these approvals, the Company’s authorized share capital increased to 500,000,000 ordinary shares.
Removed
We have two sub-contractors located in India, performing front-end software application development.
Added
In addition, following approval by our shareholders in February 2026, after market close on March 6, 2026, we announced an additional reverse share split of our issued and outstanding Ordinary Shares, at a ratio of 1-for-3, which became effective on March 11, 2026.
Removed
We intend to maintain this number of employees and expenses during 2025, mainly to support our business development activities, the continuous research and development activity of our Mudra technology, and to manufacture the Mudra Band, which includes the purchase of components, manufacturing of components, and assembly of the product.
Added
As a result of the reverse share split, every three Ordinary Shares were consolidated into one Ordinary Share, and every three tradable warrants were consolidated into one warrant. In addition, the exercise price of each underlying warrant was proportionately adjusted.
Removed
We generate revenues from the sales of B2C Mudra Band, sales of B2B Mudra Development Kits and sales of pilot transactions. The Mudra Band is an aftermarket accessory band for the Apple Watch which allows touchless operation and control of the watch and iPhone by using an app, which is considered combined with the band as one performance obligation.
Added
Our Ordinary Shares began trading on the Nasdaq Capital Market on a post-reverse split basis at the open of the market on March 11, 2026. The implementation of the reverse share split did not amend our registered share capital under our amended and restated articles of association, as currently in effect, which consists of 500,000,000 Ordinary Shares.
Added
On April 30, 2025, we closed an inducement transaction pursuant to an inducement offer letter agreement, or the April 2025 Inducement Letter, entered into on April 29, 2025, with the Holder regarding certain of our existing warrants to purchase Ordinary Shares.
Added
The existing warrants consisted of (i) the November 2024 Warrants and (ii) the January 2025 Warrants, or the Existing Warrants. Pursuant to the April 2025 Inducement Letter, the Holder exercised for cash its Existing Warrants to purchase an aggregate of 276,833 Ordinary Shares at a reduced exercise price of $4.35 per Ordinary Share.
Added
We received aggregate gross proceeds of approximately $1.2 million, before deducting placement agent fees and other offering expenses. In consideration for the immediate exercise of the Existing Warrants, we issued 553,667 warrants to purchase up to 553,667 Ordinary Shares at an exercise price of $4.35 per share, or the April 2025 Warrants.
Added
The April 2025 Warrants were immediately exercisable upon issuance and will expire five years from issuance. On August 7, 2025, we closed an inducement transaction pursuant to an inducement offer letter agreement, or the August 2025 Inducement Letter, entered into on August 6, 2025, with the Holder to purchase the Ordinary Shares underlying the April 2025 Warrants.
Added
Pursuant to the August 2025 Inducement Letter, the Holder exercised for cash the April 2025 Warrants to purchase an aggregate of 553,667 Ordinary Shares at an exercise price of $4.35 per Ordinary Share. We received aggregate gross proceeds of approximately $2.4 million, before deducting fees and other offering expenses.
Added
In consideration for the immediate exercise of the April 2025 Warrants, we agreed to issue 1,107,333 warrants to purchase up to 1,107,333 Ordinary Shares at an exercise price of $5.13 per share, or the August 2025 Warrants. The issuance of the August 2025 Warrants was subject to approval by our shareholders, which was obtained on October 24, 2025.
Added
The August 2025 Warrants were exercisable immediately upon shareholder approval and expire five years from the date of shareholder approval. 62 On September 12, 2025, we closed a registered direct offering with the Holder for the issuance and sale of 146,667 Ordinary Shares, and pre-funded warrants to purchase up to 186,666 Ordinary Shares, and a concurrent private placement for the sale of warrants to purchase up to 333,333 Ordinary Shares, at an offering price of $12.00 per Ordinary Share and an offering price of $11.997 per pre-funded warrant.
Added
We received aggregate gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The warrants issued pursuant to the concurrent private placement, or the September 12 Warrants, had an exercise price of $12.00 per Ordinary Share, were immediately exercisable and would expire five years following the date of issuance.
Added
Following the closing of the private placement on October 30, 2025 and after obtaining shareholder approval on February 19, 2026, the exercise price of these warrants was reduced to $8.01 per share. The September 12 Warrants will expire five years from the date of shareholder approval.

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Item 6. [Reserved]

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

66 edited+25 added−8 removed147 unchanged
Biggest changeIn addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
Biggest changeIn addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company. 83 In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO.
Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the IPO.
For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service.
For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service.
Board Practices-Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; ● establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Management-Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director, if applicable. 72 Our board of directors has adopted an audit committee charter setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.
Board Practices-Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; ● establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Management-Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director, if applicable. 75 Our board of directors has adopted an audit committee charter setting forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq rules (in addition to the requirements for such committee under the Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.
Regulations promulgated pursuant to the Companies Law provide that a director in a public company whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation criteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent” director pursuant to the Companies Law provided: (i) he or she has not served as a director for more than nine consecutive years; (ii) he or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Companies Law and the regulations promulgated thereunder.
The Exemptions Regulations provide that a director in a public company whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation criteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent” director pursuant to the Companies Law provided: (i) he or she has not served as a director for more than nine consecutive years; (ii) he or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Companies Law and the regulations promulgated thereunder.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 79 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 82 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Mualem served as a controller and Chief Financial Officer of hi-tech companies, and as an audit manager at Somekh Chaikin, a member firm of KPMG International . Mr. Mualem holds a B.A. degree in Accounting and Economics from Tel Aviv University and is a licensed CPA (Israel). 64 Tamar Fleisher, Chief Operating Officer Ms.
Mualem served as a controller and Chief Financial Officer of hi-tech companies, and as an audit manager at Somekh Chaikin, a member firm of KPMG International. Mr. Mualem holds a B.A. degree in Accounting and Economics from Tel Aviv University and is a licensed CPA (Israel). Tamar Fleisher, Chief Operating Officer Ms.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 81 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 84 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
However, under the Exemptions Regulations, the board of directors of an Israeli company whose shares are listed outside of Israel, shall convene a special general meeting of shareholders at the request of: (i) one or more shareholders holding at least ten percent (10%) of the issued and outstanding share capital instead of five (5%) in the past, and at least one percent (1%) of the voting rights in the company, or (ii) one or more shareholders holding at least ten percent (10%) of the voting rights in the company, unless the applicable law incorporated in the country in which the company is listed for trade, establishes a right to demand convening of such a meeting for those holding less than ten percent (10%) of the voting rights in the company (in which case, the Non Exempted Holding shall apply). 69 Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise.
However, under the Exemptions Regulations, the board of directors of an Israeli company whose shares are listed outside of Israel, shall convene a special general meeting of shareholders at the request of: (i) one or more shareholders holding at least ten percent (10%) of the issued and outstanding share capital instead of five (5%) in the past, and at least one percent (1%) of the voting rights in the company, or (ii) one or more shareholders holding at least ten percent (10%) of the voting rights in the company, unless the applicable law incorporated in the country in which the company is listed for trade, establishes a right to demand convening of such a meeting for those holding less than ten percent (10%) of the voting rights in the company (in which case, the Non Exempted Holding shall apply). 72 Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise.
A less significant portion of the chairman’s and/or the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the chairman’s or the Chief Executive Officer’s respective overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria. 75 The equity-based compensation under our amended and restated compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
A less significant portion of the chairman’s and/or the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the chairman’s or the Chief Executive Officer’s respective overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria. 78 The equity-based compensation under our amended and restated compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
Such indemnification agreements provide the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance. 78 Exemption Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exemption is included in its articles of association.
Such indemnification agreements provide the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance. 81 Exemption Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exemption is included in its articles of association.
However, in Israel, we are subject to certain Israeli Labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office, and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement. 83 E.
However, in Israel, we are subject to certain Israeli Labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office, and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement. 86 E.
Remez holds a M.Sc with excellence (magna cum laud) in Mathematics and Computer Science from the Tel Aviv University. 65 Eli Bachar, Director Mr. Eli Bachar has served as our director since 2016. From 2013 to 2021, Mr. Bachar is a serial investor. He was a director of Xjet3D from 2014 to 2021. From 2015 to 2019, Mr.
Remez holds a M.Sc with excellence (magna cum laud) in Mathematics and Computer Science from the Tel Aviv University. 68 Eli Bachar, Director Mr. Eli Bachar has served as our director since 2016. From 2013 to 2021, Mr. Bachar is a serial investor. He was a director of Xjet3D from 2014 to 2021. From 2015 to 2019, Mr.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to: (a) who may not be a member of the committee; and (b) who may not be present during committee deliberations as described above. 73 However, under the Exemptions Regulations, a company with no controlling shareholder might be exempted from certain obligations mentioned above.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to: (a) who may not be a member of the committee; and (b) who may not be present during committee deliberations as described above. 76 However, under the Exemptions Regulations, a company with no controlling shareholder might be exempted from certain obligations mentioned above.
Section 102 options may either be subject to a capital gains track or ordinary income track, as elected and designated by us. 82 Our board of directors has the discretion to determine the terms of the options for each option grant, including the exercise price and vesting dates of the options.
Section 102 options may either be subject to a capital gains track or ordinary income track, as elected and designated by us. 85 Our board of directors has the discretion to determine the terms of the options for each option grant, including the exercise price and vesting dates of the options.
In addition, external directors must meet stringent standards of independence as set forth in the Companies Law, including regulations regarding: limitations on the duration of the term of office of the external directors, limitations on compensation terms, etc. 70 Under regulations promulgated under to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
In addition, external directors must meet stringent standards of independence as set forth in the Companies Law, including regulations regarding: limitations on the duration of the term of office of the external directors, limitations on compensation terms, etc. 73 However, under the Exemptions Regulations, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. 71 Committees of the Board of Directors Our board of directors has three standing statutory committees, the audit committee, the compensation committee and the Financial Statement Examination Committee.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. 74 Committees of the Board of Directors Our board of directors has three standing statutory committees, the audit committee, the compensation committee and the Financial Statement Examination Committee.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.699 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.45 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
Our board of directors has established an audit committee, compensation committee, and a financial statement examination committee. 68 Our amended and restated articles of association provide for a split of the board of directors into three classes with staggered three-year terms (excluding external directors, if applicable).
Our board of directors has established an audit committee, compensation committee, and a financial statement examination committee. 71 Our amended and restated articles of association provide for a split of the board of directors into three classes with staggered three-year terms (excluding external directors, if applicable).
Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person. 77 We maintain directors’ and officers’ liability insurance currently providing for a total coverage of $7.5 million for the benefit of all of our directors and officers, with an annual premium of $190,000, which expires on September 11, 2025.
Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person. 80 We maintain directors’ and officers’ liability insurance currently providing for a total coverage of $7.5 million for the benefit of all of our directors and officers, with an annual premium of $140,000, which expires on September 11, 2026.
Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6.C.
Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under the Companies Law); ● establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6.C.
The compensation policy must furthermore consider the following additional factors: ● the education, skills, expertise and accomplishments of the relevant director or executive; ● the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her; ● the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company; ● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and ● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company The compensation policy must also include the following principles: ● with the exception of office holders who report directly to the chief executive officer, the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation. 74 The compensation policy must also consider appropriate incentives from a long-term perspective.
The compensation policy must furthermore consider the following additional factors: ● the education, skills, expertise and accomplishments of the relevant director or executive; ● the office holders’ roles and responsibilities and prior compensation agreements with him or her; ● the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company; ● the relationship between the cost of the terms offered and the cost of the compensation of the company’s personnel; ● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and ● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company The compensation policy must also include the following principles: ● with the exception of office holders who report directly to the chief executive officer, the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of payment, or, for equity-based variable compensation not settled in cash, the ceiling for the value at the time of grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation. 77 The compensation policy must also consider appropriate incentives from a long-term perspective.
Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2024.
Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2025.
Our compensation committee reviews and recommends to our board of directors (and in accordance with the provisions of our amended and restated compensation policy): with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Our compensation committee reviews and recommends to our board of directors (and in accordance with the provisions of our amended and restated compensation policy): with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; (6) any other benefits, compensation, compensation policies or arrangements; and (7) actions, if any, under our clawback policy.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period. 66 All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2024.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period. 69 All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2025.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2024.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly executive compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2025.
Share Option Plan In September 2015, our board of directors adopted the 2015 Plan, pursuant to the provisions of the Israeli Income Tax Ordinance, or the Tax Ordinance. Following several amendments, our board of directors currently has the discretion to grant options to purchase Ordinary Shares from a pool of up to 39,857 Ordinary Shares.
Share Option Plan In September 2015, our board of directors adopted the 2015 Plan, pursuant to the provisions of the Israeli Income Tax Ordinance, or the Tax Ordinance. Following several amendments, our board of directors currently has the discretion to grant options to purchase Ordinary Shares from a pool of up to 4,346 Ordinary Shares.
Board Practices Our board of directors presently consists of five members. Our amended and restated articles of association provide that the number of board of directors’ members (including external directors, if applicable) shall be set by our board of directors provided that it will consist of not less than three and not more than twelve.
Our amended and restated articles of association provide that the number of board of directors’ members (including external directors, if applicable) shall be set by our board of directors provided that it will consist of not less than three and not more than twelve.
(5) Class II directors shall hold office until the annual general meeting to be held in 2027 and until their successors shall have been elected and qualified. (6) Class III directors shall hold office until the annual general meeting to be held in 2025 and until their successors shall have been elected and qualified.
(5) Class II directors shall hold office until the annual general meeting to be held in 2027 and until their successors shall have been elected and qualified.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exemption, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
The compensation policy (subject to certain exemptions) must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exemption, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our amended and restated compensation policy is designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
Our amended and restated compensation policy, with the most recent amendment in February 2026, is designed to promote our long-term goals, work plan and policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
The board of directors has initially authorized the issuance of up to 57,132 Ordinary Shares under the GEIP, which reflects 20% of our issued and outstanding share capital as of August 14, 2024.
The board of directors has initially authorized the issuance of up to 19,044 Ordinary Shares under the GEIP, which reflects 20% of our issued and outstanding share capital as of August 14, 2024.
The ESPP currently provides that there will be at least one offering in any consecutive 12-month period. There have been no issuances under the ESPP as of March 19, 2025.
The ESPP currently provides that there will be at least one offering in any consecutive 12-month period. There have been no issuances under the ESPP as of March 11, 2026.
D. Employees As of March 19, 2025, we employed 25 full-time employees (including one employee located in Lithuania and one employee located in the United States), and nine part-time employees. In addition, we have two sub-contractors located in India, performing front end software application development. The majority of our employees are located in Israel.
D. Employees As of March 11, 2026, we employed 35 full-time employees (including one employee located in Lithuania and one employee located in the United States), and nine part-time employees. In addition, we have two sub-contractors located in India, performing front end software application development. The majority of our employees are located in Israel.
Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 19, 2025: Name Age Position Class Asher Dahan 47 Chief Executive Officer, Chairman of the Board of Directors Class III (6) Alon Mualem 57 Chief Financial Officer N/A Tamar Fleisher 44 Chief Operating Officer N/A Guy Wagner 47 Chief Scientific Officer, President and Director Class III (6) Leeor Langer 43 Chief Technology Officer N/A Shmuel Barel 49 Chief Marketing Officer N/A Offir Remez 54 Executive Vice President of Business Development N/A Eli Bachar (1)(2)(3) 42 Director Class II (5) Yaacov Goldman (1)(2)(3) 69 Director Class II (5) Ilana Lurie (1)(2)(3) 52 Director Class I (4) (1) Member of the Compensation Committee (2) Member of the Audit Committee and Financial Statement Examination Committee (3) Independent Director (as defined under Nasdaq Stock Market rules) (4) Class I directors shall hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected and qualified.
Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 11, 2026: Name Age Position Class Asher Dahan 48 Chief Executive Officer, Chairman of the Board of Directors Class III (6) Alon Mualem 58 Chief Financial Officer N/A Tamar Fleisher 45 Chief Operating Officer N/A Guy Wagner 48 Chief Scientific Officer, President and Director Class III (6) Leeor Langer 44 Chief Technology Officer N/A Shmuel Barel 50 Chief Marketing Officer N/A Offir Remez 55 Executive Vice President of Business Development N/A Eli Bachar (1)(2)(3) 43 Director Class II (5) Ilana Lurie (1)(2)(3) 53 Director Class I (4) Kobbi Nir (1)(2)(3) 48 Director Class II (5) (1) Member of the Compensation Committee (2) Member of the Audit Committee and Financial Statement Examination Committee (3) Independent Director (as defined under Nasdaq Stock Market rules) (4) Class I directors shall hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected and qualified.
The compensation committee is responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● administering the Company’s clawback policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval.
The compensation committee is responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● administering the Company’s clawback policy; ● determining whether the limited conditions exist which would allow for the compensation terms of a candidate for the position of the chief executive officer not to be brought for approval by the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval.
Joint Committee In accordance with the provisions of the Companies Law and the regulations promulgated pursuant to it and under certain conditions, an Israeli company may unite its audit committee, the compensation committee and the financial statement examination committee into one committee, or the Joint Committee.
Our compensation committee is part of our Joint Committee, as further described below. Joint Committee In accordance with the provisions of the Companies Law and the regulations promulgated pursuant to it and under certain conditions, an Israeli company may unite its audit committee, the compensation committee and the financial statement examination committee into one committee, or the Joint Committee.
In addition, our amended and restated compensation policy contains compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our amended and restated compensation policy) and allows us to exempt, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.
In addition, our amended and restated compensation policy, as well as our clawback policy which was adopted on December 1, 2023, contain compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, will enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our amended and restated compensation policy) and allows us to exempt, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.
The options have expiration dates ranging from December 2027 to August 2033; (vi) options granted to Asher Dahan to purchase 1,000 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from December 2027 to August 2033; (iv) options granted to Asher Dahan to purchase 333 Ordinary Shares under the 2015 Plan.
Guy Wagner and Mr. Leeor Langer in March 2014. From 2013 to 2015, Mr. Dahan worked as Electrical Validation Manager at Intel Haifa, Israel. He worked for Intel Haifa, Israel from 2006 to 2012 as Technical Leader and Engineer for High Speed Interfaces. Mr. Dahan has a BSc. in Electrical Engineering from Ort Braude College. Mr.
Dahan worked as Electrical Validation Manager at Intel Haifa, Israel. He worked for Intel Haifa, Israel from 2006 to 2012 as Technical Leader and Engineer for High Speed Interfaces. Mr. Dahan has a BSc. in Electrical Engineering from Ort Braude College. Mr.
For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
(2) Yaacov Goldman resigned as a director, effective January 31, 2026. For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis.
Salary, bonuses and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 11 (2) persons as of December 31, 2024 $ 1,642,962 $ 365,014 $ 90,484 (1) Includes: (i) options granted to Alon Mualem to purchase 1,500 Ordinary Shares under the Wearable Devices Ltd. 2015 Share Option Plan, as amended, or the 2015 Plan.
Salary, bonuses and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 10 (2) persons as of December 31, 2025 $ 1,654 $ 304 $ 704 (1) Includes: (i) options granted to Alon Mualem to purchase 500 Ordinary Shares under the Wearable Devices Ltd. 2015 Share Option Plan, as amended, or the 2015 Plan.
The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company. 76 On December 15, 2022, our board of directors appointed Mr.
The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company.
Also on August 15, 2024, the board of directors approved the Company’s 2024 Employee Stock Purchase Plan, or the ESPP, which provides for the issuance of up to 62,500 Ordinary Shares and includes an Annex that governs the grants of awards to employees who are Israeli residents.
Additional 493,336 Ordinary Shares are reserved for future issuance under the GEIP. Also on August 15, 2024, the board of directors approved the Company’s 2024 Employee Stock Purchase Plan, or the ESPP, which provides for the issuance of up to 20,833 Ordinary Shares and includes an Annex that governs the grants of awards to employees who are Israeli residents.
Asher Dahan, Chief Executive Officer, Chairman of the Board of Directors Mr. Asher Dahan has served as our director since March 2014 and as our Chief Executive Officer and as acting Chief Financial Officer since March 2016 and as the chairman of our board of directors since March 6, 2022. Mr. Dahan founded our company together with Mr.
Asher Dahan has served as our director since March 2014 and as our Chief Executive Officer and as acting Chief Financial Officer since March 2016 and as the chairman of our board of directors since March 6, 2022. Mr. Dahan founded our company together with Mr. Guy Wagner and Mr. Leeor Langer in March 2014. From 2013 to 2015, Mr.
On December 20, 2024, the board of directors approved that the updated number of Ordinary Shares reserved for the GEIP will be 141,492, which reflects 20% of our issued and outstanding share capital as of December 18, 2024.
On December 20, 2024, the board of directors approved that the updated number of Ordinary Shares reserved for the GEIP will be 47,164, which reflects 20% of our issued and outstanding share capital as of December 18, 2024. On September 9, 2025, the board of directors approved the increase of the shares reserved under the GEIP.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60, (v) options granted to Shmuel Barel to purchase 2,090 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.72 to $316.80, (iii) options granted to Shmuel Barel to purchase 697 Ordinary Shares under the 2015 Plan.
Nasdaq Requirements for Compensation Committee Under the Nasdaq rules, we are required to maintain a compensation committee consisting of at least two members, each of whom are independent. As noted above, the members of our compensation committee include Mr. Eli Bachar, Mr. Yaacov Goldman, and Ms.
Nasdaq Requirements for Compensation Committee Under the Nasdaq rules, we are required to maintain a compensation committee consisting of at least two members, each of whom are independent. The members of our compensation committee include Mr. Eli Bachar, Ms. Ilana Lurie and Mr. Kobbi Nir, each of whom is “independent,” as such term is defined under Nasdaq rules.
(3) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the rate of NIS 3.699 per $1.00 (the average exchange rate in 2024). (4) Mr. Barry Kaplan’s employment agreement was terminated, effective December 31, 2024. 67 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers.
(3) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the rate of NIS 3.45 per $1.00 (the average exchange rate in 2025). 70 Employment Agreements with Executive Officers We have entered into written employment agreements with each of our executive officers.
The options have expiration dates ranging from August 2033 to September 2034 with exercise prices ranging from $105.60 to $34.32; (vii) options granted to Leeor Langer to purchase 375 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from August 2033 to September 2034 with exercise prices ranging from $102.96 to $316.80; (vi) options granted to Leeor Langer to purchase 125 Ordinary Shares under the 2015 Plan.
For a description of the terms of our options and option plans, see “Item 6.C. Board Practices - Share Option Plan ” below. Directors’ Service Contracts Other than with respect to our directors who are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his employment with our company. C.
Directors’ Service Contracts Other than with respect to our directors who are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his employment with our company. C. Board Practices Our board of directors presently consists of five members.
The GEIP will continue for a term of ten years from the date of adoption by the board of directors, or until August 14, 2034, unless terminated earlier. As of March 19, 2025, we have granted certain employees, directors and consultants 131,375 RSUs under the GEIP. Additional 10,117 Ordinary Shares are reserved for future issuance under the GEIP.
The GEIP will continue for a term of ten years from the date of adoption by the board of directors, or until August 14, 2034, unless terminated earlier. As of March 11, 2026, we have granted certain employees, directors and consultants 803,709 RSUs and 10,000 options under the GEIP.
The options have expiration dates ranging from August 2033 to September 2034 with exercise prices ranging from $105.60 to $34.32; (vii) options granted to Guy Wagner to purchase 1,000 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from August 2033 to September 2034 with exercise prices ranging from $102.96 to $316.80; (v) options granted to Guy Wagner to purchase 333 Ordinary Shares under the 2015 Plan.
The duties of the compensation committee will include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of office holders, to which we refer as a compensation policy. Such policy was adopted by our board of directors and was approved by the shareholders (see “Management-Board Practices-Approval of Related Party Transactions under Israeli law”).
The duties of the compensation committee will include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of office holders, to which we refer as a compensation policy. Such policy was adopted by our board of directors, after considering the recommendations of the Company’s compensation committee.
The options expire in August 2033 and have an exercise price of $105.60; (vii) options granted to Yaacov Goldman to purchase 250 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $105.60; (vii) options granted to Ilana Lurie to purchase 250 Ordinary Shares under the 2015 Plan.
The options expire in August 2033 and have an exercise price of $316.80; (viii) options granted to Ilana Lurie to purchase 83 Ordinary Shares under the 2015 Plan. The options expire in August 2033 and have an exercise price of $316.80; (ix) options granted to Eli Bachar to purchase 852 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60; (ii) options granted to Barry Kaplan (a former director) to purchase 3,180 Ordinary Shares under the 2015 Plan.
The options have expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.72 to $316.80; (ii) options granted to Offir Remez to purchase 654 Ordinary Shares under the 2015 Plan.
As of March 19, 2025, the Company met such conditions and therefore formed a Joint Committee. The members of our Joint Committee consist of Mr. Eli Bachar, Mr. Yaacov Goldman and Ms. Ilana Lurie. As of March 17, 2025, Ms. Lurie serves as the chairwoman of the Joint Committee.
As of March 17, 2025, the Company met such conditions and therefore formed a Joint Committee. The members of our Joint Committee consist of Mr. Eli Bachar, Ms. Ilana Lurie and Mr. Kobbi Nir, each of whom is “independent,” as such term is defined under Nasdaq rules. As of March 11, 2026, Ms.
The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to our audit committee. External Directors Under the Companies Law, a public company incorporated in Israel is required to appoint two external directors to serve on its board of directors.
The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to our audit committee.
As noted above, the members of our audit committee are each “independent,” as such term is defined in under Nasdaq rules. All members of our audit committee meet the requirements for financial literacy under the Nasdaq rules. Our board of directors has determined that Mr.
All members of our audit committee meet the requirements for financial literacy and “independence” under the Nasdaq rules. Our board of directors has determined that Ms. Ilana Lurie and Mr. Kobbi Nir are audit committee financial experts as defined by the SEC rules and have the requisite financial experience as defined by the Nasdaq rules.
In addition, a majority of the members of the audit committee of a publicly traded company must be independent directors under the Companies Law.
Such exemptions include, among others, an exemption from the prohibition to appoint the individuals listed above as members of the audit committee. We elected to adopt such exemptions. In addition, a majority of the members of the audit committee of a publicly traded company must be independent directors under the Companies Law.
Bachar holds a BA in Business Administration and Management from the Reichman University (previously known as IDC Herzliya). Yaacov Goldman, Director Mr. Yaacov Goldman has served as one of our directors since September 2022. He provides consulting services to companies in strategic-financial areas, through his wholly owned company, Maanit-Goldman Management & Investments (2002) Ltd. Mr.
Bachar holds a BA in Business Administration and Management from the Reichman University (previously known as IDC Herzliya). Ilana Lurie, Director Ms. Ilana Lurie has served as our director since September 2022. Ms.
Executive Officer Salary, Bonuses and Related Benefits (1)(3) Social Benefits and Perquisite (3) Share-Based Compensation (2) Total (3) Asher Dahan $ 205,395 $ 56,881 $ 4,594 $ 266,870 Guy Wagner $ 205,395 $ 55,899 $ 4,594 $ 265,888 Leeor Langer $ 205,395 $ 56,357 $ 12,538 $ 274,290 Alon Mualem $ 186,271 $ 53,445 $ 27,724 $ 267,440 Barry Kaplan (4) $ 254,167 $ 47,358 $ 6,032 $ 307,557 (1) Represents the directors’ and senior management’s gross salary plus payment of mandatory social benefits made by the company on behalf of such persons.
Executive Officer Salary, Bonuses and Related Benefits (1)(3) Social Benefits and Perquisite (3) Share-Based Compensation (2) Total (3) Asher Dahan $ 274 $ 56 $ 162 $ 492 Guy Wagner $ 268 $ 55 $ 162 $ 485 Leeor Langer $ 269 $ 56 $ 122 $ 447 Alon Mualem $ 260 $ 55 $ 59 $ 374 Offir Remez $ 172 $ 42 $ 71 $ 285 (1) Represents the directors’ and senior management’s gross salary plus payment of mandatory social benefits made by the company on behalf of such persons.
Lurie earned her B.A. degree and an MBA degree with a specialization in Finance and Marketing from Hebrew University of Jerusalem. Family Relationships There are no family relationships between any members of our executive management and our directors.
Nir holds a B.A. degree in Political Science and Government from the University of Haifa, a B.A degree in Accounting and Financing from Hebrew University of Jerusalem and a M.B.A. from Reichman University (previously known as IDC Herzliya). Family Relationships There are no family relationships between any members of our executive management and our directors.
Internal Auditor Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. The role of the internal auditor is to examine, among other things, whether a company’s actions comply with the law and proper business procedure.
Lurie serves as the chairwoman of the Joint Committee. Internal Auditor Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee.
The number of Ordinary Shares in the Pool is also subject to adjustment under certain circumstances (e.g., reorganization of our equity capital). As of March 19, 2025, 4,660 Ordinary Shares had been issued upon the exercise of options, 25,990 options had been allocated and/or granted but had not been exercised, and 9,208 Ordinary Shares remained available for future grants.
As of March 11, 2026, 21 Ordinary Shares had been issued upon the exercise of options, 6,160 options had been allocated and/or granted but had not been exercised, and 4,346 Ordinary Shares remained available for future grants.
Pursuant to the Companies Law, chairman of the audit committee is elected by the members of the audit committee. However, under the Exemptions Regulations, a company with no controlling shareholder might be exempted from certain obligations mentioned above.
Pursuant to the Companies Law, chairman of the audit committee is elected by the members of the audit committee.
Removed
Goldman has served as external director for Can-Fite BioPharma Ltd. (NYSE:CANF) since August 2017. Mr. Goldman also serves as a director of Avgol Industries 1953 Ltd., Mivne Real Estate (K.D) Ltd., and Prashkovsky Investments and Construction Ltd. Mr.
Added
(6) Class III directors shall hold office until the annual general meeting to be held in 2028 and until their successors shall have been elected and qualified. 67 Asher Dahan, Chief Executive Officer, Chairman of the Board of Directors Mr.
Removed
Goldman served as the Professional Secretary of the Peer Review Institute of the Certified Public Accountants Institute in Israel from October 2004 until September 2008. Commencing in 1981, Mr. Goldman worked for Kesselman & Kesselman (Israeli member firm of PricewaterhouseCoopers) for 19 years, and from 1991 until 2000, as a partner and then senior partner of such firm.
Added
Lurie earned her B.A. degree and an MBA degree with a specialization in Finance and Marketing from Hebrew University of Jerusalem. Kobbi Nir, Director Mr. Kobbi Nir has served as our director since February 2026. Since September 2021, Mr. Nir has served as the chief financial officer and deputy chief executive officer of Moodify Ltd., a deep-tech artificial intelligence company.
Removed
From September 2000 until November 2001, Mr. Goldman served as managing director of Argoquest Holdings, LLC. Mr. Goldman holds a B.A. degree in Economics and Accounting from Tel Aviv University and is a Certified Public Accountant (Israel). Ilana Lurie, Director Ms. Ilana Lurie has served as one of our directors since September 2022. Ms.
Added
Prior to that, he worked as the chief financial officer and chief operating officer of Scope Technology from 2020 to 2021. Mr.
Removed
The options have expiration dates ranging from April 2028 to August 2033, and exercise prices ranging from $105.60 to $180 per share; (iii) options granted to Offir Remez to purchase 1,962 Ordinary Shares under the 2015 Plan.
Added
Nir previously served as the chairman of the board of directors of Hod Hasharon Municipal Company from 2018 to 2023, as a director for Green Mix from Benny and Zvika Group Ltd. from 2018 to 2021, and has been serving as board member and chair of the audit committee at One of Us, a non-profit organization, since January 2023. Mr.
Removed
The options expire in August 2033 and have an exercise price of $105.60; and (vii) options granted to Eli Bachar to purchase 2,555 Ordinary Shares under the 2015 Plan. The options have expiration dates ranging from November 2027 to August 2033, with exercise prices ranging from $0.24 to $105.60. (2) Barry Kaplan’s employment agreement was terminated, effective December 31, 2024.
Added
The options expire in August 2033 and have an exercise price of $316.80; (vii) options granted to Yaacov Goldman (who served as a member of our board of directors until January 31, 2026) to purchase 83 Ordinary Shares under the 2015 Plan.
Removed
Goldman is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq rules.
Added
The options have expiration dates ranging from November 2027 to August 2033, with exercise prices ranging from $0.72 to $316.80; (x) 22,292 RSUs granted to directors and senior management with their vesting beginning on January 1, 2025 under the 2024 Plan; (xi) 87,000 RSUs granted to directors and senior management with their vesting beginning on September 10, 2025; and (xii) 337,167 RSUs granted to directors and senior management with their vesting beginning on January 1, 2026 under the 2024 Plan.
Removed
Ilana Lurie, each of whom is “independent,” as such term is defined in under Nasdaq rules.
Added
On September 8, 2025 and September 9, 2025, the compensation committee and the board of directors, respectively, approved and recommended that the shareholders approve amendments to the Company’s amended and restated compensation policy, which, among other things, added change-of-control and double-trigger definitions, revised severance, notice, bonus and equity acceleration provisions, introduced aggregate caps on termination-related payments and permitted post-termination non-compete arrangements.

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Item 7. Management's Discussion & Analysis

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

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Biggest change(1) The beneficial ownership is based on information provided by Armistice Capital, LLC to us on March 19, 2025, and consists of (i) 67,163 Ordinary Shares; and (ii) 35,632 Ordinary Shares issuable upon exercise of outstanding pre-funded warrants that are exercisable within 60 days of March 19, 2025 at an exercise price of $0.0004.
Biggest change(1) The beneficial ownership is based on information provided by Armistice Capital, LLC to us and consists of (i) 312,940 Ordinary Shares as of February 19, 2026 as included in our Registration Statement on Form F-1 filed with the SEC on February 23, 2026; and (ii) 333,333 Ordinary Shares issuable upon exercise of the September 12 Warrants at an exercise price of $8.01; (ii) 223,333 Ordinary Shares issuable upon the exercise price of the September 15 Warrants at an exercise of $8.01; (iii) 410,000 Ordinary Shares issuable upon the exercise of the October 2025 Warrants at an exercise price of $8.01; (iv) of 1,937,833 Ordinary Shares issuable upon the exercise of the November 2025 Warrants at an exercise price of $5.58; and (v) 66,667 Ordinary Shares held in abeyance.
We describe our option plans under “Item 6.C Board Practices - Share Option Plan.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various option plan agreements), options that are vested will generally remain exercisable for three months after such termination. 87 Restricted Share Units In December 2024, we began granting RSUs to our officers and certain of our directors under the GEIP.
We describe our option plans under “Item 6.C Board Practices - Share Option Plan.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various option plan agreements), options that are vested will generally remain exercisable for three months after such termination. 90 Restricted Share Units In December 2024, we began granting RSUs to our officers and certain of our directors under the GEIP.
On August 15, 2024, our board of directors approved and recommended to the shareholders of the Company to approve, the adoption of an amended and restated compensation policy, which was approved by our shareholders in a meeting that took place on September 26, 2024.
On August 15, 2024, our board of directors approved and recommended to the shareholders of the Company to approve, the adoption of an amended and restated compensation policy, which was approved by our shareholders at a meeting that took place on September 26, 2024.
Major Shareholders The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 19, 2025 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our directors, and executive officers; and ● all of our directors, and executive officers as a group.
Major Shareholders The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 11, 2026 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our directors, and executive officers; and ● all of our directors, and executive officers as a group.
Ordinary Shares issuable pursuant to outstanding options or warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days after March 19, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Ordinary Shares issuable pursuant to outstanding options or warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days after March 11, 2026, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
The Master Fund specifically disclaims beneficial ownership of the Ordinary Shares directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. (2) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
The Master Fund specifically disclaims beneficial ownership of the Ordinary Shares directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
This number is not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.
Record Holders As of March 11, 2026, there were 23 shareholders of record of our Ordinary Shares. This number is not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.
See “Item 6.C Board Practices - Share Option Plan” for additional information. In December 2024, we granted certain employees, directors and consultants 131,375 RSUs that started vesting on January 1, 2025 and will settle in Ordinary Shares, under the GEIP. An additional 10,117 Ordinary Shares are reserved for future issuance under the GEIP. C. Interests of Experts and Counsel None.
See “Item 6.C Board Practices - Share Option Plan” for additional information. In December 2025, we granted certain employees, directors and consultants 591,167 RSUs that started vesting on January 1, 2026 and will settle in Ordinary Shares, under the GEIP. An additional 493,336 Ordinary Shares are reserved for future issuance under the GEIP as of March 11, 2026. C.
In addition, Mr. Langer holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 9,583 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
In addition, Mr. Barel holds options to purchase 9 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $316.80 and 22,481 RSUs that are not exercisable within 60 days, with expiration dates ranging from September 2035 to December 2035.
In addition, Mr. Mualem holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 4,167 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
In addition, Mr. Mualem holds options to purchase 7 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $316.80 and 38,889 RSUs that are not exercisable within 60 days, with expiration dates of ranging from September 2035 to December 2035.
(8) The beneficial ownership consists of (i) 1,951 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from November 2027 to August 2033, with exercise prices ranging from $0.24 to $105.60 and (ii) 1,667 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(8) Consists of (i) 688 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, expiration dates ranging from November 2027 to August 2033, with exercise prices ranging from $0.72 to $316.80; and (ii) 8,852 Ordinary Shares issued or issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from December 2034 to December 2035.
(9) The beneficial ownership consists of (i) 396 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from December 2032 to August 2033, with exercise prices ranging from $52.80 to $105.60 and (ii) 1,667 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(9) Consists of (i) 182 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, expiration dates ranging from December 2032 to August 2033, with exercise prices ranging from $159.36 to $316.80; and (ii) 6,889 Ordinary Shares issued or issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from December 2034 to December 2035.
(6) The beneficial ownership consists of (i) 1,389 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.24 to $105.60 and (ii) 2,083 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(6) Consists of (i) 493 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, expiration dates ranging from January 2032 to August 2033, with exercise prices ranging from $0.72 to $316.80 ;and (ii) 13,194 Ordinary Shares issued or issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from December 2034 to December 2035.
In addition, Ms. Fleisher holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 3,333 RSUs that are not exercisable within 60 days, with expiration dates of December 2034. (10) Ms. Lurie and Mr.
In addition, Ms. Fleisher holds options to purchase 5 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $316.80 and 16,778 RSUs that are not exercisable within 60 days, with expiration dates ranging from September 2035 to December 2035.
In addition, Mr. Barel holds options to purchase 139 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 3,333 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
In addition, Mr. Remez holds options to purchase 7 Ordinary Shares that are not exercisable within 60 days, with an expiration date in August 2033 and an exercise price of $316.80 and 17,222 RSUs that are not exercisable within 60 days, with expiration dates ranging from September 2035 to December 2035.
Goldman each holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60. 86 Changes in Percentage Ownership by Major Shareholders Over the course of 2024, there was an increase in the percentage ownership of Armistice Capital, LLC. (from 0% to 9.99%).
Lurie holds options to purchase 7 Ordinary Shares that are not exercisable within 60 days, with expiration date of November 2033 and an exercise price of $316.80; and 34,167 RSUs that are not exercisable within 60 days, with an expiration date ranging from October 2035 to February 2036. 89 Changes in Percentage Ownership by Major Shareholders Over the course of 2025, there was an increase in the percentage ownership of Armistice Capital, LLC (from 9.99% to 50.51%).
Unless otherwise noted below, each beneficial owner’s address is c/o Wearable Devices Ltd., 2 Ha-Ta’asiya St., Yokne’am Illit, 2069803 Israel. 84 No. of Shares Beneficially Owned Percentage Owned Holders of more than 5% of our voting securities: Armistice Capital, LLC (1) 102,795 9.99 % Directors and senior management who are not 5% holders: Asher Dahan * (2) 21,667 2.1 % Guy Wagner * (3) 27,292 2.6 % Leeor Langer (4) 21,875 2.1 % Eli Bachar * (5) 3,597 0.3 % Alon Mualem (6) 3,472 0.4 % Offir Remez (7) 4,768 0.5 % Shmuel Barel (8) 3,618 0.4 % Tamar Fleisher (9) 2,062 0.2 % Yaacov Goldman * (10) 139 0.0 % Ilana Lurie * (10) 139 0.0 % All directors and senior management as a group (10 persons) 88,628 8.4 % * Indicates director of the Company.
Unless otherwise noted below, each beneficial owner’s address is c/o Wearable Devices Ltd., 5 Ha-Tnufa St., Yokne’am Illit, 2066736 Israel. 87 No. of Shares Beneficially Owned Percentage Owned Holders of more than 5% of our voting securities: Armistice Capital, LLC (1) 3,284,107 50.51 % Directors and senior management who are not 5% holders: Asher Dahan * (2) 24,333 0.69 % Guy Wagner * (3) 26,208 0.74 % Leeor Langer (4) 24,420 0.69 % Eli Bachar * (5) 4,562 0.13 % Alon Mualem (6) 13,687 0.39 % Offir Remez (7) 8,842 0.25 % Shmuel Barel (8) 9,540 0.27 % Tamar Fleisher (9) 7,071 0.20 % Ilana Lurie * (10) 3,410 0.10 % Kobbi Nir* 0 - All directors and senior management as a group (10 persons) 122,074 3.43 % * Indicates director of the Company.
(5) The beneficial ownership consists of (i) 1,153 Ordinary Shares based on transfer agent report dated March 19, 2025; and (ii) 2,444 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates ranging from November 2027 to August 2033 with exercise prices ranging from $0.24 to $105.60.
(5) Consists of (i) 384 Ordinary Shares based on transfer agent report dated March 11, 2026; (ii) 845 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, with expiration dates ranging from November 2027 to November 2033 with exercise prices ranging from $0.72 to $316.80 and (iii) 3,333 Ordinary Shares issued and issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with an expiration date in February 2036.
Dahan holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60; options to purchase 625 Ordinary Shares that are not exercisable within 60 days, with expiration dates of September 2034, with an exercise price of $34.32; and 9,167 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
In addition, Mr. Bachar holds options to purchase 7Ordinary Shares that are not exercisable within 60 days, with expiration date of November 2033 and an exercise price of $316.80; and 34,167 RSUs that are not exercisable within 60 days, with expiration dates ranging from October 2035 to February 2036.
Remez holds options to purchase 111 Ordinary Shares that are not exercisable within 60 days, with expiration dates in August 2033 and an exercise price of $105.60 and 5,833 RSUs that are not exercisable within 60 days, with expiration dates of December 2034.
In addition, Mr. Langer holds options to purchase 10 Ordinary Shares that are not exercisable within 60 days, with expiration dates of August 2033 and exercise prices of $316.80; and 48,611 RSUs that are not exercisable within 60 days, with expiration dates ranging from September 2035 to December 2035.
Options Since our inception, we have granted options to purchase our Ordinary Shares to our officers and certain of our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
Percentage of shares beneficially owned is based on 1,028,980 Ordinary Shares outstanding on March 19, 2025.
Percentage of shares beneficially owned is based on 3,531,076 Ordinary Shares outstanding on March 11, 2026.
Langer with the SEC on February 13, 2025, and consists of (i) 19,271 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,396 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(2) Consists of (i) 5,625 Ordinary Shares; (ii) 236 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, with expiration dates ranging from August 2033 to September 2034 and exercise prices ranging from $102.96 to $316.80; and (iii) 18,472 Ordinary Shares issued and issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from February 2035 to February 2036.
Remez holds options to purchase 139 Ordinary Shares that are exercisable within 60 days, with an expiration date in August 2033 and an exercise price of $105.60 and 2,917 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034. In addition, Mr.
(10) Consists of (i) 76 Ordinary Shares that are exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $316.80; and (ii) 3,333 Ordinary Shares issued and issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with an expiration date in February 2036. In addition, Ms.
Dahan with the SEC on February 13, 2025 and other information available to us, and consists of (i) 19,167 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,291 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(7) Consists of (i) 647 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, with an expiration dates ranging from November 2031 to August 2033 and exercise prices ranging from $0.72 to $316.80 ;and (ii) 8,194 Ordinary Shares issued or issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from December 2034 to December 2035.
Wagner with the SEC on February 13, 2025 and other information available to us, and consists of (i) 24,792 Ordinary Shares; (ii) 208 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with expiration dates in August 2033 and an exercise price of $105.60; and (iii) 2,291 Ordinary Shares issuable upon the vesting of RSUs that vest within 60 days of March 19, 2025, with expiration dates in December 2034.
(3) Consists of (i) 7,500 Ordinary Shares; (ii) 236 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, with expiration dates ranging from August 2033 to September 2034 and exercise prices ranging from $102.96 to $316.80; and (iii) 18,472 Ordinary Shares issued and issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, with expiration dates ranging from February 2035 to February 2036.
On the other hand, there were decreases in the percentage ownership of: (i) Alumot (from 10.8% to 7.9%), (ii) Asher Dahan (from 12.1% to 9.0%), (iii) Leeor Langer (from 12.1% to 9.0%), (iv) Mudra CEO LLC (from 7.6% to 6%), and (v) Guy Wagner (from 16.2% to 12.0%), which was due to the dilution as a result of our IPO in September 2022.
In addition, there were decreases in the percentage ownership of: (i) Asher Dahan (from 2.2% to 0.69%), (iii) Leeor Langer (from 2.2% to 0.69%), (iv) Guy Wagner (from 2.9% to 0.74%), which were due to the dilution as a result of a best-efforts offering in January 2025, registered direct offerings in September 2025 and October 2025, and warrant exercises in April 2025, August 2025 and November 2025.
Goldman each hold options to purchase 139 Ordinary Shares that are exercisable within 60 days, with expiration dates in November 2033, with an exercise price of $105.60. In addition, Ms. Lurie and Mr.
In addition, Mr. Dahan holds options to purchase 97 Ordinary Shares that are not exercisable within 60 days, with expiration dates ranging from November 2033 to September 2034 and exercise prices ranging from $102.96 to $316.80; and 48,611 RSUs that are not exercisable within 60 days, with expiration dates ranging from October 2035 to February 2036.
Wagner holds options to purchase 167 Ordinary Shares that are not exercisable within 60 days, with expiration dates in November 2033 and an exercise price of $105.60; options to purchase 625 Ordinary Shares that are not exercisable within 60 days, with expiration dates in September 2034, with an exercise price of $34.32; and 9,167 RSUs that are not exercisable within 60 days, with expiration dates in December 2034. 85 (4) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
Wagner holds options to purchase 97 Ordinary Shares that are not exercisable within 60 days, with expiration dates ranging from November 2033 to September 2034 and an exercise price ranging from $102.96 to $316.80; and 48,611 RSUs that are not exercisable within 60 days, with expiration dates ranging from October 2035 to February 2036. 88 (4) Consists of (i) 5,625 Ordinary Shares; (ii) 115 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 11, 2026, with an expiration date of August 2033 with an exercise price of $316.80; and (iii) 18,681 Ordinary Shares issued and issuable upon the vesting of RSUs that vest within 60 days of March 11, 2026, ranging from December 2034 to December 2035.
Over the course of 2022, there was an increase in the percentage ownership of OurCrowd General Partner, L.P. (from 0% to 8.1%) as a result of their purchase of our shares from Hubble Ventures Co., Ltd.
Over the course of 2024, there was an increase in the percentage ownership of Armistice Capital, LLC (from 0% to 9.99%).
Removed
Therefore, such number does not include (i) 384,188 Ordinary Shares issuable upon exercise of outstanding pre-funded warrants that are exercisable within 60 days of March 19, 2025 at an exercise price of $0.0004; and (ii) 830,500 Ordinary Shares issuable upon exercise of outstanding warrants exercisable within 60 days of March 19, 2025, with expiration dates in January 2030, with an exercise price of $4.00.
Added
On September 9, 2025, our board of directors approved and recommended that the shareholders approve amendments to the Company’s amended and restated compensation policy and additional updates to the terms of compensation for each of our officers, which was approved by our shareholders at a meeting that took place on October 24, 2025.
Removed
(3) The beneficial ownership is based on a Schedule 13G/A filed by Mr.
Added
On December 23, 2025, our board of directors approved and recommended that the shareholder approve amendments to the Company’s compensation policy, which was approved by our shareholders at a meeting that took place on February 19, 2026. Options Since our inception, we have granted options to purchase our Ordinary Shares to our officers and certain of our directors.
Removed
(7) The beneficial ownership consists of 1,712 Ordinary Shares issuable upon exercise of outstanding options that are exercisable within 60 days of March 19, 2025, with an expiration date of November 1, 2031 and a weighted average exercise price of $0.24. In addition, Mr.
Removed
Additionally, Hubble Ventures Co., Ltd.’s ownership decreased from 11.0% to 0% as a result of the sale of their shares to OurCrowd General Partner, L.P. Record Holders As of March 19, 2025, there were 23 shareholders of record of our Ordinary Shares.

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