10q10k10q10k.net
Alarum Technologies Ltd.

Alarum Technologies Ltd.ALAR财报

Nasdaq

What changed in Alarum Technologies Ltd.'s 20-F — 2023 vs 2024

Top changes in Alarum Technologies Ltd.'s 2024 20-F

369 paragraphs added · 379 removed · 289 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

94 edited+37 added−25 removed281 unchanged
Our foreign currency-denominated expenses consist primarily of personnel, rent and other overhead costs. Since a significant portion of our expenses is incurred in NIS and is substantially greater than our revenues in NIS, any appreciation of the NIS relative to the U.S. dollar would adversely impact our net loss or net income, as relevant.
Our foreign currency-denominated expenses consist primarily of personnel, rent and other overhead costs. Since a significant portion of our expenses is incurred in NIS and is substantially greater than our revenues in NIS, any appreciation of the NIS relative to the U.S. dollar would adversely impact our net income or net loss, as relevant.
If we fail to demonstrate compliance with the minimum bid requirement or any other Nasdaq requirement and satisfy Nasdaq’s conditions for continued listing, our Ordinary Shares could be delisted. Delisting from the Nasdaq could have an adverse effect on our business and on the trading of our Ordinary Shares.
If we fail to demonstrate compliance with the minimum bid requirement or any other Nasdaq requirement and satisfy Nasdaq’s conditions for continued listing, our Ordinary Shares could be delisted. Delisting from Nasdaq could have an adverse effect on our business and on the trading of our Ordinary Shares.
Anti-Bribery Act; ● heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, consolidated financial statements; ● reduced or uncertain protection of intellectual property rights in some countries; 24 ● social, economic and political instability, terrorist attacks and security concerns in general, and specifically the impact of the war between Israel and Hamas; ● an outbreak of a contagious disease, such as coronavirus, which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country; ● laws and business practices favoring local competition; ● being subject to the laws, regulations and the court systems of many jurisdictions; and ● potentially adverse tax consequences.
Anti-Bribery Act; ● heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, consolidated financial statements; ● reduced or uncertain protection of intellectual property rights in some countries; ● social, economic and political instability, terrorist attacks and security concerns in general, and specifically the impact of the war between Israel and Hamas; 23 ● an outbreak of a contagious disease, such as coronavirus, which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country; ● laws and business practices favoring local competition; ● being subject to the laws, regulations and the court systems of many jurisdictions; and ● potentially adverse tax consequences.
If our efforts to sell additional products and services to our customers are not successful, our future revenues and operating results will be harmed. We face intense competition from access vendors, some of which are larger and better known than we are, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
If our efforts to sell additional products and services to our customers are not successful, our future revenues and operating results will be harmed. 5 We face intense competition from access vendors, some of which are larger and better known than we are, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. 13 Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information. 19 ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
A failure to meet market expectations regarding our profitability and our position as a growth company has had and could continue to have an adverse effect on the price of our Ordinary Shares and ADSs. Our quarterly and annual results of operations may fluctuate for a variety of reasons.
A failure to meet market expectations regarding our profitability and our position as a growth company has had and could continue to have an adverse effect on the price of our Ordinary Shares and ADSs. 2 Our quarterly and annual results of operations may fluctuate for a variety of reasons.
If such a provider chooses to terminate the agreement, we will be at a risk of reducing the size of our IP pool and might not be able to support the demands of our customer base. 3 If we are unable to acquire new customers, our future revenues and operating results will be harmed.
If such a provider chooses to terminate the agreement, we will be at a risk of reducing the size of our IP pool and might not be able to support the demands of our customer base. If we are unable to acquire new customers, our future revenues and operating results will be harmed.
As part of our business strategy and in order to remain competitive, we are evaluating acquiring or making investments in complementary companies, products or technologies on an on-going basis. We have completed two main acquisitions to date – the acquisition of NetNut and CyberKick.
As part of our business strategy and in order to remain competitive, we are evaluating acquiring or making investments in complementary companies, products or technologies on an on-going basis. We have completed two main acquisitions to date – the acquisitions of NetNut and CyberKick.
Because of such claims, we could be required to pay additional remuneration or royalties to our current and former employees, or be forced to litigate such claims, which could negatively affect our business. We may not be able to protect our intellectual property rights.
Because of such claims, we could be required to pay additional remuneration or royalties to our current and former employees, or be forced to litigate such claims, which could negatively affect our business. 15 We may not be able to protect our intellectual property rights.
Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 15 Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service.
In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with Hezbollah and other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service.
To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors. 23 General Risk Factors Our securities are traded on more than one market or exchange, and this may result in price variations.
To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors. 22 General Risk Factors Our securities are traded on more than one market or exchange, and this may result in price variations.
In addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur additional costs. 10 Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.
In addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur additional costs. 11 Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.
The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. 9 We are subject to governmental export and import controls that could subject us to liability in the event of non-compliance or impair our ability to compete in international markets.
The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. 10 We are subject to governmental export and import controls that could subject us to liability in the event of non-compliance or impair our ability to compete in international markets.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the share price or trading volume of our ADSs or Ordinary Shares to decline. 26
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the share price or trading volume of our ADSs or Ordinary Shares to decline. 25
We operate in a rapidly evolving industry focused on providing organizations and consumers with internet access solutions. We experience intense competition from smaller new players and need to constantly adapt our solutions to the new technologies and growing and constantly changing challenges. It is therefore difficult to predict how large the markets will be for our solutions.
We operate in a rapidly evolving industry focused on providing organizations data collection services and consumers with internet access solutions. We experience intense competition from smaller new players and need to constantly adapt our solutions to the new technologies and growing and constantly changing challenges. It is therefore difficult to predict how large the markets will be for our solutions.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2023, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2024, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard.
We expect that most of our revenues will continue to be generated in U.S. dollars with the balance in NIS for the foreseeable future, and that a significant portion of our expenses will continue to be denominated in NIS and partially in U.S. dollar.
We expect that most of our revenues will continue to be generated in U.S. dollars with the balance in NIS for the foreseeable future, and that a significant portion of our expenses will continue to be denominated in NIS.
Employees of such service providers or contractual counterparties may be called for service in the current or future wars or other armed conflicts with Hamas and such persons may be absent from their positions for a period of time. Currently, we have not been impacted by any absences of personnel at our service providers or counterparties located in Israel.
Employees of such service providers or contractual counterparties may be called for service in current or future wars or other armed conflicts and such persons may be absent from their positions for a period of time. Currently, we have not been impacted by any absences of personnel at our service providers or counterparties located in Israel.
The markets in which we operate are characterized by intense competition, constant innovation and evolving security threats. We compete with companies that offer a broad array of internet access and web data collection products. Our current and potential future competitors include providers of access solutions, such as Bright Data Ltd., or Bright Data, Oxylabs Networks Pvt.
The markets in which we operate are characterized by intense competition, constant innovation and evolving security threats. We compete with companies that offer a broad array of web data collection products. Our current and potential future competitors include providers of access solutions, such as Bright Data Ltd., or Bright Data, Oxylabs Networks Pvt. Ltd., BiScience Inc. and others.
Depending on ESG assessments and on the rapidly changing views on acceptable levels of action across a range of ESG topics, we may be unable to meet our stakeholders expectations, our reputation may be harmed, we may face increased compliance or other costs and demand our securities may decrease. 25 The price of the ADSs may be volatile.
Depending on ESG assessments and on the rapidly changing views on acceptable levels of action across a range of ESG topics, we may be unable to meet our stakeholders’ expectations, our reputation may be harmed, we may face increased compliance or other costs and demand our securities may decrease. 24 The price of the ADSs may be volatile.
Fluctuations in our operating results and financial condition may be due to several factors: ● the degree of market acceptance of our products and services; ● our ability to attract and retain new customers; ● our ability to sell additional products to current customers; ● changes in consumers’ and enterprises’ requirements and expectations or channel partner requirements; ● changes in the growth rate of the internet access solutions markets; ● the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of the internet access markets, including consolidation among our customers or competitors; ● a disruption in, or termination of, our relationship with partners; ● our ability to successfully expand our business globally; ● changes in our pricing policies or those of our competitors and our responses to price competition; ● general economic conditions in our markets, including political, economic and military instability due to the Israel-Hamas war in Israel; 2 ● unexpected changes in regulatory practices, laws, regulations and the court systems of certain jurisdictions; ● future accounting pronouncements or changes in our accounting policies or practices; ● the amount and timing of our operating costs; ● a change in our mix of products and services; and ● increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
Fluctuations in our operating results and financial condition may be due to several factors: ● the degree of market acceptance of our products and services; ● our ability to attract and retain new customers; ● our ability to sell additional products to current customers; ● changes in consumers’, enterprises’ or channel partners’ requirements and utilization of our products; ● changes in the growth rate of the data collection solutions markets; ● the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of the data collection markets, including consolidation among our customers or competitors; ● a disruption in, or termination of, our relationship with partners; ● our ability to successfully expand our business globally; ● changes in our pricing policies or those of our competitors and our responses to price competition; ● general economic conditions in our markets, including political, economic and military instability due to the Israel-Hamas and Israel-Hezbollah wars in Israel; ● unexpected changes in regulatory practices, laws, regulations and the court systems of certain jurisdictions; ● future accounting pronouncements or changes in our accounting policies or practices; ● the amount and timing of our operating costs; ● a change in our mix of products and services; and ● increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
Risks Related to Our Business and Industry The internet access markets are rapidly evolving within the increasingly challenging landscape. If the industry does not continue to develop as we anticipate, our sales will not grow as quickly as expected and our share price could decline.
Risks Related to Our Business and Industry The data collection markets are rapidly evolving within the increasingly challenging landscape. If the industry does not continue to develop as we anticipate, our sales will not grow as quickly as expected and our share price could decline.
In addition, the network of enterprise internet access solutions is built on a mix of IPs, which we source from various providers and technologies. A significant portion of our IP pool is sourced from third-party IP proxy providers and ISPs around the world from which we lease and then resell. We have separate agreements with each provider.
In addition, the network of data collection solutions is built on a mix of IPs, which we source from various providers and technologies. A significant portion of our IP pool is sourced from third-party IP proxy providers and ISPs around the world from which we lease and then resell. We have separate agreements with each provider.
With respect to the enterprise access and the consumer markets, we face the emergence of small competitors in this field due to high profitability margins, which can result in pressure on prices to decline. Furthermore, these margins can lead also to competition from bigger companies that can invest larger human, cash and technological resources into this industry.
We face the emergence of small competitors in this field due to high profitability margins, which can result in pressure on prices to decline. Furthermore, these margins can lead also to competition from bigger companies that can invest larger human, cash and technological resources into this industry.
It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this annual report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
Board Practices—Duties of Shareholders” for additional information. 20 It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this annual report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
Even if we are able to anticipate, develop and commercially introduce enhancements and new products, there can be no assurance that enhancements or new products will achieve widespread market acceptance. 7 Our product enhancements or new products could fail to attain sufficient market acceptance for many reasons, including: ● delays in releasing product enhancements or new products; ● failure to accurately predict market demand and to supply products that meet this demand in a timely fashion; ● inability to interoperate effectively with the existing or newly introduced technologies, systems or applications of our existing and prospective customers; ● inability to protect against new types of attacks or techniques used by cyber attackers or other data thieves; ● defects in our products, errors or failures of our solutions to secure privileged accounts; ● negative publicity about the performance or effectiveness of our products; ● introduction or anticipated introduction of competing products by our competitors; ● installation, configuration or usage errors by our customers; and ● easing or changing of regulatory requirements related to IT / cybersecurity / privacy.
Our product enhancements or new products could fail to attain sufficient market acceptance for many reasons, including: ● delays in releasing product enhancements or new products; ● failure to accurately predict market demand and to supply products that meet this demand in a timely fashion; ● inability to interoperate effectively with the existing or newly introduced technologies, systems or applications of our existing and prospective customers; ● inability to protect against new types of attacks or techniques used by cyber attackers or other data thieves; ● defects in our products, errors or failures of our solutions to secure privileged accounts; ● negative publicity about the performance or effectiveness of our products; ● introduction or anticipated introduction of competing products by our competitors; ● installation, configuration or usage errors by our customers; and ● easing or changing of regulatory requirements related to IT / cybersecurity / privacy.
In addition, third parties may obtain patents in the future and claim that the use of our technologies infringes upon these patents. 13 If any third-party patents were held by a court of competent jurisdiction to cover aspects of our formulations, processes for designs, or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable.
If any third-party patents were held by a court of competent jurisdiction to cover aspects of our formulations, processes for designs, or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable.
Some of our competitors are large companies that have the technical and financial resources and broad customer bases needed to bring competitive solutions to the market and already have existing relationships as a trusted vendor for other products.
Some of our competitors are larger than us and may have the technical and financial resources and broad customer bases needed to bring competitive solutions to the market and already have existing relationships as a trusted vendor for other products.
It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such hostilities may include terror and missile attacks.
It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities. Additionally, Iran may continue its direct aggression against Israel. Such hostilities may include terror and missile attacks.
However, we face customer retention challenges due to fierce competition in the market. We devote significant efforts to developing, marketing and selling additional products to existing customers and rely on these efforts for a portion of our revenues.
Our future success depends, in part, on our ability to obtain recurring sales to our existing customers. However, we face customer retention challenges due to fierce competition in the market. We devote significant efforts to developing, marketing and selling additional products to existing customers and rely on these efforts for a portion of our revenues.
We are engaged in on-going development of our current and future products. Our research and development efforts may not produce successful products or enhancements to our solution that result in significant revenue or other benefits in the near future, if at all.
Our research and development efforts may not produce successful products or enhancements to our solution that result in significant revenue or other benefits in the near future, if at all.
Moreover, we cannot predict how this war will ultimately affect Israel’s economy in general, which may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating from “stable” to “negative”).
Moreover, we cannot predict how this war will ultimately affect Israel’s economy in general, which may involve a downgrade in Israel’s credit rating by rating agencies (such as the downgrade by Moody’s of its credit rating of Israel from A1 to A2 in October 2023 and further downgrade to Baa1 with a negative outlook in September 2024, as well as the downgrade of its outlook rating from “stable” to “negative”).
Such increased competition can lead to lower margins and, consequently, impact our revenues, profitability and business. 4 Our competitors may enjoy potential competitive advantages over us, such as: ● greater name recognition, a longer operating history and a larger customer base; ● larger sales and marketing budgets and resources; ● broader distribution and established relationships with channel and distribution partners and customers; ● greater customer support resources; ● greater resources to make acquisitions; ● larger intellectual property portfolios; and ● greater financial, technical and other resources.
Our competitors may enjoy potential competitive advantages over us, such as: ● greater name recognition, a longer operating history and a larger customer base; ● larger sales and marketing budgets and resources; ● broader distribution and established relationships with channel and distribution partners and customers; ● greater customer support resources; ● greater resources to make acquisitions; ● larger intellectual property portfolios; and ● greater financial, technical and other resources.
Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition, and results of operations. We may be subject to geopolitical risks resulting from Russia’s ongoing invasion of Ukraine.
Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition, and results of operations. We may be subject to geopolitical events and resulting macroeconomic consequences.
As of March 10, 2024, we had approximately 62.85 million Ordinary Shares issued and outstanding and approximately 15.15 million of additional Ordinary Shares which are issuable upon exercise of outstanding warrants and employee options.
As of March 10, 2025, we had approximately 69.3 million Ordinary Shares issued and outstanding and approximately 10.3 million of additional Ordinary Shares which are issuable upon exercise of outstanding warrants and employee options.
Our executive offices, corporate headquarters and research and development facilities are located in Israel. In addition, all of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business.
In addition, all of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business.
Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our products or elements thereof or uses relevant to our development plans.
It is inherently difficult to conclusively assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our products or elements thereof or uses relevant to our development plans.
As a result, holders of our ADSs may not be able to exercise their right to vote and they may lack recourse if their ADSs are not voted as they requested.
As a result, holders of our ADSs may not be able to exercise their right to vote and they may lack recourse if their ADSs are not voted as they requested. In addition, in their capacity as a holder of ADSs, they will not be able to call a shareholders’ meeting.
However, as the web continues to evolve as a vast source of information, the debate over data accessibility versus privacy is likely to intensify, as well as in connection with the way in which some of the automated software programs are built, and changes in regulations may impact the means or ability to provide such solutions. 6 International regulatory bodies are increasingly focused on online privacy issues and user data protection.
However, as the web continues to evolve as a vast source of information, the debate over data accessibility versus privacy is likely to intensify, as well as in connection with the way in which some of the automated software programs are built, and changes in regulations may impact the means or ability to provide such solutions. For instance, X Corp.
During the first quarter of 2024 and up to March 10, 2024, the market price of our ADSs has fluctuated from a low of $8.53 per ADS to a high of $18.00 per ADS, and our ADS price continues to fluctuate, as does the daily volume of trading of our ADSs.
During the first quarter of 2025 and up to March 10, 2025, the market price of our ADSs has fluctuated from a low of $6.07 per ADS to a high of $11.15 per ADS, and our ADS price continues to fluctuate, as does the daily volume of trading of our ADSs.
In addition, in their capacity as a holder of ADSs, they will not be able to call a shareholders’ meeting. 18 As a “foreign private issuer” we are permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
As a “foreign private issuer” we are permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
Following the attack by Hamas on Israel’s southern border, Hezbollah, a terrorist organization in Lebanon has also launched missile, rocket, and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon.
Following the attack by Hamas on Israel’s southern border, Hezbollah, a terrorist organization in Lebanon, has also launched missile, rocket, and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel.
Patent and Trademark Office, or the USPTO, or made a misleading statement, during prosecution. The validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable. In 2014, the U.S. Supreme Court addressed the question of whether patents related to software are patent eligible subject matter.
Patent and Trademark Office, or the USPTO, or made a misleading statement, during prosecution. The validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable. 14 In 2014, the U.S.
In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorney’s fees and/or expenses to the counterclaiming defendant, which could be material, and if we or our operating subsidiaries are required to pay such monetary sanctions, attorneys’ fees and/or expenses, such payment could materially harm our operating results, our financial position and our ability to continue in business.
In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorney’s fees and/or expenses to the counterclaiming defendant, which could be material, and if we or our operating subsidiaries are required to pay such monetary sanctions, attorneys’ fees and/or expenses, such payment could materially harm our operating results, our financial position and our ability to continue in business. 16 Risks Related to the Ownership of Our ADSs or Ordinary Shares We cannot guarantee that we will continue to comply with Nasdaq requirement.
In particular, the General Data Protection Regulation, or the GDPR, in the European Union, or EU, and the UK intends to strengthen and unify data protection for all individuals within the EU. It also addresses the export of personal data outside the EU.
International regulatory bodies are increasingly focused on online privacy issues and user data protection. In particular, the General Data Protection Regulation, or the GDPR, in the European Union, or EU, and the UK intends to strengthen and unify data protection for all individuals within the EU. It also addresses the export of personal data outside the EU.
Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could impact our financial condition or results of operations.
Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could impact our financial condition or results of operations. 12 If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
Proxy networks are well understood, and virtual private networks are commonly popular, but access solutions are still in the early adoption phase among companies and individuals that stand to benefit from them. This restraint accounts for not all enterprise access vendors having the marketing budgets to promote themselves.
Proxy networks are well understood, and virtual private networks are commonly popular, but access solutions are still in the early adoption phase among companies and individuals that stand to benefit from them.
Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from being issued from a pending patent application.
Failure to file patent applications or obtain patent grants may allow other entities to manufacture our products and compete with them. Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from being issued from a pending patent application.
If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing. 19 Risks Related to Israeli Law and Our Operations in Israel Provisions of Israeli law and our articles of association may delay, prevent, or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
If our network system is compromised by cyber attackers or other data thieves, or if our hosting and infrastructure fails, public perception of our products and services will be harmed. We will not succeed unless the marketplace is confident that we provide effective cybersecurity protection. Further, we may be targeted by cyber terrorists because we are an Israeli company.
If our internal network system is compromise by cyber attackers or other malicious cyber activity, or if our hosting and infrastructure fails, public perception of our products and services will be harmed. We will not succeed unless the marketplace is confident that we provide effective cybersecurity protection.
In addition, our articles of association provide for a staggered board of directors, which mechanism may delay, defer or prevent a change of control of the Company.
In addition, our articles of association provide for a staggered board of directors, which mechanism may delay, defer or prevent a change of control of the Company. See “Item 10.B Memorandum and Articles of Association — Provisions Restricting Change in Control of Our Company” for additional information.
If we fail to meet such expectations for these or other reasons, the market price of our Ordinary Shares and the ADSs could fall substantially, and we could face costly lawsuits, including securities class action suits.
If we fail to meet such expectations for these or other reasons, the market price of our Ordinary Shares and the ADSs could fall substantially, and we could face costly lawsuits, including securities class action suits. 3 Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solution or the failure of our solution to meet customers’ expectations.
During 2023, the NIS depreciated by 3% against the dollar but has appreciated in prior years. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates.
During 2024, the NIS depreciated by 0.6% against the dollar in comparison to its appreciation in prior years. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. 21 Our headquarters and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.
Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us to fail to retain or attract customers.
Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us to fail to retain or attract customers. 9 Economic instability, geopolitical events, and market disruptions may impact our access to capital and adversely affect our business and share price.
Our growth to date has placed significant demands on our management, sales, operational and financial infrastructure, and our growth will continue to place significant demands on these resources. We may not be able to successfully implement these improvements in a timely or efficient manner, and our failure to do so may materially impact our projected growth rate.
We may not be able to successfully implement these improvements in a timely or efficient manner, and our failure to do so may materially impact our projected growth rate.
The decision and other decisions following that decision have resulted in many software patents having been found invalid as not claiming patent eligible subject matter.
The Supreme Court outlined a test that the courts and the USPTO must apply in determining whether software-related inventions qualify as patent eligible subject matter. The decision and other decisions following that decision have resulted in many software patents having been found invalid as not claiming patent eligible subject matter.
If solutions such as ours are not viewed by organizations as necessary, or if business or consumer customers do not recognize the benefit of our solution as a critical layer of an effective security strategy, then our revenues may not grow as quickly as expected, or may decline, and our share price could suffer.
If solutions such as ours are not viewed by organizations as necessary, or if business or consumer customers do not recognize the benefit of our solution as a critical layer of an effective security strategy, then our revenues may not grow as quickly as expected, or may decline, and our share price could suffer. 1 If we are unable to expand the number of and diversify types of customers, we may face a material effect on our operating margins, our profitability, our sales and our results of operations as a result of a loss of a significant customer, or a material reduction in sales to a significant customer .
Any such delisting may also severely complicate trading of our Ordinary Shares by our shareholders or prevent them from re-selling their Ordinary Shares at/or above the price they paid. 16 The issuance of a significant amount of additional Ordinary Shares or exercise or conversion of outstanding warrants and/or substantial future sales of our Ordinary Shares may depress our share price.
Any such delisting may also severely complicate trading of our Ordinary Shares by our shareholders or prevent them from re-selling their Ordinary Shares at/or above the price they paid.
We may be a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of our ADSs or Ordinary Shares if we are or were to become a PFIC.
There generally would be negative tax consequences for U.S. taxpayers that are holders of our ADSs or Ordinary Shares if we are or were to become a PFIC.
The extent to which any pandemic or similar event impacts our results will depend on future developments, which are highly uncertain and cannot be predicted. If we are unable to hire, retain and motivate qualified personnel, our business will suffer. Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel.
If we are unable to hire, retain and motivate qualified personnel, our business will suffer. Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel.
Our failure to hire a sufficient number of qualified sales force members and train them to operate at target performance levels may materially and adversely impact our projected growth rate.
Our failure to hire a sufficient number of qualified sales force members and train them to operate at target performance levels may materially and adversely impact our projected growth rate. 7 If our products fail to ensure customer compliance with government regulations and industry standards, our business and results could be materially impacted.
For example, there is no guarantee that the features we use will be provided for the same price in the future, there is a risk in relying on a cloud service for business-related tasks because no service can guarantee 100% uptime and there is always a risk of data leakage when a company’s data is held by a third-party vendor. 5 Information technology systems, including those managed or hosted by third parties, could be subject to sophisticated cyber-attacks (including phishing and ransomware attacks) and threats by external or internal parties’ intent on disrupting business processes or otherwise extracting or corrupting information.
For example, there is no guarantee that the features we use will be provided for the same price in the future, there is a risk in relying on a cloud service for business-related tasks because no service can guarantee 100% uptime and there is always a risk of data leakage when a company’s data is held by a third-party vendor.
Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.
Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected. 1 If we fail to effectively manage our growth, our business and operations will be negatively affected, and as we invest in the growth of our business, we expect our operating and net profit margins to decline in the near-term.
If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.
There can be no assurance that any of our new or future products will achieve market acceptance or generate revenues at forecasted rates or that the margins generated from their sales will allow us to recoup the costs of our development efforts.
There can be no assurance that any of our new or future products will achieve market acceptance or generate revenues at forecasted rates or that the margins generated from their sales will allow us to recoup the costs of our development efforts. 8 If we do not successfully anticipate market needs and enhance our existing products or develop new products that meet those needs on a timely basis, we may not be able to compete effectively and our ability to generate revenues will suffer.
In the ordinary course of our business, we rely on information technology systems, networks and services, including internet sites, data hosting and processing tools, hardware (including laptops and mobile devices), software, and technical platforms and applications, to process, store and transmit data and to help us manage our business and to collect and store the Company’s sensitive data, including intellectual property, personal information and proprietary business information.
If we experience short period hosting/infrastructure failures, or longer periods of disconnection blocking of our network of IPs to access certain websites, and do not offer our customers various immediate alternatives, some customers may choose to delay or stop purchasing our products. 6 In the ordinary course of our business, we rely on information technology systems, networks and services, including internet sites, data hosting and processing tools, hardware (including laptops and mobile devices), software, and technical platforms and applications, to process, store and transmit data and to help us manage our business and to collect and store the Company’s sensitive data, including intellectual property, personal information and proprietary business information.
The Supreme Court did not rule that patents related to software were per se invalid or that software-related inventions were unpatentable. The Supreme Court outlined a test that the courts and the USPTO must apply in determining whether software-related inventions qualify as patent eligible subject matter.
Supreme Court addressed the question of whether patents related to software are patent eligible subject matter. The Supreme Court did not rule that patents related to software were per se invalid or that software-related inventions were unpatentable.
Holders of our warrants will have no rights as shareholders until such holders exercise their warrants and acquire our ADSs. Until holders of the warrants acquire our ADSs upon exercise of the warrants, they will have no rights with respect to our ADSs or Ordinary Shares underlying such warrants.
These restrictions may cause a material decline in the value of the ADSs. 17 Our warrants are speculative in nature. Until holders of the warrants acquire our ADSs upon exercise of the warrants, they will have no rights with respect to our ADSs or Ordinary Shares underlying such warrants.
Moreover, if our solutions are adopted by an increasing number of enterprises and consumers, it is possible that attackers will begin to focus on finding ways to defeat our solutions.
In particular, we may suffer significant adverse publicity and reputational harm if a significant breach occurs generally or if any breach occurs at a high-profile customer. Moreover, if our solutions are adopted by an increasing number of enterprises and consumers, it is possible that attackers will begin to focus on finding ways to defeat our solutions.
Economic and geopolitical events, as well as global outbreaks of contagious diseases, such as COVID 19, may create uncertainty in global financial and equity markets. Such disruptions could make it more difficult for us to obtain capital and financing for our operations, or increase the cost of it, among other things.
Such disruptions could make it more difficult for us to obtain capital and financing for our operations, or increase the cost of it, among other things.
Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees.
Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees.
See also “ Our headquarters and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. ” Our use of third-party software and other intellectual property may expose us to risks.
See also “ Political, economic and military instability due to the Israel-Hamas and Israel-Hezbollah wars, as well as the risk of attacks from Iran on Israel, where our headquarters, members of management, production facilities and employees are located, may adversely affect our results of operations. ” Our use of third-party software and other intellectual property may expose us to risks.
A small portion of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits.
Risks Related to Our Financial Condition and Capital Requirements We maintain some of our cash balances at financial institutions that may exceed federally insured limits. A small portion of our cash is held in accounts at U.S. banking institutions that we believe are of high quality.
Also, misappropriation or unauthorized and unavoidable disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business.
Also, misappropriation or unauthorized and unavoidable disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets and other confidential information are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secret.
In response, the Security Cabinet of the State of Israel declared war against Hamas. To date, the State of Israel continues to be at war with Hamas. Since the war broke out on October 7, 2023, our operations have not been materially adversely affected by this war.
In response, the Security Cabinet of the State of Israel declared war against Hamas. To date, the State of Israel continues to be at war with Hamas.
Any hostilities involving Israel, or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. 22 Our insurance policies do not cover losses that may occur as a result of events associated with war and terrorism.
Our insurance policies do not cover losses that may occur as a result of events associated with war and terrorism.
Our U.S. patents, like all U.S. patents, are presumed valid, but that does not mean that our issued patents cannot be challenged on grounds of patent eligibility, or other grounds. 14 Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patents or patent applications or those of our licensors.
Our U.S. patents, like all U.S. patents, are presumed valid, but that does not mean that our issued patents cannot be challenged on grounds of patent eligibility, or other grounds.

… 76 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

48 edited+12 added−10 removed62 unchanged
To achieve this, companies of all sectors started collecting data from the internet websites - this can be consumer and customer related data, product prices, advertising data, financial data, internet behavior data, or other information. The challenge is that it has become common for internet websites to change their displayed information based on user IP address, location, and demographic attributes.
To achieve this, companies of all sectors started collecting data from internet websites - this can be consumer and customer related data, product prices, advertising data, financial data, internet behavior data, or other information. The challenge is that it has become common for internet websites to change their displayed information based on user IP address, location, and demographic attributes.
Our Strategy spans the following: o Upsizing our IPPN Solutions packages to existing customers, o Cross-Selling our ADSL service package (including DCS, DSL and DSL Insight & Analysis) to existing customers, o Achieving rapid market traction in the ADSL Market with small and medium enterprises, and o Improving margin growth through the re-sale of “off the shelf” DSL solutions Customers and Competition The markets in which we operate are characterized by intense competition, constant innovation and evolving security threats.
Our Strategy spans the following: o Upsizing our IPPN Solutions packages to existing customers, o Cross-selling our ADSL service package (including DCS, DSL and DSL Insight & Analysis) to existing customers, o Achieving rapid market traction in the ADSL market with small and medium enterprises, and o Improving margin growth through the re-sale of “off-the-shelf” DSL solutions. 31 Customers and Competition The markets in which we operate are characterized by intense competition, constant innovation and evolving security threats.
We believe that the key to our historical and future business success is based on: ● Our Fast, Secure and Automated IPPN Solutions - providing comprehensive, anonymously acquired and geographically diverse data collection services for the creation of robust datasets for our customers, ● Our Extensive Global IP Network - based on many agreements with ISPs around the globe, enabling us to provide multiple and differing types of proxies in over 180 countries around the globe, providing tens of millions of exit points to our customers, ● Our Strong Industry Recognition and First Mover Advantage - Our IPPN solution has been rigorously tested and validated by independent research firms such as Proxyway and Absolute Reports, and in-the-field experts such as G2 and Trustpilot. 35 Our Unique IP Our intellectual property and our right to use and protect it are important to the success of our business.
We believe that the key to our historical and future business success is based on: ● Our Fast, Secure and Automated IPPN Solutions - providing comprehensive, anonymously acquired and geographically diverse data collection services for the creation of robust datasets for our customers, ● Our Extensive Global IP Network - based on many agreements with ISPs around the globe, enabling us to provide multiple and differing types of proxies in over 180 countries around the globe, providing tens of millions of exit points to our customers, and ● Our Strong Industry Recognition and First Mover Advantage - Our IPPN solution has been rigorously tested and validated by independent research firms such as Proxyway and Absolute Reports, and in-the-field experts such as G2 and Trustpilot. 33 Our Unique IP Our intellectual property and our right to use and protect it are important to the success of our business.
Our purchases of fixed assets primarily include leasehold improvements, computers, and equipment used for the development of our products, and we financed these expenditures primarily from cash on hand. B. Business Overview We are a global SaaS provider. Our company operates mainly in the Enterprise Web Data Collection market - offering web data collection and a private internet browsing platform.
Our purchases of fixed assets primarily include leasehold improvements, computers, and equipment used for the development of our products, and we financed these expenditures primarily from cash on hand. B. Business Overview We are a global SaaS provider. Our company operates mainly in the Web Data Collection market, offering web data collection and a private internet browsing platform.
NetNut’s Unique Value Proposition in the ADCL Market We believe that once we have completed development of our ADCL Service Package (i.e., our DCS, our DSL and our DSL Insights & Analysis solutions and service offerings), we will be uniquely positioned as one of the only vendors offering a full end-to-end solution, combining IPPN and ADCL and grow into a market leader in the ADCL Market.
Our Unique Value Proposition in the ADCL Market We believe that once we have completed development of our ADCL Service Package (i.e., our DCS, our DSL and our DSL Insights & Analysis solutions and service offerings), we will be uniquely positioned as one of the only vendors offering a full end-to-end solution, combining IPPN and ADCL and grow into a market leader in the ADCL Market.
The Problems We Solve for Our Customers Our customers use our IPPN Solutions and services to solve the various problems that they experience when trying to collect data from the internet, such as: ● Need for Access to Web Sites - our customers often seek to collect accurate data from web sites that change their display information based on demographic attributes and contain restrictions on the number of times per day that their web site could be visited. ● Need for Anonymity when Collecting Data from Web Sites - our customers seek to collect data from the internet anonymously . ● Need for Automation during the Data Collection Process - our customers need a fast and automated solution without erroneous or delayed information. ● Need to Uniform Data Across Different Geographies - the “silo effect” whereby the same product is offered by the same vendor but at different prices, depending on which country (i.e.
The Problems We Solve for Our Customers Our customers use our IPPN Solutions and services to solve the various problems that they experience when trying to collect data from the internet, such as: ● Need for Access to Web Sites - our customers often seek to collect accurate data from web sites that change their display information based on demographic attributes, contain restrictions on the number of times per day that their web site could be visited and block automated data collection altogether. ● Need for Anonymity when Collecting Data from Web Sites - our customers seek to collect data from the internet anonymously . ● Need for Automation during the Data Collection Process – our customers need a fast and automated solution without erroneous or delayed information. ● Need to Uniform Data Across Different Geographies - the “silo effect” whereby the same product is offered by the same vendor but at different prices, depending on which country (i.e.
The service is priced per each one-thousand requests. ● Data Records based Service Packages – customer purchases from us a list of records that NetNut compiles according to search and data preference instructions received from the customer. Pricing is based on a per record basis. 33 We aim to be a leading global vendor of data collection and analysis.
The service is priced per each one-thousand requests. ● Data Records based Service Packages – customer purchases from us a list of records that NetNut compiles according to search and data preference instructions received from the customer. Pricing is based on a per record basis. We aim to be a leading global vendor of data collection and analysis.
Our customers need to “break through” this “silo effect” in order to offer their end-customers with unified comparative pricing across the globe. ● Need to avoid loss of Data Bits - our customers use our IPPN Solution to avoid the type of tracking technologies that can “steal” bits of data from the overall data that they are collecting from web sites on the internet. 34 Our Solution & Services Offering Our offered solutions and services are designed to enable our customers to fan out across millions of internet end-points within seconds in order to collect data across all business sectors while guaranteeing anonymity.
Our customers need to “break through” this “silo effect” in order to offer their end-customers with unified comparative pricing across the globe. ● Need to avoid loss of Data Bits – our customers use our IPPN Solution to avoid the type of tracking technologies that can “steal” bits of data from the overall data that they are collecting from web sites on the internet. 32 Our Solution & Services Offering Our solutions and services offered are designed to enable our customers to fan out across millions of internet end-points within seconds in order to collect data across all business sectors while guaranteeing anonymity.
The ADCL Market is an inherent evolution for the growth of our business where we look forward to: ● Leveraging on our key strengths in the IPPN business (i.e. stable global network presence, pinpoint accuracy, at high-speed data throughput) to add and bundle together an overall ADCL Service Package, which will include a DCS, a Data Set Library, or DSL, and DSL Insight & Analysis service. ● Growing our revenue base both outwards (i.e. cross-sale of ADCL Service Package to existing IPPN customers) as well as upwards (i.e. upsizing existing IPPN service packages required to meet the increasing demand of customers who migrate to our ADCL Service Package. ● Improving overall margin growth, resulting from the sale of DSLs which (once created for one client) can be re-sold as an off-the-shelf product at diminishing marginal costs. 32 Below is the complete stack of solutions and service offering that we intend to provide in the ADCL Market, along with our current offering in the IPPN market.
The ADCL Market is an inherent evolution for the growth of our business where we look forward to: ● Leveraging on our key strengths in the IPPN business (i.e. stable global network presence, pinpoint accuracy, at high-speed data throughput) to add and bundle together an overall ADCL Service Package, which will include a Data Communication System, or DCS, a Data Set Library, or DSL, and DSL Insight & Analysis service. ● Growing our revenue base both outwards (i.e. cross-sale of ADCL Service Package to existing IPPN customers) as well as upwards (i.e. upsizing existing IPPN service packages required to meet the increasing demand of customers who migrate to our ADCL Service Package. ● Improving overall margin growth, resulting from the sale of DSLs which (once created for one client) can be re-sold as an off-the-shelf product at diminishing marginal costs. 30 Below is the complete stack of solutions and service offering that we intend to provide in the ADCL Market, along with our current offering in the IPPN market.
Sales and Marketing Our internal marketing and sales staff consists currently of approximately 25 people. We also work through marketing and distribution channels. We maintain in-house marketing and sales personnel where we employ traditional and non-traditional internet-based marketing methods, tools, and techniques. We enter into engagements with resellers for the purpose of reselling our services to their customers.
Sales and Marketing Our internal marketing and sales staff consists currently of approximately 30 people. We also work through marketing and distribution channels. We maintain in-house marketing and sales personnel where we employ traditional and non-traditional internet-based marketing methods, tools, and techniques. We enter into engagements with resellers for the purpose of reselling our services to their customers.
IPPN Product Offering and Business Model We offer our IPPN Solution to our customers to either: (a) develop their own data collection tools and utilize our network for data collection purposed, or (b) use our “plug and play” data collection solution where our customers rely on our own experience (in data collection) to pre-define for them the parameters of the data they seek to collect.
IPPN Product Offering and Business Model We offer our IPPN Solution to our customers to either: (a) develop their own data collection tools and utilize our network for data collection purposes, or (b) use our “plug and play” data collection solution where our customers rely on our own experience (in data collection) to pre-define for them the parameters of the data they seek to collect.
The solution provided by the Reverse Access patent thereby reduces the risks to the participants of deploying such services on large public networks, such as the Internet.
The solution provided by the Reverse Access patent thereby reduces the risks to the participants deploying such services on large public networks, such as the Internet.
The Reverse Access patent addresses a problem of securing access to external-facing computing resources or services, which are often subject to aggressive hacking efforts by malicious actors and other unauthorized persons.
The Reverse Access patent addresses a problem of securing access to external-facing computing resources or services, which are often subject to aggressive hacking efforts by malicious actors and other unauthorized people.
A more complete Data Set, derived from a more complete set of data that was comprised and collected from a global IPPN network which has open (proxy) global access to more websites (without localized “silo effect” bias) at real-time throughput – and all written and driven on the same software code, b.
A more complete Data Set, derived from a more complete set of data that was comprised and collected from a global IPPN network which has open (proxy) global access to more websites (without localized “silo effect” bias or data collection blocking) at real-time throughput – and all written and driven on the same software code, b.
In addition, we will not be required to file annual, quarterly, and current reports and consolidated financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. Our capital expenditures for 2023, 2022 and 2021 amounted to $55,000, $49,000 and $73,000, respectively. These expenditures were primarily for purchases of fixed assets.
In addition, we will not be required to file annual, quarterly, and current reports and consolidated financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. Our capital expenditures for 2024, 2023 and 2022 amounted to $99,000, $55,000 and $49,000, respectively. These expenditures were primarily for purchases of fixed assets.
NetNut Ltd. is our wholly owned subsidiary incorporated in Israel. NetNut operates in the field of internet access and web data collection services, which enables customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. CyberKick Ltd. is our wholly owned subsidiary incorporated in Israel.
NetNut operates in the field of web data collection services, which enables customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. CyberKick Ltd. is our wholly owned subsidiary incorporated in Israel.
We therefore seek to leverage our existing IPPN Solutions and service offering to enter the much larger Automated Data Collection & Labeling Market, or the ADCL Market, which is projected to reach $17 billion dollars by 2030 according to Grand View Research.
We therefore seek to leverage our existing IPPN Solutions and service offering to enter the much larger Automated Data Collection & Labeling Market, or the ADCL Market, which is projected to reach more than $17.1 billion dollars by 2030, according to Grand View Research.
We continue to develop our plug and play Data Collection offering as we have witnessed that rather than developing their own APIs, existing and new customers prefer to rely on our technology, experience and know how to direct them in their strategy for collecting data.
We continue to develop our plug and play Data Collection offering as we have witnessed that rather than developing their own Application Programming Interfaces, or APIs, existing and new customers prefer to rely on our technology, experience and know how to direct them in their strategy for collecting data.
Proxy servers provide varying levels of functionality, security, and primarily privacy, depending on the use case, needs, or user policy. Proxy servers have many purposes, such as anonymizing identities, filtering information, getting around filters, and improving information retrieval performance. 29 From the target website’s perspective, no information about the original machine is sent.
Proxy servers provide varying levels of functionality, security, and primarily privacy, depending on the use case, needs, or user policy. Proxy servers have many purposes, such as anonymizing identities, filtering information, getting around filters, and improving information retrieval performance. From the target website’s perspective, no information about the original machine is sent. Only the proxy device’s IP address gets transmitted.
CyberKick’s offices are located also in the same offices. NetNut Networks’ registered address is 4607 Library Rd Ste 220 #1067, Bethel Park, PA 15102. We believe that our current office spaces are sufficient to meet our anticipated needs for the foreseeable future and are suitable for the conduct of our business.
Our monthly rent is approximately NIS 115,000 (approximately $32,000). CyberKick’s offices are located also in the same offices. NetNut Networks’ registered address is 4607 Library Rd Ste 220 #1067, Bethel Park, PA 15102. We believe that our current office spaces are sufficient to meet our anticipated needs for the foreseeable future and are suitable for the conduct of our business.
As mentioned above, since July 2023 we scaled down operations in the Consumer Internet Access segment by discontinuing further investment into acquisition of new customers, and we continue to maintain our products and the service only to approximately 5,000 current paying users.
As mentioned above, since July 2023 we scaled down operations in the consumer segment by discontinuing further investment into acquisition of new customers, and we continue to maintain our products and the service only to approximately 2,500 current paying users.
The result is a secured, faster, more efficient, and streamlined method of connecting to the internet, with all the advantages of a proxy but none of the traditional drawbacks. Reverse access technology Our reverse access technology is patent protected in the United States (patent number US9935958 (in re-issue) and US10110606 titled “Reverse Access Method for Securing Front-End Applications and Others”).
The result is a secured, faster, more efficient, and streamlined method of connecting to the internet, with all the advantages of a proxy but none of the traditional drawbacks. Reverse access technology Our reverse access technology is patent protected in the United States (patent numbers US RE50,113 E and US10110606 titled “Reverse Access Method for Securing Front-End Applications and Others”).
As we continue to expand, we may face challenges registering for or obtaining trademarks in other jurisdictions. 36 We have additional pending patent applications, relating to current and future elements of our products and technology.
Our logo, and the logos of our subsidiaries are our and our subsidiaries’ unregistered trademarks. As we continue to expand, we may face challenges registering for or obtaining trademarks in other jurisdictions. We have additional pending patent applications relating to current and future elements of our products and technology.
As such, the Reverse Access patent provides a technical solution to a problem that is unique to computer network communications, and moreover does so by an inventive mechanism wherein the ordinary flow of communications in the network is reversed, to shift control over the initiation of the connection to elements inside the protected local network.
As such, the Reverse Access patent provides a technical solution to a problem that is unique to computer network communications, and moreover does so by an inventive mechanism wherein the ordinary flow of communications in the network is reversed, to shift control over the initiation of the connection to elements inside the protected local network. 34 “NetNut” is a registered trademark in the United States and in Israel and pending trademark in various additional jurisdictions.
Our solutions’ main advantages over competitors include: ● NetNut’s web data collection service has been designed to handle massive amounts of traffic, with the capacity to process hundreds of terabytes per second. ● Our web data collection service has the widest set of IP options offered to our customers. ● Our direct connections to top ISPs worldwide allow for fast and reliable access to any geo-targeted web data. ● NetNut has formed strategic partnerships with leading ISPs and technology providers to enhance its network capabilities and offer customers the best possible solution. ● NetNut’s solution has been rigorously tested and validated by independent research firms and experts in the field. ● Results have shown that the company’s solution outperforms its competitors in terms of speed, security, and reliability. ● NetNut’s solution has received positive feedback from customers, with many praising its fast, secure, and reliable performance. ● The Company has received recognition from industry experts for its innovative approach to proxy solutions.
We have invested heavily in the last year in expanding our offering in order to become a leading provider in this market. 1 https://www.grandviewresearch.com/industry-analysis/data-collection-labeling-market 2 https://www.factmr.com/report/4726/data-collection-and-labelling-market 29 Our solutions’ main advantages over competitors include: ● NetNut’s web data collection service has been designed to handle massive amounts of traffic, with the capacity to process hundreds of terabytes per second, while ensuring the data collection process is not blocked. ● Our web data collection service has the widest set of IP options offered to our customers. ● Our direct connections to top ISPs worldwide allow for fast and reliable access to any geo-targeted web data. ● NetNut has formed strategic partnerships with leading ISPs and technology providers to enhance its network capabilities and offer customers the best possible solution. ● NetNut’s solution has been rigorously tested and validated by independent research firms and experts in the field. ● Results have shown that the company’s solution outperforms its competitors in terms of speed, security, success rates, and reliability. ● NetNut’s solution has received positive feedback from customers, with many praising its fast, secure, and reliable performance. ● The Company has received recognition from industry experts for its innovative approach to proxy solutions.
Property, Plants and Equipment Our headquarters is located at 30 Haarba’a St., Tel Aviv, 6473926, Israel, where we occupy approximately 4,200 square feet. We lease our facilities through NetNut. The lease ends in October 2025, with an option to extend it for one additional year. Our monthly rent payment is approximately NIS 110,000 (approximately $31,000).
Spell Me Ltd. is incorporated in Seychelles and is currently inactive. D. Property, Plants and Equipment Our headquarters is located at 30 Haarba’a St., Tel Aviv, 6473926, Israel, where we occupy approximately 4,200 square feet. We lease our facilities through NetNut. The lease ends in October 2025, with an option to extend it for one additional year.
We offer the following services & solutions: Internet Access and Web Data Collection : ● Static residential proxy network: a proxy network, which is based on our unique technology and deployment through tens of ISPs partners around the world. ● Rotating residential proxy network: a proxy network, which is based on routing traffic through millions of residential ISP based end points in the United States, Europe, Asia, South America and Canada. ● Data center proxy network: a proxy network, which is based on routing traffic, deployed through servers located in data centers with leading carriers in the United States, the EU, Asia Pacific, or APAC, and more. ● Premium dedicated static residential proxies: a solution that creates a dedicated static IP for each user, providing a highly effective proxy, that remains stable during heavy traffic and saves the customer additional bandwidth charges. ● Mobile proxies: a proxy network, which is based on routing traffic through millions of mobile devices. ● SERP data collection service: a tool that delivers real-time structured data from global search engines, tailored to the customer’s needs. ● Social data collection service: a tool that is designed to easily collect accurate data from social platforms. 28 Consumer Internet Access : ● Privacy Solutions and services: a software solution that uses an encryption protocol which is defined upon the process being used to generate a secured encrypted path and keep the users’ data private and safe.
We offer the following services & solutions: Web Data Collection : ● Static residential proxy network: a proxy network, which is based on our unique technology and deployment through tens of ISPs partners around the world. ● Rotating residential proxy network: a proxy network, which is based on routing traffic through millions of residential ISP based end points in the United States, Europe, Asia, South America and Canada. ● Data center proxy network: a proxy network, which is based on routing traffic, deployed through servers located in data centers with leading carriers in the United States, the EU, Asia Pacific, or APAC, and more. ● Premium dedicated static residential proxies: a solution that creates a dedicated static IP for each user, providing a highly effective proxy, that remains stable during heavy traffic and saves the customer additional bandwidth charges. ● Mobile proxies: a proxy network, which is based on routing traffic through millions of mobile devices. ● Search Engine Results Page, or SERP data collection service: a tool that delivers real-time structured data from global search engines, tailored to the customer’s needs. ● Social data collection service: a tool that is designed to easily collect accurate data from social platforms. ● Website Unblocker: a tool which allows our customers to collect public web data from web sites that have implemented anti-bot technologies.
The security, stability, and speed of our service is based on our; ● Global IP network that we have built through the various different partnership agreements we have with IP and ISP providers around the globe; ● Global IP network’s ability to “rotate” between different pools of IP addresses; ● Global IP network’s use of different types of IP proxies (i.e. residential-based proxies, data center-based proxies, mobile-based proxies); ● Global IP Network’s traffic “routing” software that we deploy at data centers across the globe; and ● Our proprietary reflection technology, which was designed to enable asymmetric routing of internet traffic through client devices (e.g. desktop computers) to allow us to provide additional exit points around the globe to our customers.
The security, stability, and speed of our service is based on our: ● Global IP network that we have built through the various different partnership agreements we have with IP and ISP providers around the globe; ● Global IP network’s ability to “rotate” between different pools of IP addresses; ● Global IP network’s use of different types of IP proxies (i.e. residential-based proxies, data center-based proxies, mobile-based proxies); ● Global IP Network’s traffic “routing” software that we deploy at data centers across the globe; ● Our proprietary reflection technology, which was designed to enable asymmetric routing of internet traffic through client devices (e.g. desktop computers) to allow us to provide additional exit points around the globe to our customers; ● Our website unblocking technology, which helps our customers bypass anti-data collection bot solutions; and ● Our AI data collection tool, which was developed to help our customers reduce their overall costs of developing and maintaining data collection tools, by automatically learning the destination web site and collecting relevant data from it.
We continue to maintain our products and the service only to current paying users, which allows us to generate revenue from past investments in acquiring such users, with minimal costs. 27 Our Enterprise Web Data Collection products offer secured, fast, and anonymous IP Proxy Network Solutions & Services, or IPPN or IPPN Solutions, to our business customers which, in turn, enables them to anonymously and securely browse the internet as well as to collect data from any publicly available source on the web, for their own business purposes.
Our Web Data Collection products offer secured, fast, and anonymous IP Proxy Network Solutions & Services, or IPPN or IPPN Solutions, to our business customers which, in turn, enables them to anonymously and securely browse the internet as well as to collect data from any publicly available source on the web, for their own business purposes.
We believe that our IPPN’s unique architecture, which includes our patented reflection technology, the way we make use of our AI and machine learning algorithms, the flexibility and scalability of our network, effective IP rotation for scaling proxy usage and our hands-on experience with industry best practices to collect data ethically and effectively, uniquely position us to enter the ADCL Market. 31 We believe that the key drivers of our business growth are based on: ● Enterprise Customers Seek a Full End-to-End Solution: which includes providing a full data set collected through the full end-to-end process, from the IPPN Solution to the web data collection tools, to the data processing process. ● Increasing Growth in Data-Backed Decision Making : The growing importance of accurate, and real time data requires tight control and monitoring of each element of the process. ● Increasing Use of AI-based Data Optimization : Data collection and labeling is playing an increasingly important role in developing the accuracy, functionality and modeling of AI-based systems currently being developed to optimize the analysis of data. ● Increasing Use of Complex Forms of Digital Marketing; Particularly through social media, requires better and more efficient use of automated real-time data collection and labeling.
We believe that the key drivers of our business growth are based on: ● Enterprise Customers Seek a Full End-to-End Solution: which includes providing a full data set collected through the full end-to-end process, from the IPPN Solution to the web data collection tools, to the data processing process. ● Increasing Growth in Data-Backed Decision Making : The growing importance of accurate, and real time data requires tight control and monitoring of each element of the process. ● Increasing Use of AI-based Data Optimization : Data collection and labeling plays an increasingly important role in developing the accuracy, functionality and modeling of AI-based systems currently being developed to optimize the analysis of data. ● Increasing Use of Complex Forms of Digital Marketing; Particularly through social media, requires better and more efficient use of automated real-time data collection and labeling.
Safe-T Data operated in the field of enterprise cybersecurity, specifically in the development and marketing of information security solutions for organizations that allow secure and controlled sharing of information. In July 2023, we completed the sale of our legacy cybersecurity solutions and therefore, currently, Safe-T Data is inactive. NetNut Networks Inc. is a wholly owned subsidiary of NetNut Ltd.
Business Overview). Safe-T Data A.R Ltd. is our wholly owned subsidiary incorporated in Israel. Safe-T Data operated in the field of enterprise cybersecurity, specifically in the development and marketing of information security solutions for organizations that allow secure and controlled sharing of information.
The web data collection market includes a variety of vendors in addition to NetNut, including Bright Data, Similarweb Ltd., Oxylabs Networks Pvt. Ltd., SmartProxy, and others. Market Size and Growth Drivers of the ADCL Market In today’s market-driven economy, data collection, retrieval, and its analysis, is the lifeblood by which companies make their business decisions.
Ltd., SmartProxy, and others. 28 Market Size and Growth Drivers of the Automated Data Collection & Labeling Market, or ADCL Market In today’s market-driven economy, data collection, retrieval, and its analysis, is the lifeblood by which companies make their business decisions.
Our IPPN solutions allow organizations to collect vast amounts of accurate, transparent web data from public online sources by simultaneously connecting to the Internet from different IP addresses. Our customers can choose from various types of IPs from our IP pool which contains millions of IPs, including ISP IPs, data center IPs, and residential service provider IPs.
Our IPPN solutions allow organizations to collect vast amounts of accurate, transparent web data from public online sources by simultaneously connecting to the Internet from different IP addresses.
NetNut Networks is incorporated in the State of Delaware, and is engaged in the field of internet access and web data collection services. Spell Me Ltd. is a wholly owned subsidiary of CyberKick. Spell Me Ltd. is incorporated in Seychelles and is currently inactive. D.
In July 2023, we completed the sale of our legacy cybersecurity solutions and therefore, currently, Safe-T Data is inactive. NetNut Networks Inc. is a wholly owned subsidiary of NetNut Ltd. NetNut Networks is incorporated in the State of Delaware, and is engaged in the field of web data collection services. Spell Me Ltd. is a wholly owned subsidiary of CyberKick.
A more central management/dashboard – our customers can utilize a single dashboard via which they can order, track, manage and pay for any of NetNut’s four main solution or service packages.
A more central management/dashboard – our customers can utilize a single dashboard via which they can order, track, manage and pay for any of NetNut’s four main solution or service packages. According to Grand View Research, the data collection and labelling market size was valued at $3.77 billion in 2024.
Web Data Collection Background Today, data is the core and essence of all companies, and decisions are made based on data analysis rather than gut feelings. As markets become more and more competitive, so does the need for large amounts of data to be analyzed in real time in order to make business decisions.
As markets become more and more competitive, so does the need for large amounts of data to be analyzed in real time in order to make business decisions.
With our solutions, customers gain data-driven information that provides valuable insights with respect to predictive capabilities or behaviors, thereby assisting ongoing business management operation and decision making. An added benefit to our customers is the fact that utilizing our network completely hides enterprises from the internet by modifying IP addresses, thus ensuring high levels of privacy for their online presence.
An added benefit to our customers is the fact that utilizing our network completely hides enterprises from the internet by modifying IP addresses, thus ensuring high levels of privacy for their online presence.
Navigating the complex regulatory landscape of the data collection market is a priority we take seriously. Our approach hinges on proactive measures that ensure transparency, consent, and security. We meticulously outline data collection practices, ensuring clarity in our privacy policies and consent mechanisms.
We believe that compliance with existing regulations is imperative for companies operating in the data collection market, necessitating robust data protection measures, clearer consent mechanisms, and increased accountability to uphold consumer trust. Navigating the complex regulatory landscape of the data collection market is a priority we take seriously. Our approach hinges on proactive measures that ensure transparency, consent, and security.
We therefore decided to scale down the operations of the internet access solutions for consumers, a decision that resulted in material reductions of expenses and headcount.
We therefore decided to scale down the operations of the internet access solutions for consumers, a decision that resulted in material reductions of expenses and headcount. We continue to maintain our products and the service only to current paying users, which allows us to generate revenue from past investments in acquiring such users, with minimal costs.
Organizational Structure We have three wholly owned subsidiaries: NetNut Ltd., CyberKick Ltd. and Safe-T Data A.R Ltd. In addition, NetNut Ltd. has one wholly-owned subsidiary, NetNut Networks Inc. CyberKick Ltd. owns one wholly owned subsidiary - Spell Me Ltd. and one wholly owned subsidiary under voluntary dissolution – RoboVPN Technologies Ltd.
CyberKick Ltd. owns one wholly owned subsidiary - Spell Me Ltd. and one wholly owned subsidiary under voluntary dissolution – RoboVPN Technologies Ltd. NetNut Ltd. is our wholly owned subsidiary incorporated in Israel.
We maintain regular audits and assessments to keep us aligned with evolving regulatory standards, to ensure continuous compliance. We are committed to upholding the rights of individuals concerning their data, prioritizing their control and privacy while delivering top-tier data collection solutions in adherence to the evolving regulatory landscape. C.
We are committed to upholding the rights of individuals concerning their data, prioritizing their control and privacy while delivering top-tier data collection solutions in adherence to the evolving regulatory landscape. C. Organizational Structure We have three wholly owned subsidiaries: NetNut Ltd., CyberKick Ltd. and Safe-T Data A.R Ltd. In addition, NetNut Ltd. has one wholly-owned subsidiary, NetNut Networks Inc.
CyberKick operates in the field of internet access for consumers and provides powerful, secured and encrypted connection, masking the customers’ online activity and keeping them safe from hackers. Safe-T Data A.R Ltd. is our wholly owned subsidiary incorporated in Israel.
CyberKick operates in the field of internet access for consumers and provides powerful, secured and encrypted connection, masking the customers’ online activity and keeping them safe from hackers. CyberKick scaled down its operation in July 2023, as part of our focus on generating profitable revenues. As a result, the company operates at a low business level (See also - B.
NetNut Networks Inc. is our agent in the United States, and its address is 4607 Library Rd Ste 220 #1067 Bethel Park, PA 15102. We are a foreign private issuer as defined by the rules under the Securities Act and the Exchange Act.
NetNut Networks Inc. is our agent in the United States, and its address is 4607 Library Rd Ste 220 #1067 Bethel Park, PA 15102. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC.
According to research by Grand View Research, the global data collection market size was valued at $2.2 billion in 2022, expected to expand at a compound annual growth rate of 28.9% from 2023 to 2030 to reach $17.1 billion by 2030. 1 1 https://www.grandviewresearch.com/industry-analysis/data-collection-labeling-market#:~:text=The%20global%20data%20collection%20and%20labeling%20market%20is%20expected%20to,USD%2017.10%20billion%20by%202030 30 Our Solutions/Services Following our acquisition of NetNut in June 2019, we launched our web data collection services.
The industry is projected to grow at a compound annual growth rate, or CAGR, of 28.4% from 2025 to 2030. 1 According to research by Fact.MR., the global data collection and labelling market size was valued at $2.57 billion in 2024 and is expected to grow at a CAGR of 18%, reaching $13.45 billion by the end of 2034. 2 Our Solutions/Services Following our acquisition of NetNut in June 2019, we launched our web data collection services.
In the last several years, our customer base in the Enterprise Internet Access business has steadily increased. As of December 31, 2023, we had approximately 700 customers, primarily small, medium and enterprise business segments.
Our current and potential future competitors in the web data collection segment include providers such as Similarweb, Bright Data, Oxylabs Networks, and others. In the last several years, our customer base in the data collection business has steadily increased. During 2024, we had more than 1,000 customers, primarily small, medium and enterprise business segments.
On October 30, 2023, President Biden issued an Executive Order establishing new standards for Artificial Intelligence (AI) to be implemented by federal agencies for the purpose of realizing AI’s benefits while mitigating its substantial risks issues, which are likely to affect public policy arising from AI use by companies in the private sector that use AI for business operations (such as for accounting, programming, coding and more).
On October 30, 2023, President Biden issued an Executive Order establishing new standards for AI, directing federal agencies to adopt measures to maximize AI’s benefits while mitigating substantial risks.
For these reasons, providers in the web data collection market are required to provide a wide selection and web data collection service types. We have invested heavily in the last year in expanding our offering in order to become a leading provider in this market.
And in some cases, the most important factor is high success rates and the assurance that the web data collection process is not blocked by third party tools. For these reasons, providers in the web data collection market are required to provide a wide selection and web data collection service types.
These regulations aim to instill transparency, accountability, and consent-based practices among entities involved in collecting and handling data, thereby fostering a more ethical and privacy-centric approach within the data collection market.
These guidelines are expected to influence public policy and private sector practices, especially for businesses leveraging AI for operations such as programming, coding, and analytics. 35 The global regulatory landscape aims to promote transparency, accountability, and consent-based practices among entities handling data, fostering a more ethical and privacy-centric market.
Removed
Also, we offer internet access solutions for consumers by providing a powerful, secured and encrypted connection, masking consumers’ online activity and keeping them safe from hackers. The solutions are designed for advanced and basic users, ensuring complete protection for all personal and digital information.
Added
Our filings with the SEC will also be available to the public through the SEC’s website at www.sec.gov. We are a foreign private issuer as defined by the rules under the Securities Act and the Exchange Act.
Removed
Our Privacy solution is available for iOS and Android users. Its most common use is to guard against hackers and snoops on public networks and is also useful to hide IP addresses for anonymous browsing, and to protect personal data on any Wi-Fi network.
Added
Our customers can choose from various types of IPs from our IP pool which contains millions of IPs, including ISP IPs, data center IPs, and residential service provider IPs. 26 With our solutions, customers gain data-driven information that provides valuable insights with respect to predictive capabilities or behaviors, thereby assisting ongoing business management operation and decision making.
Removed
In this segment, our engagements include monthly or annually renewable contracts, upon the customer’s discretion, where we offer multiple plans. As mentioned above, since July 2023 we scaled down operations in this segment by discontinuing further investment into acquisition of new customers, and we continue to maintain our products and the service only to current paying users.
Added
We also generated in CyberKick during 2024 immaterial revenues from providing advertising services to one enterprise.
Removed
Only the proxy device’s IP address gets transmitted.
Added
Such technologies prevent the collection of web data using automated data collection tools. ● AI data collector: a tool that is designed to simplify the creation of automated data collection tools and the collection of data. Using the AI data collector, our customers no longer need to deal with developing their data collection tools, using our intuitive interface.
Removed
Companies further evolved to prevent competitors from accessing their data via blocking their company’s entire range of IP addresses. This prevents companies from comparing pricing, security companies from conducing audits for or detecting malware on malicious sites, and even website owners themselves from verifying their advertising is safe and being delivered properly from their ad vendors.
Added
They only need to enter the destination website’s address and the data points which they require, and our tool automatically collects the data for them. 27 Web Data Collection Background Today, data is the core and essence of all companies, and decisions are made based on data analysis rather than gut feelings.
Removed
Our current and potential future competitors in the web data collection service segment include providers such as Similarweb, Bright Data, Oxylabs Networks, and others; and in the consumer internet access, we compete with providers such as Kape Technologies, Nord VPN, McAfee, Norton LifeLock, Aura and others.
Added
Companies further evolved to prevent data collectors from accessing their data via blocking known IP address ranges, or by deploying anti-bot solutions. Such anti-bot solutions, originally developed to block malicious bots, are now being used also as a means of preventing automated web data collection tools.
Removed
“NetNut” is a registered trademark in the United States and in Israel and pending trademark in various additional jurisdictions. Our logo, and the logos of our subsidiaries are our and our subsidiaries’ unregistered trademarks.
Added
These measures prevent companies from collecting publicly available web data, essentially affecting all use cases, whether it is comparing pricing, security companies conducing audits, AI companies collecting public data for Large Language Model (LLM) training, or ad-tech companies verifying their advertising campaigns.
Removed
Regulation Regulation in the data collection market still stands as a pivotal point of discussion and contention. Governments and regulatory bodies worldwide are increasingly recognizing the importance of safeguarding user privacy and controlling the dissemination of sensitive information.
Added
The web data collection market includes a variety of vendors in addition to NetNut, including Bright Data, Similarweb Ltd., Oxylabs Networks Pvt.
Removed
Measures like the GDPR in the European Union or the CCPA in the United States signify a growing trend toward stricter guidelines governing data collection, storage, and usage.
Added
We believe that our IPPN’s unique architecture, which includes our patented reflection technology, the way we make use of our AI and machine learning algorithms, our website unblocking technology, the flexibility and scalability of our network, effective IP rotation for scaling proxy usage and our hands-on experience with industry best practices to collect data ethically and effectively, uniquely position us to enter the ADCL Market.
Removed
However, the evolving nature of technology and the global scope of data make it an ongoing challenge to create comprehensive and adaptable regulatory frameworks that balance consumer protection with innovation and business needs. 37 We believe that compliance with existing regulations is imperative for companies operating in the data collection market, necessitating robust data protection measures, clearer consent mechanisms, and increased accountability to uphold consumer trust.
Added
Regulation Regulation in the data collection market continues to be a critical focus of governments and regulatory bodies worldwide. As concerns about user privacy and the ethical handling of data grow, laws like the GDPR in the European Union and the CCPA are shaping stricter standards for data collection, storage, and usage.
Added
However, the rapid evolution of technology and the international scope of data handling present significant challenges in developing comprehensive and adaptive regulations that balance consumer protection, innovation, and business efficiency.
Added
We meticulously outline data collection practices, ensuring clarity in our privacy policies and consent mechanisms. We maintain regular audits and assessments to keep us aligned with evolving regulatory standards, to ensure continuous compliance.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

68 edited+16 added−30 removed19 unchanged
The period-to-period comparison of results is not necessarily indicative of results for future periods.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report on Form 20-F.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 36 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report on Form 20-F.
If we are unable to raise additional capital when desired or can’t generate profit from operating activities, our business, operating results, and financial condition would be adversely affected.
If we are unable to raise additional capital when desired or if we cannot generate profit from operating activities, our business, operating results, and financial condition would be adversely affected.
We believe that our business is not sensitive to seasonal trends but still, historical patterns in our business may not be a reliable indicator of our future sales activity or performance due to the early stage of the businesses we operate and recent acquisitions.
We believe that our business is not sensitive to seasonal trends but historical patterns in our business may not be a reliable indicator of our future sales activity or performance due to the early stage of the businesses we operate and past acquisitions.
Operating Results — Comparison of the year ended December 31, 2033, to the year ended December 31, 2022 — Research and Development Expenses, net.” 5.D Trend Information The trends impacting us are described elsewhere in this annual report on Form 20-F, including in Items 3.D., 4.B., 5.A. and B. and 10.C. 48 5.E Critical Accounting Policies and Estimates We describe our significant accounting policies more fully in Note 2 to our consolidated financial statements for the year ended December 31, 2023, included elsewhere in this annual report in Form 20-F.
Operating Results — Comparison of the year ended December 31, 2023, to the year ended December 31, 2022 — Research and Development Expenses, net.” 5.D Trend Information The trends impacting us are described elsewhere in this annual report on Form 20-F, including in Items 3.D., 4.B., 5.A. and B. and 10.C. 46 5.E Critical Accounting Policies and Estimates We describe our material accounting policies more fully in Note 2 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this annual report in Form 20-F.
An indication of our success to increase spending from existing customers in the internet access business is our net dollar-based retention rate, or NRR, which compares our Annual Recurring Revenue, or ARR, from the same set of customers as of a certain point in time, relative to the same point in time in the previous year ago period.
An indication of our success to increase spending from existing customers in the data collection business is our net dollar-based retention rate, or NRR, which compares our Annual Recurring Revenue, or ARR, from the same set of customers as of a certain point in time, relative to the same point in time in the previous year ago period.
This positive figure represents a $11.8 improvement compared to the $7.1 million used in continuing operating activities during the year ended December 31, 2022. The improvement is attributed to the growth in the enterprise internet access segment, combined with material cost reduction in the consumer internet access segment due to this business being scaled down, mainly in operating costs.
This positive figure represents a $12.7 improvement compared to the $8.1 million used in continuing operating activities during the year ended December 31, 2022. The improvement is attributed to the growth in the data collection segment, combined with material cost reduction in the consumer internet access segment due to this business being scaled down, mainly in operating costs.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this annual report in Form 20-F. We report financial information under IFRS as issued by the IASB.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this annual report in Form 20-F. We report financial information under IFRS Accounting Standards.
On September 7, 2023, in furtherance of our decision to scale down operations of our consumer internet access business to focus on revenue that yields high return on investment and profitability, the Company and O.R.B. agreed to further amend the O.R.B. agreement.
On September 7, 2023, in furtherance of our decision to scale down operations of our consumer data collection business to focus on revenue that yields high return on investment and profitability, the Company and O.R.B. agreed to further amend the O.R.B. agreement.
Lack of reliance on large customers We work continuously to increase our customer base, in order to reduce reliance on large customers.
Reliance on Large Customers We work continuously to increase our customer base, in order to reduce reliance on large customers.
Year ended December 31, U.S. dollars in millions 2023 2022 Payroll, related expenses and share-based payment 4.5 3.9 Media costs 1.5 5.6 Professional fees 0.1 0.1 Marketing 0.7 0.8 Amortization and impairment of intangible assets and depreciation 2.8 1.0 Other 0.4 0.4 Total Selling and marketing expenses 10.0 11.8 Our sales and marketing expenses totaled $10.0 million for the year ended December 31, 2023, a decrease of $1.8 million, or 15%, compared to $11.8 million for the year ended December 31, 2022.
Year ended December 31, U.S. dollars in millions 2024 2023 Payroll, related expenses and share-based payment 4.8 4.0 Media costs - 1.5 Payment processing fees 0.6 0.5 Marketing 1.1 0.7 Amortization and impairment of intangible assets and depreciation 0.1 2.8 Professional fees and other 0.4 0.5 Total Selling and marketing expenses 7.0 10.0 Our sales and marketing expenses totaled $7.0 million for the year ended December 31, 2024, a decrease of $3.0 million, or 30%, compared to $10.0 million for the year ended December 31, 2023.
Cost of Revenues Our total cost of revenue consists mainly of payments related to our enterprise access solutions with respect to publishers and ISPs for IP addresses, including servers’ costs required for the IP’s routing.
Cost of Revenues Our total cost of revenue consists mainly of payments related to our data collection solutions with respect to publishers and ISPs for IP addresses, including servers’ costs required for the IP’s routing.
We believe that the accounting policies below are critical to fully understand and evaluate our financial condition and results of operations. We prepare our consolidated financial statements in accordance with IFRS, as issued by the IASB.
We believe that the accounting policies below are critical to fully understand and evaluate our financial condition and results of operations. We prepare our consolidated financial statements in accordance with IFRS Accounting Standards.
We report our financial results in dollars and most of our revenues are recorded in dollars, while substantially all of the research and development expenses, as well as a portion of our cost of revenues, sales and marketing and general and administrative expenses, are incurred in NIS.
We report our financial results in dollars and most of our revenues are recorded in dollars, while most of the research and development expenses, a portion of the sales and marketing and general and administrative expenses, and a small portion of our cost of revenue expenses are incurred in NIS.
Year ended December 31, U.S. dollars in millions 2023 2022 Payroll, related expenses and share-based payment 2.9 2.8 Subcontractors 0.2 0.6 Other 0.5 0.4 Total Research and development expenses 3.6 3.8 Our research and development costs for the year ended December 31, 2023, amounted to $3.6 million, representing a decrease of $0.2 million, or 5%, compared to $3.8 million for the year ended December 31, 2022.
Year ended December 31, U.S. dollars in millions 2024 2023 Payroll, related expenses and share-based payment 3.7 2.9 Subcontractors 0.3 0.2 Other 0.5 0.5 Total Research and development expenses 4.5 3.6 Our research and development costs for the year ended December 31, 2024, amounted to $4.5 million, representing an increase of $0.9 million, or 26%, compared to $3.6 million for the year ended December 31, 2023.
For the 2023 and 2022 reporting periods, the recoverable amount of our CGUs was determined based on value-in-use calculations which require the use of assumptions. As a result, for the years ended December 31, 2023, and 2022, we recorded goodwill impairment loss of $6,311 thousand and $569 thousand, respectively.
For the 2024 and 2023 reporting periods, the recoverable amount of our CGUs was determined based on value-in-use calculations which require the use of assumptions. We recorded no impairment loss for the year ended December 31, 2024. For the year ended December 31, 2023, we recorded a goodwill impairment loss of $6,311 thousand.
Loss from continuing operations As a result of the foregoing, our loss from continuing operations for the year ended December 31, 2023, was $5.6 million, compared to a loss of $12.5 million for the year ended December 31, 2022. 5.B Liquidity and Capital Resources Overview As of February 29, 2024, our cash and cash equivalents of approximately $14.0 million were held for working capital, capital expenditures, investment in technology and business acquisition purposes.
Profit (loss) from continuing operations As a result of the foregoing, our profit from continuing operations for the year ended December 31, 2024, was $5.8 million, compared to a loss of $5.6 million for the year ended December 31, 2023. 5.B Liquidity and Capital Resources Overview As of December 31, 2024, our cash and cash equivalents of approximately $15.1 million were intended for working capital, capital expenditures, investment in technology and business acquisition purposes.
We expect research and development expenses to continue to increase in absolute dollars as we continue to invest in our research and product development efforts to enhance our product capabilities, address new threat vectors and access new customer markets. ● Sales and marketing . Sales and marketing expenses consist primarily of personnel costs, incentive commission costs and allocated overhead.
We expect research and development expenses to continue to increase in absolute dollars as we continue to invest in our research and product development efforts to enhance our product capabilities, address new threat vectors and access new customer markets. ● Sales and marketing .
Year ended December 31, U.S. dollars in millions 2023 2022 Software as a Service 23.7 11.9 Advertising services 2.8 6.7 Total Revenues 26.5 18.6 Our revenues for the year ended December 31, 2023, amounted to $26.5 million, representing an increase of $7.9 million, or 42%, compared to $18.6 million for the year ended December 31, 2022.
Year ended December 31, U.S. dollars in millions 2024 2023 Software as a Service 31.8 23.7 Advertising services * 2.8 Total Revenues 31.8 26.5 * Less than $0.1 Our revenues for the year ended December 31, 2024, amounted to $31.8 million, representing an increase of $5.3 million, or 20%, compared to $26.5 million for the year ended December 31, 2023.
The decrease was offset by an increase of $1.6 million in the enterprise internet access segment (43%), as a result of the increase in revenues which required higher resources and increased incentive payments. General and Administrative Expenses The following table summarizes our general and administrative costs for the periods presented.
The decrease was offset by an increase of $1.4 million in the web data collection segment (26%) to $6.7 million, as a result of the increase in revenues which required higher sales and marketing resources and increased incentive payments. General and Administrative Expenses The following table summarizes our general and administrative costs for the periods presented.
Gross Profit As a result of a higher increase in revenues compared to cost of revenues, gross profit grew by $8.7 million to $18.8 million, representing an 86% increase during 2023, compared to gross profit in 2022. 43 Research and Development Expenses The following table summarizes our research and development costs for the periods presented.
Gross Profit As a result of a higher increase in revenues compared to cost of revenues, gross profit grew by $5.1 million to $23.9 million, representing an 27% increase during 2024, compared to gross profit in 2023. Research and Development Expenses The following table summarizes our research and development costs for the periods presented.
Cash Flows Provided by continuing Financing Activities During the year ended December 31, 2023, net cash provided by continuing financing activities was $2.2 million, primarily attributed to funding from a private placement, our ATM (as defined below) and warrants exercises in the aggregate net amount of $4.7 million.
During the year ended December 31, 2023, net cash provided by continuing financing activities was $2.2 million, primarily attributed to funding from a private placement, and sales of ADSs under an at the market offering, as well as warrants exercises in the aggregate net amount of $4.7 million.
Year ended December 31, U.S. dollars in millions 2023 2022 Internet protocols addresses costs 3.8 2.1 Amortization and impairment of intangible assets and depreciation 0.9 1.1 Traffic acquisition costs 1.1 3.1 Payroll, related expenses and share-based payment 0.4 0.4 Networks and servers 0.8 0.6 Clearing fees 0.7 1.1 Other * * Total cost of revenues 7.7 8.4 Gross profit 18.8 10.1 Gross profit out of revenues % 71 % 55 % * Less than $0.1.
Year ended December 31, U.S. dollars in millions 2024 2023 Internet protocols addresses costs 5.5 3.8 Amortization and impairment of intangible assets and depreciation 0.6 0.9 Traffic acquisition costs * 1.1 Payroll, related expenses and share-based payment 0.3 0.4 Networks and servers 1.2 0.8 Platform providers fees 0.2 0.7 Other 0.1 * Total cost of revenues 7.9 7.7 Gross profit 23.9 18.8 Gross profit out of revenues % 75 % 71 % * Less than $0.1 Our cost of revenues for the year ended December 31, 2024, amounted to $7.9 million, representing an increase of $0.2 million or 3% compared to $7.7 million for the year ended December 31, 2023.
Comparison of the year ended December 31, 2023, to the year ended December 31, 2022 Results of Operations from Continuing Operations Year ended December 31, U.S. dollars in millions 2023 2022 Consolidated Statements of Profit or Loss Revenue 26.5 18.5 Cost of revenue 7.7 8.4 Gross profit 18.8 10.1 Research and development expenses 3.6 3.8 Selling and marketing expenses 10.0 11.8 General and administrative expenses 4.4 6.6 Impairment of goodwill 6.3 0.6 Operating loss (5.5 ) (12.7 ) Financial expense, net (0.6 ) (0.1 ) Loss from continuing operations before income tax (6.1 ) (12.8 ) Tax benefit 0.5 0.3 Loss from continuing operations (5.6 ) (12.5 ) 42 Revenues The following table summarizes our revenues by types for the periods presented.
As a result, we are exposed to fluctuations in exchange rates which affect our finance expense or finance income . 40 Comparison of the year ended December 31, 2024, to the year ended December 31, 2023 Results of Operations from Continuing Operations Year ended December 31, U.S. dollars in millions 2024 2023 Consolidated Statements of Profit or Loss Revenues 31.8 26.5 Cost of revenues 7.9 7.7 Gross profit 23.9 18.8 Operating Expenses: Research and development expenses 4.5 3.6 Selling and marketing expenses 7.0 10.0 General and administrative expenses 5.7 4.4 Impairment of goodwill - 6.3 Total operating expenses 17.2 24.3 Operating profit (loss) 6.7 (5.5 ) Finance income, net 0.3 (0.6 ) Profit (loss) from continuing operations before income tax 7.0 (6.1 ) Tax benefit (expense) 1.2 (0.5 ) Profit (loss) from continuing operations 5.8 (5.6 ) Revenues The following table summarizes our revenues by types for the periods presented.
As of February 29, 2024, our cash and cash equivalents were approximately $14.0 million. We expect that our current resources will be sufficient to meet our anticipated cash needs for the next twelve months. Our operating plans may change as a result of many factors that may currently be unknown to us, which may impact our funding plans.
We expect that our current resources will be sufficient to meet our anticipated cash needs for the foreseeable future and at least for the next 12 months. Our operating plans may change as a result of many factors that may currently be unknown to us, which may impact our funding plans.
Year ended December 31, U.S. dollars in millions 2023 2022 Payroll, related expenses and share-based payment 2.0 2.1 Professional fees 2.1 4.0 Other 0.3 0.6 Total General and administrative expenses 4.4 6.7 Our general and administrative expenses totaled $4.4 million for the year ended December 31, 2023, a decrease of $2.3, or 34%, compared to $6.7 million for the year ended December 31, 2022.
Year ended December 31, U.S. dollars in millions 2024 2023 Payroll, related expenses and share-based payment 2.9 2.0 Professional fees 1.8 2.1 Impairment loss on trade receivables 0.4 * Other 0.6 0.3 Total General and administrative expenses 5.7 4.4 * Less than $0.1 Our general and administrative expenses totaled $5.7 million for the year ended December 31, 2024, an increase of $1.3 million, or 32%, compared to $4.4 million for the year ended December 31, 2023.
Personnel costs are the most significant component of our operating expenses and consist of salaries, benefits, bonuses, share-based compensation and, with regards to sales and marketing expenses, also sales commissions. Operating expenses also include contractors, consultants and other professional services costs, overhead costs for facilities, IT and depreciation. ● Research and development .
Operating Expenses Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of our operating expenses and consist of salaries, benefits, bonuses, share-based compensation and, with regards to sales and marketing expenses, also sales commissions.
Financial Expenses, net We had net financial expenses of $0.6 million for the year ended December 31, 2023, compared to net financial expenses of $0.1 million for the year ended December 31, 2022.
Financial income (expense), net We had net finance income of $0.3 million for the year ended December 31, 2024, compared to net finance expense of $0.6 million for the year ended December 31, 2023.
Operating Loss As a result of the foregoing, our operating loss for the year ended December 31, 2023, was $5.5 million, compared to an operating loss of $12.7 million for the year ended December 31, 2022.
There was no goodwill impairment in 2024. 43 Operating profit (loss) As a result of the foregoing, our operating profit for the year ended December 31, 2024, was $6.7 million, compared to an operating loss of $5.5 million for the year ended December 31, 2023.
Once a customer has purchased a subscription from us, we have historically experienced significant expansion with them over time as they add additional features, geographic coverage, users, and digital intelligence solutions. We look at the increase in spending from our customers as an indication of the value we provide them over time.
When customers have purchased subscriptions from us, we have achieved significant expansion with them over time as they add additional features, geographic coverage, users, and digital intelligence solutions. We believe the increased spending from our customers is an indication of the value we provide them with over time.
General and administrative personnel include our executive, finance, legal, human resources and administration. Professional services included in our general and administrative expenses consist primarily of legal, auditing, accounting and other consulting costs. Our general and administrative expenses decreased in absolute dollars in 2023 due to the settlement of legal proceedings in May 2022.
General and administrative expenses consist mainly of personnel costs, professional services and allocated overhead. General and administrative personnel include our executive, finance, legal, human resources and administration. Professional services included in our general and administrative expenses consist primarily of legal, auditing, accounting and other consulting costs.
The increase is mainly related to interest expenses related to the fully repaid bank short-term loan and the strategic funding loan, as well as finance expenses related to the September 2023 private placement.
This change is mainly related to interest income from cash deposits in 2024, compared to interest expenses in 2023 related to the bank short-term loan and the strategic funding loan, as well as finance expenses related to the September 2023 private placement.
As of December 31, 2023, we received aggregate funding of $2.55 million and repaid to O.R.B. an amount of approximately $1.3 million from the revenues that were generated as a result of the funding, and approximately $1.25 million is currently outstanding.
In consideration for said amendments of the O.R.B. agreement, O.R.B. was entitled to a total of $0.5 million. 45 As of December 31, 2024, we received aggregate funding of $2.6 million and repaid to O.R.B. an amount of approximately $1.5 million from the revenues that were generated as a result of the funding, and approximately $1.1 million is currently outstanding.
Cash Flows Provided by continuing Investing Activities During the year ended December 31, 2023, net cash provided by continuing investing activities was $0.6 million, compared to $5.1 million during the year ended December 31, 2022.
This investment was partially offset by interest of $0.8 million received from short-term bank deposits. During the year ended December 31, 2023, net cash provided by continuing investing activities was $0.6 million, compared to $5.1 million during the year ended December 31, 2022.
Results of cashflows from continuing operations December 31, U.S. dollars in millions 2023 2022 Net cash provided by (used in) continuing operating activities 4.7 (7.1 ) Net cash provided by continuing investing activities 0.6 5.1 Net cash provided by continuing financing activities 2.2 2.6 Change in cash and cash equivalents 7.5 0.5 45 Cash Flows Provided by (Used in) continuing Operating Activities During the year ended December 31, 2023, net cash provided by continuing operating activities was $4.7 million, primarily attributed to cash flows from customers’ payments which exceeded the cost of revenues and the operational costs, primarily form the enterprise internet access segment.
Results of cashflows from continuing operations December 31, U.S. dollars in millions 2024 2023 Net cash provided by continuing operating activities 8.9 4.6 Net cash provided by (used in) continuing investing activities (9.3 ) 0.7 Net cash provided by continuing financing activities 4.7 2.2 Net increase in cash and cash equivalents 4.3 7.5 44 Cash Flows Provided by (Used in) continuing Operating Activities During the year ended December 31, 2024, net cash provided by continuing operating activities was $8.9 million, primarily attributable to an increase in the Company’s operating profit from the data collection segment.
During 2023, 46% of our enterprise internet access revenue derived from 34 customers who purchased services in amounts ranging between $100,000 and $1,000,000, and 22% of our revenue was generated from 131 customers who bought services at amounts range between $10,000 and $100,000.
During 2024, approximately 41% of our data collection revenue derived from 42 customers who purchased services in amounts ranging between $100,000 and $1,000,000, and approximately 16.0% of our revenue was generated from 152 customers who bought services at amounts range between $10,000 and $100,000.
Gross Margin Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, the mix of products sold, the costs related to our enterprise access solutions, the amortization of acquired technologies and the personnel costs involved in the generation of the revenue. 41 Operating Expenses Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses.
Until July 2023, we paid material traffic acquisition costs and platform providers fees to Apple and Google, related to the consumer segment, before it was scaled down. 39 Gross Margin Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, the mix of products sold, the costs related to our enterprise access solutions, the amortization of acquired technologies and the personnel costs involved in the generation of the revenue.
Research and development expenses consist primarily of personnel costs and allocated overheads, as well as the costs of subcontractors assisting our research and development team.
Operating expenses also include contractors, consultants and other professional services costs, overhead costs for facilities, IT and depreciation. ● Research and development . Research and development expenses consist primarily of personnel costs and allocated overheads, as well as the costs of subcontractors assisting our research and development team.
Spring Ltd., or O.R.B., as further amended, of up to $4.0 million to support the growth of our consumer access solutions and its customer acquisition program. The repayment of the funding was based on a revenue share model in connection with sales generated from new customers acquired with each funding installment.
Strategic Funding On August 8, 2022, we signed a strategic funding agreement with O.R.B. Spring Ltd., or O.R.B., as further amended, of up to $4.0 million to support the growth of our consumer access solutions and its customer acquisition program.
We believe that we will need to invest additional resources in targeted international markets to drive awareness and market adoption.
We invest in sales and marketing efforts to increase market awareness, educate prospective customers, and drive the adoption of our solution. We believe that we will need to invest additional resources in targeted global markets to drive awareness and market adoption.
Our discussion and analysis for the year ended December 31, 2022, can be found in our annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023.
Our discussion and analysis for the year ended 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 14, 2024. Our Business Model Alarum is a global provider of web data collection solutions. We currently operate in one segment: web data collection.
Sales and Marketing Expenses The following table summarizes our sales and marketing costs for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
The sales and marketing costs of the consumer segment decreased by $5.6 million from $7.7 million in 2022 to $2.1 million due to the scale down in this business’ operations.
The sales and marketing costs of the consumer segment decreased by $2.1 million from $2.1 million in 2023 to close to $0 million due to the 2023 scale down in this business’ operations including a decrease of $2.2 million recognized in 2023 as a result of customer relations impairment related to this segment.
We expense commission costs as incurred. Until the second quarter of 2023, we had material media costs, which were required for customer acquisitions in the consumer access segment – an activity we stopped in July 2023. We also spend money on market development programs, promotions and other marketing activities, outside consulting costs, and travel expense.
Sales and marketing expenses consist primarily of personnel costs, incentive commission costs, payment processing fees and allocated overhead. We expense commission costs as incurred. Until the second quarter of 2023, we had material media costs, which were required for customer acquisitions in the consumer access segment – an activity we stopped in July 2023.
Our prospective customers in the enterprise access segment often do not have a specific portion of their information technology budgets allocated for products that address the next generation of privacy solutions. We invest in sales and marketing efforts to increase market awareness, educate prospective customers, and drive the adoption of our solution.
Also, our revenues from consumers access tools rely on consumers’ willingness to spend money to increase their safety and privacy while using the internet. Our prospective customers in the enterprise access segment often do not have a specific portion of their information technology budgets allocated for products that address the next generation of privacy solutions.
We expect sales and marketing expenses to continue to increase in absolute dollars as we increase the size of our sales and marketing activities and expand our international sales and marketing operations. ● General and administrative . General and administrative expenses consist mainly of personnel costs, professional services and allocated overhead.
We also spend money on market development programs, promotions and other marketing activities, outside consulting costs, and travel expense. We expect sales and marketing expenses to continue to increase in absolute dollars as we increase the size of our sales and marketing activities and expand our international sales and marketing operations. ● General and administrative .
Also, the Company benefited from a reduction of $2.4 million of legal fees, due to patent related proceedings that were resolved by a settlement on May 17, 2022. During the year ended December 31, 2022, net cash used in continuing operating activities was $7.1 million, primarily attributed to operational costs which exceeded cash flows from customers’ payments.
Also, the Company benefited from a reduction of $2.4 million of legal fees, due to patent related proceedings that were resolved by a settlement on May 17, 2022.
Change in Cash and Cash Equivalents As a result of the foregoing, our cash and cash equivalents from continuing operations increased in the amount of $7.5 million during the year ended December 31, 2023, compared to an increase in the amount of $0.5 million during the year ended December 31, 2022. 46 United Mizrahi-Tefahot Bank Credit Line We drew a $1.6 million short-term bank loan from our $2 million one-year credit line which was secured from Mizrahi Bank on May 25, 2022.
Change in Cash and Cash Equivalents As a result of the foregoing, our cash and cash equivalents from continuing operations increased in the amount of $4.3 million during the year ended December 31, 2024, compared to an increase in the amount of $7.5 million during the year ended December 31, 2023.
These increases were partially offset by a $4.8 million decrease (48%) in the consumer internet access segment revenues, from $10.0 million to $5.2 million, due to the cessation of the advertising services in mid-2023 and the scale down in the consumer product operations and revenues.
This increase was partially offset by a $4.3 million decrease (83%) in the consumer internet access segment revenues, from $5.2 million to $0.9 million, due to the cessation of the advertising services in mid-2023 and the scale down in the consumer product operations and revenues. 41 Cost of Revenues The following table summarizes our cost of revenues for the periods presented, as well as presenting the gross profit as a percentage of total revenues.
The decrease is primarily attributed to a $2.6 million reduction in the consumer internet access cost of revenues, mainly traffic acquisition costs which amounted to $1.1 million in 2023 compared to $3.1 million in 2022 as a result of the cessation of operation of the advertising services.
It was partially offset by a $1.6 million reduction in the consumer internet access cost of revenues, mainly traffic acquisition costs related to the cessation of operation of the advertising services which amounted to $1.1 million in 2023 compared to $0 in 2024, and a reduction of platform providers fees as a result of the scale down of the products sales under this segment.
We then calculate the average of the trailing four quarter point-in-time NRR to arrive at the NRR. As of December 31, 2023, our NRR was 1.53, which means that the existing customers increased their ARR from 2022 by 53%, regardless of any increase in revenues generated from new customers.
We then calculate the average of the trailing four quarter point-in-time NRRs to arrive at the NRR. As of December 31, 2024, our NRR was 1.27. This, compared to an NRR of 1.53 as of December 31, 2023.
We had three customers that purchased services in amounts greater than $1,000,000, and they generated together approximately 27% of the total enterprise internet access business revenues. 40 Expansion from existing customers Our large base of customers represents a significant opportunity for further sales expansion.
We had 7 customers that purchased services in amounts greater than $1,000,000, and they generated together approximately 39% of the total data collection business revenues.
The following tables show the reconciled effect of the non-cash expenses/income on our net loss for the years ended December 31, 2023, and 2022: December 31, U.S. dollars in millions 2023 2022 Loss from continuing operations for the year (5.6 ) (12.4 ) Adjustments: Assets depreciation, amortization and impairment 3.5 2.0 Finance expense (income), net 0.6 * Tax benefit (0.5 ) (0.3 ) EBITDA loss (2.0 ) (10.7 ) Adjustments: Share-based compensation 0.9 1.6 Impairment of goodwill 6.3 0.6 Adjusted EBITDA (Adjusted EBITDA loss) for the year 5.2 (8.5 ) * Less than $0.1 million.
Investors are encouraged to review the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures provided in the financial statement tables herein. 37 The following tables present the reconciled effect of the above on the Company’s Adjusted EBITDA and non-IFRS net profit for the year ended December 31, 2024, and 2023: December 31, U.S. dollars in millions 2024 2023 Net profit (loss) from continuing operations 5.8 (5.6 ) Adjustments: Depreciation, amortization and impairment of intangible assets 0.6 3.5 Financial expense (income), net (0.4 ) 0.6 Tax expense (benefit) 1.4 (0.5 ) EBITDA (EBITDA loss) 7.4 (2.0 ) Adjustments: Impairment of goodwill - 6.3 Share-based compensation 2.0 0.9 Adjusted EBITDA 9.4 5.2 December 31, U.S. dollars in millions 2024 2023 Net profit (loss) from continuing operations 5.8 (5.6 ) Adjustments: Depreciation, amortization and impairment of intangible assets 0.6 3.5 Financial expense, net effects 0.1 0.1 Impairment of goodwill - 6.3 Deferred tax effects (0.1 ) (0.5 ) Share-based compensation 2.0 0.9 Non-IFRS net profit 8.4 4.7 Factors Affecting our Performance We rely on businesses requiring gathering data over the Internet using residential and Data Center IP addresses from various geographies.
Also, in July 2023 we sold our legacy cybersecurity solutions, which is considered in this annual report on Form 20-F as a discontinued operation. Key Business Metric We monitor the key business metrics set forth below to help us evaluate and establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies.
Key Business Metric We monitor the key business metrics set forth below to help us evaluate and establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. Our key non-IFRS business metrics are EBITDA (EBITDA loss), Adjusted EBITDA (Adjusted EBITDA loss), and non-IFRS net profit (loss). EBITDA or EBITDA loss.
Cost of Revenues The following table summarizes our cost of revenues for the periods presented, as well as presenting the gross profit as a percentage of total revenues. The period-to-period comparison of results is not necessarily indicative of results for future periods.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
Taxes on income We had a tax benefit of $0.5 million for the year ended December 31, 2023, compared to a tax benefit of $0.3 million for the year ended December 31, 2022.
Tax benefit (expense) We had a tax expense of $1.2 million for the year ended December 31, 2024, compared to a tax benefit of $0.5 million for the year ended December 31, 2023. The change to tax expense is due to the profit before income tax generated by NetNut in 2024, after utilizing all of its carryforward tax losses.
During the year ended December 31, 2022, net cash provided by continuing financing activities was $2.6 million, primarily attributed to short-term bank loans ($1.6 million) and proceeds from long term loan, net after repayments ($1.4 million). The cash provided by the loans was partially offset by increased lease payments of $0.4 million.
Cash Flows Provided by continuing Financing Activities During the year ended December 31, 2024, net cash provided by continuing financing activities was $4.7 million, primarily attributed to warrants and options exercises.
Our ability to increase sales to existing customers will depend on a number of factors, including our customers’ satisfaction with our solutions, pricing and support, the competition and the overall changes in our customers’ spending levels. 5.A Operating Results Components of Operating Results Revenue We generate SaaS revenues as detailed under “Our Business Model” above.
Our NRR may fluctuate due to a number of major factors, such as: material changes in our customers’ businesses; our customers’ satisfaction with our solutions; pricing; support; and the competition which may impact the revenues from significant customers due to changes in our customers’ spending levels. 5.A Operating Results Components of Operating Results Revenue We generate SaaS revenues when customers subscribe to our web data collection and consumer internet access platforms and pay for the packages they choose.
During the year ended December 31, 2022, net cash provided by continuing investing activities was $5.0 million, due to the sale of the short-term investments, as stated above, compared to net cash used in continuing investing activities of $9.8 million during the year ended December 31, 2021, which stemmed from the investment of $5.8 in short-term investments and $3.7 million that was paid with respect to the purchase of CyberKick.
Cash Flows Provided by continuing Investing Activities During the year ended December 31, 2024, net cash used in continuing investing activities was $9.3 million, compared to $0.6 million provided during the year ended December 31, 2023. The operating cash flow generated in 2024 was invested primarily in $10.0 million of debt investments.
The ADSs were to be offered and sold pursuant to our shelf Registration Statement on Form F-3 (File No. 333-253983), or the F-3, which became effective on March 15, 2021, and the prospectus supplement relating to the Sales Agreement, dated November 25, 2022. In that regard, we registered up to $100,000,000 of the ADSs on such registration statement.
Shelf Registration Statement On November 25, 2024, we filed a shelf Registration Statement on Form F-3 (File No. 333-283429), or the F-3, which became effective on November 29, 2024. We may offer and sell from time to time in one or more offerings up to a total amount of $100 million of ADSs.
The research and development costs of the consumer internet access segment decreased from $1.85 million in 2022 to $0.8 million in 2023 due to the scale down in this segment’s operations. The reduction was offset by a $0.8 million increase (40%) in the development costs of the enterprise internet access segment, mainly due to higher headcount and payroll costs.
The increase was offset by the stoppage of the development costs in the consumer internet access segment which resulted in a $0.7 million decrease from $0.8 million in 2023 to $0.1 million in 2024. 42 Sales and Marketing Expenses The following table summarizes our sales and marketing costs for the periods presented.
The decrease is also attributed to a $0.6 million reduction in amortization and impairment of intangible assets due to the consumer internet access segment scale down. The decrease was offset by a $2.5 million increase in the enterprise internet access segment cost that supported the sharp increase in this segment’s revenues.
The increase is primarily attributed to a $2.1 million increase in the web data collection segment cost of revenues that supported the increase in this segment’s revenues.
The increase is attributed to a $12.8 million increase from $8.5 million to $21.3 million (151%) in the enterprise internet access segment revenues generated by NetNut compared to 2022.
The increase is attributed to a $9.6 million increase from $21.3 million to $30.9 million (45%) in the web data collection segment revenues compared to 2023 due to an increase in sales volume.
This is a non-IFRS financial measure that we define as EBITDA or EBITDA loss, as further adjusted to remove the impact of (i) impairment of goodwill (if any); (ii) share-based compensation; (iii) contingent consideration measurement (if any). 39 In accordance with accounting standards, we are required to record non-cash expenses and non-core expenses, which have a material effect on our profitability.
We define EBITDA (EBITDA loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets, financial income (expense) and income tax. Adjusted EBITDA or Adjusted EBITDA loss . We define Adjusted EBITDA (Adjusted EBITDA loss) as EBITDA (EBITDA loss) as further adjusted to remove the impact of (i) impairment of goodwill (if any); and (ii) share-based compensation.
We believe that our current cash and cash equivalents will be sufficient to meet our anticipated cash needs for the next twelve months.
We also had approximately $9.9 million as long-term debt investments, primarily in the United States and other countries high rated corporate bonds, including accrued interest. We believe that our cash and cash equivalents will be sufficient to meet our anticipated cash needs for the foreseeable future and at least for the next 12 months.
Finance Expense/Income Finance expense/income consists primarily of interest payments derived from our strategic funding (for more information, see “Item 5.B - Liquidity and Capital Resources - Change in cash and cash equivalents”). We also have exchange rate differences, which can impact our finance expense/income.
Financial Expense/Income Finance expense/income derives primarily from changes in the fair value of derivative financial instruments, mainly warrants issued to investors in 2019 and 2020. We also have interest income from cash deposits balances and exchange rate differences, which can impact our finance expense/income.
By excluding non-cash items that have been expensed in accordance with IFRS, we believe that the Company’s non-IFRS results provide information to both management and investors that is useful in assessing the Company’s core operating performance and in evaluating and comparing the Company’s results of ongoing operations on a consistent basis from period to period.
We believe the non-IFRS financial information provided in this report is useful to investors’ understanding and assessment of the Company’s ongoing operations. Management also uses both IFRS and non-IFRS information in evaluating and operating its business internally, and as such, deemed it important to provide this information to investors.
Removed
Our Business Model We generate SaaS revenues when customers are subscribing to our enterprise and consumer access platforms and paying for the packages they choose. The packages are usually for the earlier of one to twelve months or maximum bandwidth usage in the enterprise access segment, and for a month or a year in the consumers access segment.
Added
Our web data collection solutions are provided through our wholly owned subsidiary NetNut and offer secured, fast, and anonymous IPPN Solutions to our business customers which, in turn, enables them to anonymously and securely browse the internet as well as to collect data from any publicly available source on the web, for their own business purposes.
Removed
Our revenue is recognized on a straight-line basis over the package period. Until July 2023, we generated revenues on the consumer access arena also from providing advertising services to enterprise customers, using marketing tools on various sites in order to persuade users to acquire our enterprise customers’ privacy products.
Added
Our IPPN solutions allow organizations to collect vast amounts of accurate, transparent web data from public online sources by simultaneously connecting to the Internet from different IP addresses. Our customers can choose from various types of IPs from our IP pool which contains millions of IPs, including ISP IPs, data center IPs, and residential service provider IPs.
Removed
Revenue was recognized at the point in time when a user purchased an application or software of a customer. On July 4, 2023, we announced our intention to scale down the Consumer Internet Access business operations (see “Item 4.B. Business Overview”). As a result, we ceased to generate these advertising revenues.
Added
With our solutions, customers gain data-driven information that provides valuable insights with respect to predictive capabilities or behaviors, thereby assisting ongoing business management operation and decision making. An added benefit to our customers is the fact that utilizing our network completely conceals enterprises from the internet by modifying IP addresses, thus ensuring high levels of privacy for their online presence.
Removed
Our non-IFRS key business metrics are EBITDA, EBITDA loss, Adjusted EBITDA and Adjusted EBITDA loss. EBITDA or EBITDA loss. This is a non-IFRS financial measure that we define as a net loss from continuing operations before depreciation, amortization and impairment of intangible assets, interest, and tax. Adjusted EBITDA or Adjusted EBITDA loss .
Added
Our solutions enable access to the internet through millions of end points globally, thus ensuring multiple business use cases, including large-scale data collection and analysis, cyber security, price comparison, ad verification, search engine optimization validations, web data extraction, collection of data for financial analysis, and more.
Removed
We believe that these non-IFRS financial measures are useful in evaluating our business because of varying available valuation methodologies, subjective assumptions and the variety of financial instruments that can impact a company’s non-cash expenses, and because they exclude non-core cash expenditures such as the expenses mentioned above, that do not reflect the performance of our core business.
Added
Non-IFRS net profit (loss) . We define non-IFRS net profit (loss) as net profit (loss) before depreciation, amortization and impairment of intangible assets, impairment of goodwill, financial income (expense) effects primarily related to derivative financial instruments and long-term loan, deferred tax effects and share-based compensation.
Removed
Our management also uses both IFRS and non-IFRS information in evaluating and operating our business internally.
Added
The non-IFRS financial measures disclosed by the Company should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with IFRS, and the financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

… 34 more changes not shown on this page.

Item 6. [Reserved]

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

71 edited+13 added−12 removed131 unchanged
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.
Indemnification The Israeli Companies Law and the Israeli Securities Law provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification: ● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Israeli Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Israeli Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
Indemnification The Israeli Companies Law and the Securities Law provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification: ● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Israeli Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Israeli Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
Under the Israeli Companies Law, our audit committee is responsible for: (i) 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; (ii) 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 Israeli 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 “—Approval of Related Party Transactions under Israeli Law”); (iii) 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; (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; (v) 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; 57 (vi) 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 (vii) 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.
Under the Israeli Companies Law, our audit committee is responsible for: (i) 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; (ii) 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 Israeli 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 “—Approval of Related Party Transactions under Israeli Law”); (iii) 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; (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; 55 (v) 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; (vi) 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 (vii) 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.
Tal is a certified Israeli public accountant. 51 Family Relationships There are no family relationships between any of our office holders. Arrangements for Election of Directors and Members of Management There are no arrangements or understandings with major shareholders, customers, suppliers, or others pursuant to which any of our executive management or our directors were selected. See “Item 7.B.
Tal is a certified Israeli public accountant. Family Relationships There are no family relationships between any of our office holders. Arrangements for Election of Directors and Members of Management There are no arrangements or understandings with major shareholders, customers, suppliers, or others pursuant to which any of our executive management or our directors were selected. See “Item 7.B.
An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the ISA), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. 62 The Israeli Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and ● an amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the ISA), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. 60 The Israeli Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion: ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and ● an amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
Weiss has established a commendable track record representing a diverse array of public and private companies, both locally and globally. He holds a Bachelor of Laws (LL.B) and a Bachelor of Business Administration (B.B.A) from Reichman University, as well as a Master of Laws (LL.M) from Tel Aviv University. Avi Rubinstein, Director Mr.
Weiss has established a commendable track record representing a diverse array of public and private companies, both locally and globally. He holds a Bachelor of Laws (LL.B) and a Bachelor of Business Administration (B.B.A) from Reichman University, as well as a Master of Laws (LL.M) from Tel Aviv University. 48 Avi Rubinstein, Director Mr.
The compensation policy must furthermore consider the following additional factors: ● the knowledge, 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 terms offered and the average and median compensation of the other employees of 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 59 ● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.
The compensation policy must furthermore consider the following additional factors: ● the knowledge, 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 terms offered and the average and median compensation of the other employees of the company; 57 ● 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.
(2) The Audit Committee serves also as the Financial Statements Examination Committee pursuant to regulations under the Israeli Companies Law. (3) Independent Director (pursuant to regulations under the Israeli Companies Law and Nasdaq Stock Market rules). Chen Katz, Chairman of the Board of Directors Mr. Chen Katz has served as Chairman of our board of directors since January 2019. Mr.
(2) The Audit Committee serves also as the Financial Statements Examination Committee pursuant to regulations under the Israeli Companies Law. (3) Independent Director (pursuant to regulations under the Israeli Companies Law and Nasdaq Stock Market rules). 47 Chen Katz, Chairman of the Board of Directors Mr. Chen Katz has served as Chairman of our board of directors since January 2019.
(acquired by Oracle) during 2002-2011. Mr. Avnit holds a B.A. in Accounting & Economics as well as an M.B.A. with majors in Finance and Marketing, both from Tel Aviv University. 50 Omer Weiss, Legal Counsel Mr. Omer Weiss has served as our Legal Counsel since March 2024.
(acquired by Oracle) during 2002-2011. Mr. Avnit holds a B.A. in Accounting & Economics as well as an M.B.A. with majors in Finance and Marketing, both from Tel Aviv University. Omer Weiss, Legal Counsel Mr. Omer Weiss has served as our Legal Counsel since March 2024.
Avi Rubinstein as a director and member of the board until the conclusion of the next annual general meeting of shareholders of the Company. 56 Committees of the Board of Directors Our board of directors has established three standing committees, the audit committee, the compensation committee, and the Financial Statements Examination Committee.
Avi Rubinstein as a director and member of the board until the conclusion of the next annual general meeting of shareholders of the Company. Committees of the Board of Directors Our board of directors has established three standing committees, the audit committee, the compensation committee, and the Financial Statements Examination Committee.
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. 55 External Directors Under the Israeli Companies Law, except as provided below, companies incorporated under the laws of the State of Israel that are publicly traded, including Israeli companies with shares listed on the Nasdaq, are required to appoint at least two external directors who meet the qualification requirements set forth in the Israeli Companies Law.
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. 53 External Directors Under the Israeli Companies Law, except as provided below, companies incorporated under the laws of the State of Israel that are publicly traded, including Israeli companies with shares listed on the Nasdaq, are required to appoint at least two external directors who meet the qualification requirements set forth in the Israeli Companies Law.
For a description of the terms of our equity awards and equity incentive plan, see “Item 6.E. Share Ownership ” below. 53 Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his directorship with our company. C.
For a description of the terms of our equity awards and equity incentive plan, see “Item 6.E. Share Ownership ” below. Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his directorship with our company. 51 C.
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; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● exercising all rights, authority and functions of the Board under the Company’s Clawback Policy.
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; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● exercising all rights, authority and functions of the Board under the Company’s Clawback Policy (as defined below).
If the compensation of our directors is inconsistent with our stated compensation policy, then, provided that those provisions that must be included in the compensation policy according to the Israeli Companies Law have been considered by the compensation committee and board of directors, shareholder approval by a Special Majority will be required. 65 Executive officers other than the chief executive officer.
If the compensation of our directors is inconsistent with our stated compensation policy, then, provided that those provisions that must be included in the compensation policy according to the Israeli Companies Law have been considered by the compensation committee and board of directors, shareholder approval by a Special Majority will be required. 63 Executive officers other than the chief executive officer.
On September 13, 2023, our board of directors approved an increase in the number of Ordinary Shares reserved for issuance under the Global Incentive Plan by 5,000,000 Ordinary Shares, from 7,448,661 to 12,448,661. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 69
On September 13, 2023, our board of directors approved an increase in the number of Ordinary Shares reserved for issuance under the Global Incentive Plan by 5,000,000 Ordinary Shares, from 7,448,661 to 12,448,661. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 67
Our independent registered public accounting firm and our internal auditor are invited to attend all meetings of the audit committee when it is acting in the role of the financial statements examination committee. 58 Compensation Committee Under the Israeli Companies Law, the board of directors of any public company must establish a compensation committee.
Our independent registered public accounting firm and our internal auditor are invited to attend all meetings of the audit committee when it is acting in the role of the financial statements examination committee. 56 Compensation Committee Under the Israeli Companies Law, the board of directors of any public company must establish a compensation committee.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing the Company with services during this period. All amounts reported in the tables below reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2023.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing the Company with services during this period. 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 Israeli Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account. 66 D. Employees.
The Israeli Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account. 64 D. Employees.
If a majority of the board of directors has a personal interest, then shareholder approval is generally also required. 64 Disclosure of Personal Interests of a Controlling Shareholder Under the Israeli Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
If a majority of the board of directors has a personal interest, then shareholder approval is generally also required. 62 Disclosure of Personal Interests of a Controlling Shareholder Under the Israeli Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
Moshe Tal, whose current terms expire at the Company’s 2024 annual general meeting of shareholders and upon the election and qualification of their respective successors; and (iii) Class III directors are Mr. Chen Katz and Mr.
Moshe Tal, whose current terms expire at the Company’s 2027 annual general meeting of shareholders and upon the election and qualification of their respective successors; and (iii) Class III directors are Mr. Chen Katz and Mr.
Directors and Senior Management The following table sets forth information regarding our office holders 1 as of the date of this on annual report in Form 20-F: Name Age Position Audit Committee (2) Member Compensation Committee Member Chen Katz 52 Chairman of the Board of Directors Shachar Daniel 46 Chief Executive Officer, Director Shai Avnit 58 Chief Financial Officer Omer Weiss 37 Legal Counsel Avi Rubinstein 57 Director Yehuda Halfon 45 Director (3) X X Rakefet Remigolski 52 Director (3) X X Moshe Tal 62 Director (3) X X (1) “Office holder” as defined under the Israeli Companies Law: “general manager, chief business manager, deputy general manager, vice-general manager, any person filling any of these positions in the company even if he holds a different title, and a director or any other manager directly subordinate to the general manager”.
Directors and Senior Management The following table sets forth information regarding our office holders 1 as of the date of this on annual report in Form 20-F: Name Age Position Audit Committee (2) Member Compensation Committee Member Chen Katz 53 Chairman of the Board of Directors Shachar Daniel 46 Chief Executive Officer, Director Shai Avnit 59 Chief Financial Officer Omer Weiss 38 Legal Counsel Avi Rubinstein 58 Director Yehuda Halfon 46 Director (3) X X Rakefet Remigolski 53 Director (3) X X Moshe Tal 63 Director (3) X X (1) “Office holder” as defined under the Israeli Companies Law: “general manager, chief business manager, deputy general manager, vice-general manager, any person filling any of these positions in the company even if he holds a different title, and a director or any other manager directly subordinate to the general manager”.
See also Item 7.A., with respect to certain Ordinary Shares over which the Chairman of the Company or another designee may exercise a proxy with respect to limited items. Such shares are not included in the table above, as they are based on the office of chairperson rather than Mr.
See also Item 7.A., with respect to certain Ordinary Shares over which the Chairman of the Company or another designee may exercise a proxy with respect to limited items. Such shares are not included in the table above, as they are based on the office of the chairperson rather than Mr. Katz’s personal beneficial ownership.
We currently have directors’ and officers’ liability insurance, providing total coverage of $15 million for the benefit of all of our directors and officers, which expires on January 15, 2025, as well as Public Offering of Securities Insurance (POSI) providing a total coverage of $10 million for the benefit of all of our directors and officers, and covering a public offering of our securities on the Nasdaq Capital Market in August 2018, in respect of which we paid a seven-year premium of approximately $120,000, which expires on August 21, 2025.
We currently have directors’ and officers’ liability insurance, providing total coverage of $20 million for the benefit of all of our directors and officers, which expires on June 15, 2026, as well as Public Offering of Securities Insurance providing a total coverage of $10 million for the benefit of all of our directors and officers, and covering a public offering of our securities on the Nasdaq Capital Market in August 2018, in respect of which we paid a seven-year premium of approximately $120,000, which expires on August 21, 2025.
Related Party Transactions” for additional information. B. Compensation Compensation The following table presents in the aggregate all compensation we paid to our office holders as a group for the year ended December 31, 2023.
Related Party Transactions” for additional information. 49 B. Compensation Compensation The following table presents in the aggregate all compensation we paid to our office holders as a group for the year ended December 31, 2024.
Yehuda Halfon and Mr. Moshe Tal, each of whom was previously appointed as external directors, and Ms. Rakefet Remigolski, are “independent” for purposes of the Nasdaq Stock Market rules.
Moshe Tal, each of whom was previously appointed as external directors, and Ms. Rakefet Remigolski, are “independent” for purposes of the Nasdaq Stock Market rules.
All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and intellectual property assignment. However, the enforceability of the noncompetition provisions may be limited under applicable law.
On July 22, 2021, our board of directors approved that the Company meets all of the above requirements and therefore has resolved to adopt the corporate governance exemption set forth above, and accordingly as of July 22, 2021, we are not required to appoint external directors as such are defined in the Israeli Companies Law. The directors, Mr.
In 2021, our board of directors approved that the Company meets all of the above requirements and therefore has resolved to adopt the corporate governance exemption set forth above, and accordingly, we are currently not required to appoint external directors as such are defined in the Israeli Companies Law. The directors, Mr. Yehuda Halfon and Mr.
The share-based compensation was calculated based on the binomial model. 52 The table below reflects the compensation granted to the five most highly compensated senior officers 5 during or with respect to the year ended December 31, 2023.
The share-based compensation was calculated based on the binomial model. The table below reflects the compensation granted to the five most highly compensated senior officers 1 during or with respect to the year ended December 31, 2024.
In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of a board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.
In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of a board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member. 58 As noted above, the members of our compensation committee include Mr.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. (2) The percentages shown are based on 62,847,403 Ordinary Shares as issued and outstanding as of March 10, 2023.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. 65 (2) The percentages shown are based on 69,340,990 Ordinary Shares as issued and outstanding as of March 10, 2025.
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief executive officer, by the shareholders).
Katz is also a director of Nanomedic Technologies Ltd., Coral Smart Pool Inc. and Nicast Ltd., where he serves as the chairman of the board, Aminach Furniture and Mattresses Industry Ltd., Coral Smart Pool Ltd., Nanomedic Technologies Inc. NCK Capital Ltd. and Tripod Investments. Mr. Katz is also a Co-Founder and director of Connexa Capital Ltd. since February 2022.
Mr. Katz is also a director of Nanomedic Technologies Ltd., Coral Smart Pool Inc. and Nicast Ltd., where he serves as the chairman of the board, Inrom Construction Industries Ltd. (TASE: INRM), Coral Smart Pool Ltd., Nanomedic Technologies Inc. NCK Capital Ltd. and Tripod Investments. Mr. Katz is also a Co-Founder and director of Connexa Capital Ltd. since February 2022.
Alternate Directors Our amended and restated articles of association provide, as allowed by the Israeli Companies Law, that any director may, subject to the conditions set thereto including approval of the nominee by our board of directors, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever.
Rakefet Remigolski, are deemed independent for purposes of the Israeli Companies Law as well as under Nasdaq Stock Market rules. 54 Alternate Directors Our amended and restated articles of association provide, as allowed by the Israeli Companies Law, that any director may, subject to the conditions set thereto including approval of the nominee by our board of directors, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever.
Between 2006 and 2020, Mr. Katz served as the chief executive officer of TechnoPlus Ventures Ltd. (TASE: TNPV), an Israeli investment firm. From 2012 until 2021, Mr. Katz served on the board of directors of Compulab Ltd. (TASE: CLAB) and from 2010 to 2018, he served on the board of directors of D-Led Illumination Technologies Ltd. Mr.
Between 2006 and 2020, Mr. Katz served as the chief executive officer of TechnoPlus Ventures Ltd. (TASE: TNPV), an Israeli investment firm. From 2012 until 2021, Mr. Katz served on the board of directors of Compulab Ltd. (TASE: CLAB) and from 2018 to 2024, he served on the board of directors of Aminach Furniture and Mattresses Industry Ltd. Mr.
Failure to so indicate will result in the invalidation of that shareholder’s vote. The term “controlling shareholder” is defined in the Israeli Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
The term “controlling shareholder” is defined in the Israeli Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
There are no service contracts between the Company, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination of service. 63 Approval of Related Party Transactions under Israeli Law General Under the Israeli 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.
Approval of Related Party Transactions under Israeli Law General Under the Israeli 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.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our current compensation policy was approved by our shareholders on November 2, 2023. The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
All are engaged as employees. In addition to our senior management, we had approximately 50 employees, sub-contractor’s employees and consultants, on full and part time basis, almost all of whom are located in Israel. As of December 31, 2021, we had approximately 60 employees, sub-contractor’s employees and dedicated consultants world-wide.
As of December 31, 2024, we had 3 senior management positions on a full-time basis, all engaged as employees. In addition to our senior management, we had approximately 65 employees, sub-contractor’s employees and consultants, on full and part time basis, almost all of whom are located in Israel.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.6898 = $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 in the year ended December 31, 2023.
Amounts paid in NIS are translated into U.S. dollars either upon the expense recognition date rate, or a rate of NIS 3.6997 = $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 in the year ended December 31, 2024, as applicable.
(8) Includes 12,500 Ordinary Shares issued from RSUs, stock options to purchase 72,188 Ordinary Shares at an exercise price range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days. In addition, Mr.
(4) Includes 199,998 Ordinary Shares issued from RSUs, and stock options to purchase 534,027 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.42) and NIS 6.04 per share (approximately $1.66) that are exercisable within 60 days. In addition, Mr.
In addition, the Clawback Policy is designed to comply with the requirements under the Israeli Companies Law with respect to clawback provisions to be included in the Company’s compensation policy, as may be amended from time to time.
In addition, the Clawback Policy is designed to comply with the requirements under the Israeli Companies Law with respect to clawback provisions to be included in the Company’s compensation policy, as may be amended from time to time. In furtherance of Rule 10D-1, our Clawback Policy is attached as exhibit 97.1 to this annual report.
(9) Includes 12,500 Ordinary Shares issued from RSUs, stock options to purchase 72,188 Ordinary Shares at an exercise price range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days. In addition, Mr.
(9) Includes 50,000 Ordinary Shares issued from RSUs, stock options to purchase 45,938 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.42) and NIS 4.60 per share (approximately $1.27) that are exercisable within 60 days. In addition, Mr.
Insurance Under the Israeli 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.
The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; ● refrain from any action that is competitive with the company’s business; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder. 59 Insurance Under the Israeli 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.
For additional details, we also refer you to the full text of the Israeli Companies Law, as well as of our amended and restated articles of association, which articles are an exhibit to this annual report on Form 20-F, and are incorporated herein by reference.
For additional details, we also refer you to the full text of the Israeli Companies Law, as well as of our amended and restated articles of association, which articles are an exhibit to this annual report on Form 20-F, and are incorporated herein by reference. 61 There are no service contracts between the Company, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination of service.
(7) Includes 12,500 Ordinary Shares issued from RSUs, stock options to purchase 72,188 Ordinary Shares at an exercise price range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days. In addition, Ms.
(8) Includes 50,000 Ordinary Shares issued from RSUs, stock options to purchase 50,000 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.42) and NIS 4.60 per share (approximately $1.27) that are exercisable within 60 days. In addition, Ms.
Rubinstein holds, through his wholly owned affiliate, 62,500 RSUs and options to purchase 69,791 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Mr. Rubinstein’s options have expiration dates ranging from August 2, 2030, to December 19, 2032.
Rubinstein holds, through his wholly owned affiliate, 100,000 RSUs, and options to purchase 8,750 Ordinary Shares at an exercise price of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Mr. Rubinstein’s options have expiration dates ranging from August 25, 2031, to November 8, 2032.
Avi Rubinstein, whose current terms expire at the Company’s 2025 annual general meeting of shareholders and upon the election and qualification of their respective successors. 54 In addition, our amended and restated articles of association allow our board of directors to appoint directors to fill vacancies on our board of directors or in addition to the acting directors (subject to the limitation on the number of directors), to serve for the remaining period of time during which the director whose service has ended would have held office, or in case of an addition to the board of directors, in accordance with the class assigned to such appointed director, as determined by the board of directors at the time of such appointment.
In addition, our amended and restated articles of association allow our board of directors to appoint directors to fill vacancies on our board of directors or in addition to the acting directors (subject to the limitation on the number of directors), to serve for the remaining period of time during which the director whose service has ended would have held office, or in case of an addition to the board of directors, in accordance with the class assigned to such appointed director, as determined by the board of directors at the time of such appointment. 52 Under the Israeli Companies Law, any shareholder holding at least one percent of our outstanding voting power may nominate a director.
As noted above, the members of our compensation committee include Mr. Yehuda Halfon, Mr. Moshe Tal and Ms. Rakefet Remigolski, each of whom is “independent,” as such term is defined under Nasdaq rules. Yehuda Halfon serves as the chairman of our compensation committee.
Yehuda Halfon, Mr. Moshe Tal and Ms. Rakefet Remigolski, each of whom is “independent,” as such term is defined under Nasdaq rules. Yehuda Halfon serves as the chairman of our compensation committee. Internal Auditor Under the Israeli Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee.
Under the Israeli Companies Law, any shareholder holding at least one percent of our outstanding voting power may nominate a director. However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our board of directors.
However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our board of directors.
The following table lists as of March 10, 2024, the number of our shares beneficially owned by each of our office holders as a group: No. of Shares Beneficially Owned (1) Percentage Owned (2) Chen Katz (3) 2,463,123 3.8 % Shachar Daniel (4) 2,877,470 4.4 % Shai Avnit (5) 947,635 1.5 % Avi Rubinstein (6) 372,705 * Rakefet Remigolski (7) 84,688 * Yehuda Halfon (8) 84,688 * Moshe Tal (9) 84,688 * All office holders as a group (7 persons) 6,914,995 10.6 % * Less than 1%.
The following table lists as of March 10, 2025, the number of our shares beneficially owned by each of our office holders as a group: No. of Shares Beneficially Owned (1) Percentage Owned (2) Chen Katz (3) 603,330 * Shachar Daniel (4) 734,025 1.0 Shai Avnit (5) 369,586 * Omer Weiss (6) 41,670 * Avi Rubinstein (7) 104,391 * Rakefet Remigolski (8) 100,000 * Yehuda Halfon (9) 95,938 * Moshe Tal (10) 95,938 * All office holders as a group (8 persons) 2,144,878 3.0 % * Less than 1%.
On November 23, 2023, and November 27, 2023, our compensation committee and the board of directors, respectively, approved a policy designed to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act, or Rule 10D-1, and the listing standards of Nasdaq under Nasdaq Listing Rule 5608, or a Clawback Policy.
In 2023, our compensation committee and the board of directors approved a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers, which was designed to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act, or Rule 10D-1, and the listing standards of Nasdaq under Nasdaq Listing Rule 5608, or a Clawback Policy.
In furtherance of Rule 10D-1, our Clawback Policy is attached as exhibit 97.1 to this annual report. 60 Nasdaq Stock Market Requirements for Compensation Committee Under Nasdaq rules, we are required to maintain a compensation committee consisting of at least two members, all of whom are independent.
Nasdaq Stock Market Requirements for Compensation Committee Under Nasdaq rules, we are required to maintain a compensation committee consisting of at least two members, all of whom are independent.
In addition, Mr. Daniel holds 250,000 RSUs and options to purchase 337,500 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Mr. Daniel’s options have expiration dates ranging from September 15, 2030, to December 19, 2032.
Daniel holds 299,994 RSUs, and options to purchase 90,000 Ordinary Shares at an exercise price of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Mr. Daniel’s options have expiration dates ranging from August 1, 2030, to November 8, 2032.
(6) Includes 750 ADSs (7,500 Ordinary Shares) acquired through open market stock purchases, 12,500 Ordinary Shares issued from RSUs and stock options to purchase 371,250 Ordinary Shares at an exercise price range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days, held by Mr. Rubinstein’s wholly owned affiliate. In addition, Mr.
Weiss holds 108,342 RSUs that are not exercisable within 60 days. (7) Includes 50,000 Ordinary Shares issued from RSUs, and stock options to purchase 54,391 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.42) and NIS 4.00 per share (approximately $1.10) that are exercisable within 60 days, held by Mr. Rubinstein’s wholly owned affiliate. In addition, Mr.
We are providing this disclosure as good practice although we are not required to report or provide such disclosure pursuant to the Israeli Securities Law.
We are providing this disclosure as good practice although we are not required to report or provide such disclosure pursuant to the Securities Law. Employment and Services Agreements with Executive Officers We have entered into written employment or services agreements with each of our executive officers.
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. The audit committee is required to oversee the activities, and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan.
The audit committee is required to oversee the activities, and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan.
In sales and development/support activities we employed approximately 20 employees/consultants in each activity, while 14 employees were occupied in general, administrative and corporate activities. None of our employees is represented by labor unions or covered by collective bargaining agreements. As of December 31, 2022, we had 2 senior management positions on a full-time basis and one executive on part-time basis.
Out of the total number of employees, in sales and development/support activities we employed approximately 25 employees/consultants in each activity, while 15 employees were occupied in general, administrative and corporate activities. None of our employees is represented by labor unions or covered by collective bargaining agreements.
In addition, Mr. Katz holds 116,668 RSUs and options to purchase 168,750 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Mr. Katz’s options have expiration dates ranging between September 15, 2030, to December 19, 2032.
Katz holds 191,670 RSUs, and options to purchase 45,000 Ordinary Shares at an exercise price of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Mr. Katz’s options have expiration dates ranging between August 1, 2030, to November 8, 2032.
Remigolski holds 62,500 RSUs and options to purchase 32,813 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Ms. Remigolski’s options have expiration dates ranging between September 15, 2030, to December 19, 2032.
Remigolski holds 100,000 RSUs, and options to purchase 8,750 Ordinary Shares at an exercise price ranging of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Ms. Remigolski’s options have expiration dates ranging between July 22, 2031, to November 8, 2032.
Halfon holds 62,500 RSUs and options to purchase 32,813 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Mr. Halfon’s options have expiration dates ranging between September 15, 2030, to December 19, 2032.
Halfon holds 100,000 RSUs, and options to purchase 8,750 Ordinary Shares at an exercise price ranging of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Mr. Halfon’s options have expiration dates ranging between July 22, 2031, to November 8, 2032.
Avnit holds 150,000 RSUs and options to purchase 243,335 Ordinary Shares at exercise prices ranging between NIS 1.27 to NIS 4.00 per share that are not exercisable within 60 days. Mr. Avnit’s options have expiration dates ranging from August 2, 2030, to November 28, 2032.
Avnit holds 212,500 RSUs, and options to purchase 87,501 Ordinary Shares at an exercise price of NIS 1.27 per share (approximately $0.35) that are not exercisable within 60 days. Mr. Avnit’s options have expiration dates ranging from August 25, 2031, to November 28, 2032. (6) Includes 41,670 Ordinary Shares issued from RSUs. In addition, Mr.
(3) Includes 7,000 ADSs (70,000 Ordinary Shares) acquired through open market stock purchases, 135,286 ADSs (1,352,860 Ordinary Shares) and 63,568 ADS Warrants (635,680 Ordinary shares) acquired in a private placement, 33,333 Ordinary Shares issued from RSUs and stock options to purchase 371,250 Ordinary Shares at exercise prices range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days.
(3) Includes 108,330 Ordinary Shares issued from RSUs, and stock options to purchase 495,000 Ordinary Shares at exercise prices range between NIS 1.51 (approximately $0.42) and NIS 6.04 per share (approximately $1.66) that are exercisable within 60 days. In addition, Mr.
Tal holds 62,500 RSUs and options to purchase 32,813 Ordinary Shares at exercise prices ranging between NIS 1.51 to NIS 4.60 per share that are not exercisable within 60 days. Mr. Tal’s options have expiration dates ranging between September 15, 2030, to December 19, 2032.
Tal holds 100,000 RSUs, and options to purchase 8,750 Ordinary Shares at an exercise price ranging of NIS 1.51 per share (approximately $0.42) that are not exercisable within 60 days. Mr.
(5) Includes 13,000 Ordinary Shares acquired through open market stock purchases, 35,242 ADSs (352,420 Ordinary Shares) and 10,573 ADS Warrants (105,730 Ordinary shares) acquired in a private placement and stock options to purchase 476,665 Ordinary Shares at an exercise price range between NIS 1.27 and NIS 6.04 per share that are exercisable within 60 days. In addition, Mr.
(5) Includes 87,500 Ordinary Shares issued from RSUs, and stock options to purchase 282,086 Ordinary Shares at an exercise price range between NIS 1.27 (approximately $0.35) and NIS 4.00 per share (approximately $1.10) that are exercisable within 60 days. In addition, Mr.
Global Equity Incentive Plan We maintain one equity incentive plan – the Amended and Restated Global Incentive Plan, or the Global Incentive Plan. As of March 10, 2024, the number of Ordinary Shares reserved for the exercise of outstanding options or vesting of outstanding RSUs under the Global Incentive Plan was 11,939,126.
As of the date of this Annual Report, the total number of Ordinary Shares reserved for the exercise of outstanding options or vesting of outstanding RSUs under the Global Incentive Plan was 12,374,589.
As of March 10, 2024, the total number of Ordinary Shares remaining available for issuance under the Global Incentive Plan is 8,578,688, of which 7,096,249 options to purchase 7,096,249 Ordinary Shares were issued and outstanding, with exercise prices ranging between NIS 0.00 and NIS 6.28 (approximately $1.75) per share and 1,508,901 RSUs were granted, representing the right to receive 1,508,901 Ordinary Shares. 68 Our Global Incentive Plan was first adopted by our board of directors in July 2016, and expires in July 2026.
The total number of Ordinary Shares issued under the Global Incentive Plan is 8,188,755, of which 4,825,467 options to purchase 4,825,467 Ordinary Shares were issued and outstanding, with exercise prices ranging between NIS 0.00 and NIS 6.04 (approximately $1.66) per share and 3,363,288 RSUs were granted, representing the right to receive 3,077,172 Ordinary Shares.
Salary, bonuses and Related Benefits (1) Pension, Retirement and Other Similar Benefits Share Based Compensation* All office holders as a group, consisting of 7 persons $ 925 $ 94 $ 319 (1) Represents the office holders’ gross salary plus payment of mandatory social benefits made by the company on behalf of such officer.
Salary cost (1) Bonus (2) Equity Based Compensation (3) All office holders as a group, consisting of 8 persons $ 886 $ 416 $ 603 (1) Salary cost includes the office holders’ gross salary or fees plus payment of social benefits made by the Company on behalf of such office holders, if applicable.
Annual Compensation- in thousands of USD – Office holders Salary, Fees and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation Total Shachar Daniel 405 49 106 (1) 560 Jeffy Binhas 571 37 19 (2) 627 Moshe Kremer 570 - 24 (3) 594 Tomer Cohen 345 39 24 (4) 408 Ezra Mualem 348 - 27 (5) 375 “Senior officer” as defined under the Israeli Securities Law 5728-1968, or the Securities Law, includes the definition of an officer, as defined in the Israeli Companies Law, and also the chairman of the board of directors, a substitute director, an individual who under section 236 of the Israeli Companies Law was appointed on behalf of a corporate and who serves as director, accountant, internal auditor, independent signatory and every person who holds a said position, even if the title of his position is different, and also a senior officer in a body corporate controlled by the body corporate, who has substantive influence over the body corporate, and every individual who is employed by the body corporate in a different position and holds 5% or more of the nominal value of the issued share capital or of the voting power, as the case may be; for this purpose.
Such numbers are based on the options and RSU grant date fair value in accordance with accounting guidance for equity-based compensation and do not necessarily reflect the cash proceeds to be received by the applicable officer upon the vesting and sale of the underlying shares. 50 The equity-based compensation resulted from options and RSU grants during the years 2022-2024: Office holder RSUs Options Exercise prices of options Shachar Daniel 499,992 540,000 NIS 1.51 (approximately $0.42) Jeffy Pinhas 700,008 24,972 NIS 1.27 (approximately $0.35) Moshe Kremer - 575,016 NIS 0-1.27 (approximately $0-0.35) David Matrikin 265,008 97,500 NIS 1.27 (approximately $0.35) Shai Avnit 300,000 350,004 NIS 1.27 (approximately $0.35) 1 “Senior officer” as defined under the Israeli Securities Law 5728-1968, or the Securities Law, includes the definition of an officer, as defined in the Israeli Companies Law, and also the chairman of the board of directors, a substitute director, an individual who under section 236 of the Israeli Companies Law was appointed on behalf of a corporate and who serves as director, accountant, internal auditor, independent signatory and every person who holds a said position, even if the title of his position is different, and also a senior officer in a body corporate controlled by the body corporate, who has substantive influence over the body corporate, and every individual who is employed by the body corporate in a different position and holds 5% or more of the nominal value of the issued share capital or of the voting power, as the case may be, for this purpose.
Such benefits may include, to the extent applicable, payments, contributions and/or allocations for savings funds, education funds (referred to in Hebrew as “Keren Hishtalmut”), pension, severance, risk insurances (e.g., life or work disability insurance) and payments for social security. * Resulting from options to purchase an aggregate of 3,060,829 Ordinary Shares granted to all office holders as a group, at exercise prices between NIS 1.27 (approximately $0.35) and NIS 6.04 (approximately $1.67) per share with expiration dates between August 2, 2030, and November 28, 2032, and 900,000 restricted share units, or RSUs, vesting fully until January 19, 2027.
By December 31, 2024, all office holders had options to purchase an aggregate of 1,756,131 Ordinary Shares at exercise prices between NIS 1.27 (approximately $0.35) and NIS 6.04 (approximately $1.67) per share with expiration dates between August 1, 2030, and November 28, 2032, and 1,537,504 restricted share units, or RSUs, vesting fully until October 19 , 2027.
Katz’s personal beneficial ownership. 67 (4) Includes 11,071 ADS’s (110,710 Ordinary Shares) acquired through open market stock purchases, 133,858 ADSs (1,338,580 Ordinary Shares) and 63,568 ADS Warrants (635,680 Ordinary shares) acquired in a private placement, 50,000 Ordinary Shares issued from RSUs and stock options to purchase 742,500 Ordinary Shares at an exercise price range between NIS 1.51 and NIS 6.04 per share that are exercisable within 60 days.
(10) Includes 50,000 Ordinary Shares issued from RSUs, stock options to purchase 45,938 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.42) and NIS 4.60 per share (approximately $1.27) that are exercisable within 60 days. In addition, Mr.
Internal Auditor Under the Israeli Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. Our internal auditor is Ms. Dana Gottesman CPA, CIA, MA and partner of Risk Advisory Services Group, BDO Consulting Group.
Our internal auditor is Ms. Dana Gottesman CPA, CIA, MA and partner of Risk Advisory Services Group, BDO Consulting Group. 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.
Removed
(1) Resulting from options to purchase an aggregate of 1,080,000 Ordinary Shares, at exercise prices ranging between NIS 1.51 (approximately $0.42) to NIS 6.04 (approximately $1.67) with expiration dates between September 15, 2030, and November 28, 2032, and 300,000 RSUs.
Added
Such benefits may include, to the extent applicable to the office holders, payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), education funds (referred to in Hebrew as “Keren Hishtalmut”), pension, severance, risk insurances (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurances and benefits, phone, convalescence or recreation pay and other benefits and perquisites consistent with the Company’s policies (2) Annual bonuses granted to the office holders in 2024 are based on formulas related to the Company’s revenues and profitability, discretionary decisions, or a combination of both, as approved by the relevant statutory authority within the Company.
Removed
(2) Resulting from options to purchase an aggregate of 100,002 Ordinary Shares, at exercise prices ranging between NIS 0 and NIS 4.00 (approximately $1.10) with expiration dates between August 2, 2030, and August 25, 2031, and 200,004 RSUs.
Added
(3) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year. Such numbers are based on the options and RSU grant date fair value in accordance with accounting guidance for equity-based compensation and does not necessarily reflect the cash proceeds to be received by the applicable officer upon the vesting and sale of the underlying shares.
Removed
(3) Resulting from options to purchase an aggregate of 300,012 Ordinary Shares, at exercise prices ranging between NIS 0 to NIS 4.00 (approximately $1.10) with expiration dates between August 2, 2030, and November 28, 2033.
Added
Annual Compensation- in thousands of USD Office holders Salary cost Bonus/commissions Equity Based Compensation* Total Shachar Daniel, Chief Executive Officer 261 188 161 610 Jeffy Pinhas, Chief Revenue Officer, NetNut 153 515 212 880 Moshe Kremer, Vice President Research and Development, NetNut 251 274 120 645 David Matrikin, Vice President Products, NetNut 238 103 78 419 Shai Avnit, Chief Financial Officer 219 81 116 416 * Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year.
Removed
(4) Resulting from options to purchase an aggregate of 189,444 Ordinary Shares, at exercise prices ranging between NIS 1.27 (approximately $0.35) to NIS 6.28 (approximately $1.73) with expiration dates between March 7, 2031, and November 28, 2032, and 110,556 RSUs.
Added
Avi Rubinstein, whose current terms expire at the Company’s 2025 annual general meeting of shareholders and upon the election and qualification of their respective successors.
Removed
(5) Resulting from options to purchase an aggregate of 300,008 Ordinary Shares, at exercise prices ranging between NIS 0 to NIS 4.00 (approximately $1.10) with expiration dates between August 2, 2030, and November 27, 2030.

… 16 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

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

8 edited+2 added−13 removed4 unchanged
There were increases in the percentage ownership of some of our former major shareholders: (i) Mr. Lev (from 6.4% to 8.5%), and (ii) Mr. Benattia (from 6.4% to 8.5%) .
There were increases in the percentage ownership of some of our former major shareholders: (i) Mr. Roni Lev (from 6.4% to 8.5%), and (ii) Mr. Yotam Benattia (from 6.4% to 8.5%) .
Accordingly, as of March 10, 2024, there are two shareholders of record of our Ordinary Shares, one which is located in Israel and another which is located in the U.S.
Accordingly, as of March 10, 2025, there are two shareholders of record of our Ordinary Shares, one which is located in Israel and another which is located in the U.S.
Changes in Percentage Ownership by Major Shareholders Over the course of 2023 and through March 2024, there were decreases in the percentage ownership of Messrs. Benattia (from 8.5% to 5.8%) and Lev (from 8.5% to 4.8%). Over the course of 2022 and until March 24, 2023, there were no decreases in the percentage ownership of major shareholders.
Over the course of 2023 and through March 2024, there were decreases in the percentage ownership of Messrs. Yotam Benattia (from 8.5% to 5.8%) and Roni Lev (from 8.5% to 4.8%). Over the course of 2022 and until March 24, 2023, there were no decreases in the percentage ownership of major shareholders.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depository of the ADSs, as of March 10, 2024, there were 80 holders of record of the ADSs on record with the Depository Trust Company.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depository of the ADSs, as of March 10, 2025, there were 104 holders of record of the ADSs on record with the Depository Trust Company.
The bonuses are payable upon meeting objectives and targets that are set by our Chief Executive Officer and approved annually by our board of directors that also set the bonus targets for our Chairman and Chief Executive Officer, all in accordance with our compensation policy.
The bonuses are payable upon meeting objectives and targets that are set by our Chief Executive Officer and approved annually by our board of directors that also set the bonus targets for our Chairman and Chief Executive Officer, all in accordance with our compensation policy. 68 Options Since our inception, we have granted options to purchase our Ordinary Shares and RSUs, or, collectively, equity incentive awards, to our officers and directors.
These numbers are 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. 70 The Company is not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to the Company which would result in a change in control of the Company at a subsequent date.
The Company is not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to the Company which would result in a change in control of the Company at a subsequent date. B.
All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Related Party Transactions Employment and Services Agreements We have entered into written employment or services agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Options Since our inception, we have granted options to purchase our Ordinary Shares and RSUs, or, collectively, equity incentive awards, to our officers and directors. Such equity incentive award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
Such equity incentive award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
Removed
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
Added
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders We are not aware of any beneficial owner of 5% or more of our outstanding Ordinary Shares. Changes in Percentage Ownership by Major Shareholders Over the course of 2024 and through March 2025, there were decreases in the percentage ownership of Mr. Yotam Benattia (from 5.8% to 2.3%).
Removed
Major Shareholders The following table presents as of March 10, 2024 (unless otherwise noted below), the beneficial ownership of our Ordinary Shares by each person who is known to us to be the beneficial owner of 5% or more of our outstanding Ordinary Shares (to whom we refer as our Major Shareholders).
Added
These numbers are 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.
Removed
Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the shares listed below have sole investment and voting power with respect to, and the sole right to receive the economic benefit of ownership of, such shares.
Removed
The shareholders listed below do not have any different voting rights from any of our other shareholders. We know of no arrangements that would, at a subsequent date, result in a change of control of our Company.
Removed
Name Number of Ordinary Shares Beneficially Owned (1) Percent of Class (2) Yotam Benattia (3) 3,391,745 5.4 % (1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Removed
Ordinary Shares relating to options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.
Removed
(2) The percentage of outstanding ordinary shares is based on 62,847,403 Ordinary Shares outstanding as of March 10, 2024. (3) The beneficial ownership is based on a Schedule 13G/A filed by Mr. Benattia with the SEC on January 16, 2024.
Removed
Over the course of 2021, there were decreases in the percentage ownership of some of our former major shareholders: (i) the entities affiliated with Alpha Capital Anstalt (from 9.9% to 4.99%), and (ii) the entities affiliated with Anson Funds Management LP. (from 5.2% to 0%). In addition, Messrs.
Removed
Roni Lev and Yotam Benattia became major shareholders of the Company during 2021.
Removed
B. Related Party Transactions September 2023 Private Placement Mr. Chen Katz, our Chairman of the Board of Directors, and Mr. Shachar Daniel, our Chief Executive Officer, each purchased 21,189 Units of ten ADSs and three warrants for an aggregate purchase price of $481,000 in the private placement we completed in September 2023. Mr.
Removed
Shai Avnit, our Chief Financial Officer, purchased 3,524 Units of ten ADSs and three warrants for an aggregate purchase price of $80,000 in the private placement we completed in September 2023. Mr. Katz and Mr.
Removed
Daniel used, in part, $400 thousand each loaned to them in a non-recourse loan, by the rest of the investors in the private placement, other than Mr. Avnit. The loans bear an annual interest of 8% and should be repaid in three equal installments on September 14, 2024, March 14, 2025, and September 14, 2025. Mr.
Removed
Katz’s and Daniel’s loans are secured by ADSs they already own and the ADSs they purchased in the private placement along with their PP Warrants. See also “Item 5.B - Liquidity and Capital Resources -Private Placement.” Employment and Services Agreements We have entered into written employment or services agreements with each of our executive officers.

Other ALAR 10-K year-over-year comparisons