10q10k10q10k.net
Alarum Technologies Ltd.

Alarum Technologies Ltd.ALAR财报

Nasdaq

What changed in Alarum Technologies Ltd.'s 20-F — 2024 vs 2025

Top changes in Alarum Technologies Ltd.'s 2025 20-F

403 paragraphs added · 393 removed · 292 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

86 edited+44 added−38 removed288 unchanged
The rate at which our existing customers purchase additional products and services depends on a number of factors, including, but not limited to, the perceived need for additional access services, the fit and efficacy of our solutions and the utility of our new offerings, whether proven or perceived, our customers’ budgets, general economic conditions, our customers’ overall satisfaction with the maintenance and professional services we provide and the continued growth and economic health of our customer base to require incremental users and servers to be covered.
The rate at which our existing customers purchase additional solutions and products depends on a number of factors, including, but not limited to, the perceived need for additional access solutions or products, the fit and efficacy of our solutions and the utility of our new offerings, whether proven or perceived, our customers’ budgets, general economic conditions, our customers’ overall satisfaction with the maintenance and professional services we provide and the continued growth and economic health of our customer base to require incremental users and servers to be covered.
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.
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 data collection solutions, such as Bright Data Ltd., or Bright Data, Oxylabs Networks Pvt. Ltd., BiScience Inc. and others.
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.
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; 25 ● 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.
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.
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. 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.
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.
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. Economic instability, geopolitical events, and market disruptions may impact our access to capital and adversely affect our business and share price.
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 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. 21 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.
Costs or payments made in connection with warranty and product liability claims and product recalls, or other claims could materially affect our financial condition and results of operations. It could also cause us to suffer reputational harm, lose existing customers or deter them from purchasing additional products and services and prevent new customers from purchasing our solutions.
Costs or payments made in connection with warranty and product liability claims and product recalls, or other claims could materially affect our financial condition and results of operations. It could also cause us to suffer reputational harm, lose existing customers or deter them from purchasing additional solutions and products and prevent new customers from purchasing our solutions.
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.
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. If our products fail to ensure customer compliance with government regulations and industry standards, our business and results could be materially impacted.
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
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.
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.
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.
Accordingly, unless and until we diversify and expand our customer base, our future success will significantly depend upon the timing and volume of business from our largest customers and the financial and operational success of these customers. We are engaged in on-going development of our current and future products.
Accordingly, unless and until we diversify and expand our customer base, our future success will significantly depend upon the timing and volume of business from our largest customers and the financial and operational success of these customers. 2 We are engaged in on-going development of our current and future products.
Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Exchange Risk.” We may acquire other businesses, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations.
Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Exchange Risk.” 11 We may acquire other businesses, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations.
A reduction in purchases of our products and services by or the loss of one of our larger customers for any reason, loss of a customer as a result of the acquisition of such customer by a purchaser who uses a competitor, in-sourcing by customers, a transfer of business to a competitor, an economic downturn, insolvency of a customer, failure to adequately service our clients, decreased production or a strike or for other reasons, could have a material adverse effect on our operating margins, our profitability, our sales and our results of operations.
A reduction in purchases of our solutions and products by or the loss of one of our larger customers for any reason, loss of a customer as a result of the acquisition of such customer by a purchaser who uses a competitor, in-sourcing by customers, a transfer of business to a competitor, an economic downturn, insolvency of a customer, failure to adequately service our clients, decreased production or a strike or for other reasons, could have a material adverse effect on our operating margins, our profitability, our sales and our results of operations.
As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their product and service offerings more quickly than we do.
As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their solutions and products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their product and service offerings more quickly than we do.
These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor. 18 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.
These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor. 20 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.
We increasingly rely on social media, new technologies and digital tools, such as artificial intelligence, or AI, to communicate about our products, or to provide our services. The use of these media requires specific attention, monitoring programs and moderation of comments. Political and market pressures may be generated by social media because of rapid news cycles.
We increasingly rely on social media, new technologies and digital tools, such as artificial intelligence, or AI, to communicate about our products, or to provide our solutions. The use of these media requires specific attention, monitoring programs and moderation of comments. Political and market pressures may be generated by social media because of rapid news cycles.
As a result of our reliance on a limited number of customers, we may face pricing and other competitive pressures, which may have a material adverse effect on our future revenues and operating results. The volume of products and services sold to specific customers varies from year to year, especially since we are not the exclusive provider for any customers.
As a result of our reliance on a limited number of customers, we may face pricing and other competitive pressures, which may have a material adverse effect on our future revenues and operating results. The volume of solutions and products sold to specific customers varies from year to year, especially since we are not the exclusive provider for any customers.
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.
Fluctuations in our operating results and financial condition may be due to several factors: ● the degree of market acceptance of our solutions and products; ● 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; 3 ● 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, Israel-Iran and Israel-Hezbollah conflicts 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 solutions and products; and ● increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
Nonetheless, the pace and unpredictability of these changes remain outside our control, presenting a potential risk to our business stability and growth trajectory. If we are unable to sell additional products and services to our existing customers, our future revenues and operating results will be harmed. Our revenues are also generated from sales to existing customers.
Nonetheless, the pace and unpredictability of these changes remain outside our control, presenting a potential risk to our business stability and growth trajectory. If we are unable to sell additional solutions and products to our existing customers, our future revenues and operating results will be harmed. Our revenues are also generated from sales to existing customers.
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.
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. 15 Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
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 executive offices, corporate headquarters and research and development facilities are located in Israel.
Political, economic and military instability due to the Israel-Hamas, Israel-Iran and Israel-Hezbollah conflicts, 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 executive offices, corporate headquarters and research and development facilities are located in Israel.
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.
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. 26 The price of the ADSs may be volatile.
Our business relies significantly on a limited number of key customers, and any reduction in their consumption of our products and services could adversely affect our financial performance. Changes in market conditions, including technological advancements and evolving regulations, create additional risks that may impact our customer relationships.
Our business relies significantly on a limited number of key customers, and any reduction in their consumption of our solutions and products could adversely affect our financial performance. Changes in market conditions, including technological advancements and evolving regulations, create additional risks that may impact our customer relationships.
Although such incident did not have an adverse effect on us or our customers and we have not had a cybersecurity incident since then, if we experience another actual or perceived breach of our network and our internal systems, it could adversely affect the market perception of our products and services.
Although such incident did not have an adverse effect on us or our customers and we have not had a cybersecurity incident since then, if we experience another actual or perceived breach of our network and our internal systems, it could adversely affect the market perception of our solutions and products.
We may also face increased cybersecurity risks due to the number of our employees and our third-party providers’ who are (and may continue to be) working remotely, which creates additional opportunities for cybercriminals to launch attacks and exploit vulnerabilities in non-corporate IT environments.
We may also face increased cybersecurity risks due to the number of our employees and our third-party providers who are (and may continue to be) working remotely, which creates additional opportunities for cybercriminals to launch attacks and exploit vulnerabilities in non-corporate IT environments.
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.
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. 16 In 2014, the U.S.
As a result, our ability to increase our revenues depends in part on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. We expect to continue to expand our sales personnel and face a number of challenges in achieving our hiring and integration goals.
As a result, our ability to increase our revenues depend in part on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. We expect to continue to expand our sales personnel and face a number of challenges in achieving our hiring and integration goals.
Some of our products and services include software or other intellectual property licensed from third parties, and we otherwise use software and other intellectual property licensed from third parties in our business. This exposes us to risks over which we may have little or no control.
Some of our solutions and products include software or other intellectual property licensed from third parties, and we otherwise use software and other intellectual property licensed from third parties in our business. This exposes us to risks over which we may have little or no control.
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.
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. 17 We may not be able to protect our intellectual property rights.
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.
See also “ Political, economic and military instability due to the Israel-Hamas, Israel-Iran and Israel-Hezbollah conflicts, 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. ” 12 Our use of third-party software and other intellectual property may expose us to risks.
In addition, there are a number of factors, other than our performance, that could cause the loss of a customer or a substantial reduction in the products or services that we provide to any customer and that may not be predictable.
In addition, there are a number of factors, other than our performance, that could cause the loss of a customer or a substantial reduction in the solutions and products we provide to any customer and that may not be predictable.
Additional geopolitical and macroeconomic consequences of this invasion and associated sanctions cannot be predicted, and future geopolitical events, including further hostilities in Ukraine or elsewhere, could negatively impact global financial markets our business as it may limit our ability to provide our services in those and in neighboring countries and cause the price of our ordinary shares to decline.
Additional geopolitical and macroeconomic consequences of this invasion and associated sanctions cannot be predicted, and future geopolitical events, including further hostilities in Ukraine or elsewhere, could negatively impact global financial markets our business as it may limit our ability to provide our solutions and products in those and in neighboring countries and cause the price of our ordinary shares to decline.
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.
Board Practices—Duties of Shareholders” for additional information. 22 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 on Form 20-F 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.
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.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2025, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard.
See “Item 16.K. Cybersecurity ” for additional information. If we do not effectively expand, train and retain our sales force, we may be unable to acquire new customers or sell additional products and services to existing customers, and our business will suffer. We depend significantly on our sales force to attract new customers and expand sales to existing customers.
See “Item 16.K. Cybersecurity ” for additional information. 8 If we do not effectively expand, train and retain our sales force, we may be unable to acquire new customers or sell additional solutions and products to existing customers, and our business will suffer. We depend significantly on our sales force to attract new customers and expand sales to existing customers.
The issuance of a significant amount of additional Ordinary Shares due to the exercise or conversion of outstanding warrants and/or substantial future sales of our Ordinary Shares may depress our share price.
The issuance of a significant amount of additional Ordinary Shares due to the exercise or conversion of outstanding equity awards, warrants and/or substantial future sales of our Ordinary Shares may depress our share price.
Further, a security breach could impair our ability to operate our business, including our ability to provide maintenance and support services to our customers. If this happens, our revenues could decline, and our business could suffer.
Further, a security breach could impair our ability to operate our business, including our ability to provide maintenance and support solutions to our customers. If this happens, our revenues could decline, and our business could suffer.
Such companies may use these advantages to offer products and services that are perceived to be as effective as ours at a lower price or for free as part of a larger product package or solely in consideration for maintenance and services fees.
Such companies may use these advantages to offer solutions and products that are perceived to be as effective as ours at a lower price or for free as part of a larger product package or solely in consideration for maintenance and support fees.
For example, our customers may decide to reduce spending on our products or services or a customer may no longer need our products or services following the completion of a project.
For example, our customers may decide to reduce spending on our solutions and products, or a customer may no longer need our solutions and products following the completion of a project.
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.
If our efforts to sell additional solutions and products to our customers are not successful, our future revenues and operating results will be harmed. We face intense competition from data collection 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.
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.
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.
We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors. 14 We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
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.
Such increased competition can lead to lower margins and, consequently, impact our revenues, profitability and business. 6 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 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. 10 If we fail to anticipate market requirements or fail to develop and introduce product enhancements or new products to meet those needs in a timely manner, it could cause us to lose existing customers and prevent us from gaining new customers, which would significantly harm our business, financial condition, and results of operations.
The legality of scraping publicly available web data was first upheld in late 2019, when the Ninth Circuit Court of Appeals ruled in hiQ Labs, Inc. v. LinkedIn Corporation that scraping publicly accessible data did not violate the Computer Fraud and Abuse Act.
The legality of scraping publicly available web data was upheld in late 2019, when the Ninth Circuit Court of Appeals ruled in hiQ Labs, Inc., or hiQ, v. LinkedIn Corporation that scraping publicly accessible data did not violate the Computer Fraud and Abuse Act. However, the hiQ litigation did not ultimately result in a definitive nationwide rule. The U.S.
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.
During the first quarter of 2026 and up to March 13, 2026, the market price of our ADSs has fluctuated from a low of $6.41 per ADS to a high of $9.98 per ADS, and our ADS price continues to fluctuate, as does the daily volume of trading of our ADSs.
This restraint accounts for not all enterprise access vendors having the marketing budgets to promote themselves. 4 If key customers or groups of customers reduce their consumption of our products and services due to technological changes in the market, such as new restrictions, policies, or regulations imposed by major digital platforms, or as a result of other factors, such as industry changes, shifts in customer business priorities, or specific customer decisions, it may negatively impact our revenue and financial performance.
If key customers or groups of customers reduce their consumption of our solutions and products due to technological changes in the market, such as new restrictions, policies, or regulations imposed by major digital platforms, or as a result of other factors, such as industry changes, shifts in customer business priorities, or specific customer decisions, it may negatively impact our revenue and financial performance.
Further, we may be targeted by cyber terrorists because we are an Israeli company or otherwise. For example, in January 2023, we experienced an immaterial breach, which resulted in the hacker gaining temporary access to our database.
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 or otherwise. For example, in January 2023, we experienced an immaterial breach, which resulted in the hacker gaining temporary access to our database.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our shares, the share price and trading volume of our Ordinary Shares and ADSs could decline.
We may also not be able to maintain and effectively comply with the Minimum Bid Requirement. 27 If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our shares, the share price and trading volume of our Ordinary Shares and ADSs could decline.
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.
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.
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.
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.
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.
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.
However, military service call ups that result in absences of personnel from us, our service providers or contractual counterparties in Israel may disrupt our operations and absences for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.
However, military service call ups that result in absences of personnel from us, our service providers or contractual counterparties in Israel may disrupt our operations and absences for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. 23 On June 13, 2025, Israel launched a strike against Iran, aimed to disrupt Iran’s capacity to coordinate or launch hostilities against Israel.
This may result in gains or losses with respect to movements in exchange rates which may be material and may also cause fluctuations in reported financial information that are not necessarily related to its operating results.
During 2025, the NIS appreciated by 12.5% against the dollar. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates which may be material and may also cause fluctuations in reported financial information that are not necessarily related to its operating results.
Furthermore, the decision by our clients to utilize our products may be influenced by other factors, including: ● the cost of our products; ● the success of our sales and marketing efforts; ● the performance of our products; ● the responsiveness and professionalism of our support team; and ● customer confidence, which may be impacted by economic and political conditions.
Additionally, changes within our customers’ industries, shifts in their business priorities, or their specific business decisions may influence their ongoing demand for our offerings. 5 Furthermore, the decision by our clients to utilize our products may be influenced by other factors, including: ● the cost of our products; ● the success of our sales and marketing efforts; ● the performance of our products; ● the responsiveness and professionalism of our support team; and ● customer confidence, which may be impacted by economic and political conditions.
Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.
These industry standards may change with little or no notice, including changes that could make them more or less onerous for businesses. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.
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 .
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.
We may seek additional capital through a combination of private and public equity offerings, debt financing and collaborations and strategic and licensing arrangements.
Raising additional capital would cause dilution to holders of our equity securities and may affect the rights of existing holders of equity securities. We may seek additional capital through a combination of private and public equity offerings, debt financing and collaborations and strategic and licensing arrangements.
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.
We experience intense competition from current competitors and 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.
Our significant customers from the data collection segment change from year to year, depending on the use of our services. During the year ended December 31, 2024, our top 7 customers accounted for approximately 39% of our revenue.
Our significant customers change from year to year, depending on the use of our solutions and products. During the year ended December 31, 2025, our top 6 customers accounted for approximately 49% of our revenue.
We are subject to U.S. and Israeli export control and economic sanctions laws, which prohibit the delivery and sale of certain products to embargoed or sanctioned countries, governments, and persons.
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. We are subject to U.S. and Israeli export control and economic sanctions laws, which prohibit the delivery and sale of certain products to embargoed or sanctioned countries, governments, and persons.
Our model for long-term growth depends upon the introduction of new products. If we are unable to develop new products or if these new products are not adopted by customers, our growth will be adversely affected. Our business depends on the successful development and marketing of new products, including adding complementary offerings to our current products.
In either case, our sales and financial results would suffer. 9 Our model for long-term growth depends upon the introduction of new products. If we are unable to develop new products or if these new products are not adopted by customers, our growth will be adversely affected.
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”).
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. While Moody’s downgraded Israel’s sovereign credit rating from A2 to Baa1, it revised its credit outlook from a negative outlook to stable and continues to hold this rating as of February 2026.
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.
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.
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.
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.
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.
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. We operate in a rapidly evolving industry focused on providing organizations data collection solutions and products.
We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future.
These restrictions may cause a material decline in the value of the ADSs. 19 We do not anticipate paying any cash dividends in the foreseeable future. We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future.
Such uses of social media and other technologies could have an adverse effect on our reputation, business, financial condition and results of operations. Unsuccessful management of environmental, social and governance matters could adversely affect our reputation, and we may experience difficulties meeting the expectations of our stakeholders.
Unsuccessful management of environmental, social and governance matters could adversely affect our reputation, and we may experience difficulties meeting the expectations of our stakeholders.
For instance, new policies, restrictions, or regulatory changes imposed by major digital platforms could alter how our services are used, limiting their scope or effectiveness for certain customers. Additionally, changes within our customers’ industries, shifts in their business priorities, or their specific business decisions may influence their ongoing demand for our offerings.
For instance, new policies, restrictions, or regulatory changes imposed by major digital platforms could alter how our solutions or products are used, limiting their scope or effectiveness for certain customers.
In addition, if government regulations and industry standards related to the access sectors are changed in a manner that makes them less onerous, our customers may view compliance as less critical to their businesses, and our customers may be less willing to purchase our products and services. In either case, our sales and financial results would suffer.
In addition, if government regulations and industry standards related to the access sectors are changed in a manner that makes them either more or less stringent, our customers may adjust the priority they place on compliance, and our customers may be less willing to purchase our solutions and products.
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.
As of March 13, 2026, we had approximately 72.5 million Ordinary Shares issued and outstanding and approximately 9.1 million of additional Ordinary Shares which are issuable upon exercise or vesting of outstanding warrants and employee equity awards.
Trading in our ADSs and Ordinary Shares takes place in different currencies (dollars on the Nasdaq and NIS on the TASE), and at different times (resulting from different time zones, trading days, and public holidays and Israel). The trading prices of our securities on these two markets may differ due to these and other factors.
Our ADSs representing our Ordinary Shares have been trading on the Nasdaq Capital Market and TASE since August 17, 2018. Trading in our ADSs and Ordinary Shares takes place in different currencies (dollars on the Nasdaq and NIS on the TASE), and at different times (resulting from different time zones, trading days, and public holidays and Israel).
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.
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. Our revenues may fluctuate from month to month and from quarter to quarter due to variability in customer usage of our solutions and products.
Any decrease in the price of our Ordinary Shares on the TASE could cause a decrease in the trading price of our Ordinary Shares on the Nasdaq. Raising additional capital would cause dilution to holders of our equity securities and may affect the rights of existing holders of equity securities.
The trading prices of our securities on these two markets may differ due to these and other factors. Any decrease in the price of our Ordinary Shares on the TASE could cause a decrease in the trading price of our Ordinary Shares on the Nasdaq.
The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders.
The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. 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.
Our insurance policies do not cover losses that may occur as a result of events associated with war and terrorism.
Even during periods of ceasefire or relative calm, the risk of sudden escalation remains significant, and any such developments may adversely affect our operations. Our insurance policies do not cover losses that may occur as a result of events associated with war and terrorism.
Risks Related to Our Intellectual Property If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
Despite the successful interceptions, the attacks posed an elevated threat to Israel’s security. 21 In December 2024, Ba’athist Syria, led by President Bashar al-Assad, collapsed during a major offensive by opposition forces made up of several competing rebel groups.
Any of the foregoing could materially and adversely affect our operations, financial condition, and results of operations, particularly if disruptions are prolonged or recur. In December 2024, Ba’athist Syria, led by President Bashar al-Assad, collapsed during a major offensive by opposition forces made up of several competing rebel groups.
Our reverse access technology is patent protected in several jurisdictions: United States, Europe (including Austria, Switzerland, Germany, Spain, France, United Kingdom and Italy), Israel, China and Hong-Kong. There is no guarantee that pending or future patent applications will result in patent grants.
If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us. Our reverse access technology is patent protected in several jurisdictions: United States, Europe (including Austria, Switzerland, Germany, Spain, France, United Kingdom and Italy), Israel, China and Hong-Kong.
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. Since the war broke out on October 7, 2023, our operations have not been materially adversely affected by this war.
Additionally, Iran may continue its direct aggression against Israel. Such hostilities may include terror and missile attacks. 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.

… 88 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

51 edited+36 added−19 removed52 unchanged
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.
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, or LLM training, or ad-tech companies verifying their advertising campaigns.
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.
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 and 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 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.
The service is priced per each one-thousand requests. 34 ● Data Records based Service Packages – the 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.
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.
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 solutions. Spell Me Ltd. is a wholly owned subsidiary of CyberKick.
A proxy server provides a gateway between users and the internet. It is a server, referred to as an “intermediary” because it goes between end-users and the web pages they visit online. When a computer connects to the internet, it uses an IP address.
A proxy service provides a gateway between users and the internet. It is a server, referred to as an “intermediary” because it goes between end-users and the web pages they visit online. When a computer connects to the internet, it uses an IP address.
To combat these issues, more and more businesses are turning to proxies. ● We believe that existing and new customers seek this end-to-end solution because it provides them with; a.
To combat these issues, more and more businesses are turning to proxies. 31 ● We believe that existing and new customers seek this end-to-end solution because it provides them with: a.
From these needs, the market of web data collection services has emerged, allowing businesses to gather data over the Internet using different types of IP addresses (ISP, residential, data center, mobile) from various locations around the world. Web data collection services support a wide variety of use cases and provide several significant benefits to their business users.
From these needs, the market of web data collection solutions has emerged, allowing businesses to gather data over the Internet using different types of IP addresses (ISP, residential, data center, mobile) from various locations around the world. Web data collection solutions support a wide variety of use cases and provide several significant benefits to their business users.
Based on the IP address it receives, a target website can distinguish whether a request comes from a residence, mobile device or data center and display different information accordingly based on location and demographic attributes. Companies tailoring information based on such attributes led to competitors needing proxy services to simulate being actual customers.
Based on the IP address it receives, a target website can distinguish whether a request comes from a residence, mobile device or data center and display different information accordingly based on location and demographic attributes. Companies tailoring information based on such attributes led to competitors needing proxy solutions to simulate being actual customers.
Our products 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, or SEO, validations, web data extraction, collection of data for financial analysis, and more.
Our IPPN 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, or SEO, validations, web data extraction, collection of data for financial analysis, and more.
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.
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 2025, 2024 and 2023 amounted to $143,000, $99,000 and $55,000, respectively. These expenditures were primarily for purchases of fixed assets.
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.
NetNut operates in the field of web data collection solutions, which enables customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. 40 CyberKick Ltd. is our wholly owned subsidiary incorporated in Israel.
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.
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 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.
We believe that the key to our historical and future business success is based on: ● Our Fast, Secure and Automated IPPN Solutions - provide comprehensive, anonymously acquired and geographically diverse data collection solutions 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.
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.
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.
On January 8, 2023, we changed our name to Alarum Technologies Ltd., and effective from January 25, 2023, our ADSs, representing our Ordinary Shares, are traded on the Nasdaq Capital Market, and our Ordinary Shares are traded on TASE under the symbol “ALAR.” Our principal executive offices are located at 30 Haarba’a St, Tel Aviv, 6473926 Israel.
On January 8, 2023, we changed our name to Alarum Technologies Ltd., and effective from January 25, 2023, our ADSs, representing our Ordinary Shares, are traded on the Nasdaq Capital Market, and our Ordinary Shares are traded on TASE under the symbol “ALAR.” Our principal executive offices are located at 8 Yitzhak Sade St., Tel Aviv, 6777508 Israel.
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.
Our monthly rent is approximately NIS 195,000 (approximately $63,000). CyberKick’s offices are registered 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 near future and are suitable for the conduct of our business.
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.
We believe that our IPPN’s unique architecture, which includes our patented reflection technology, 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.
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 Problems We Solve for Our Customers Our customers use our IPPN Solutions and products 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. 35 ● Need for Anonymity when Collecting Data from Web Sites - our customers seek to collect data from the internet anonymously . ● Need to Access public data protected by anti-bot layers – our customers aim to retrieve publicly available information from websites guarded by anti-bot mechanisms. ● 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.
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 offer secured, fast, and anonymous IPPN solutions, as well as multiple data collection products, 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.
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.
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. NetNut Ltd. is our wholly owned subsidiary incorporated in Israel.
We maintain clear and defined key performance indicators regarding our marketing spent. We also participate from time to time in web data and internet exhibitions and conferences. We also continue to build out and maintain third party marketing and distribution channels. We partner with marketing affiliates, all of which are performance driven and on a non-exclusive basis.
We also participate from time to time in web data and internet exhibitions and conferences. We also continue to build out and maintain third party marketing and distribution channels. We partner with marketing affiliates, all of which are performance driven and on a non-exclusive basis.
Unlike conventional anonymous proxies, where proxy service client requests would be rerouted through an intermediate proxy device, thus potentially slowing down the connection and exposing a device’s local network to security risks, NetNut’s “reflector” method achieves the same end-result without such detour.
The patent describes a revolutionary method, which brings a novel twist to traditional proxy solutions. Unlike conventional anonymous proxies, where proxy service client requests would be rerouted through an intermediate proxy device, thus potentially slowing down the connection and exposing a device’s local network to security risks, NetNut’s “reflector” method achieves the same end-result without such detour.
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.
A more central management/dashboard , pursuant to which 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 Business Research Insights, the data collection and labelling market size was valued at $2.39 billion in 2026.
Our policy is to require all employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes, and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our customers and partners.
Our policy is to require all employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes, and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information.
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.
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.
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.
We offer the following solutions and products: ● 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 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, supporting global coverage, multiple geolocations, and on-demand filtering.
As many websites place limits on the amount of information sent to any one IP address, gathering additional, openly available data from any one website, often involves using proxy servers to make it appear as if the requests come from different users, thus requiring the need for a rotating pool of IP addresses to be used by proxy servers.
As many websites place limits on the amount of information sent to any one IP address, gathering additional, openly available data from any one website, often involves using proxy servers to make it appear as if the requests come from different users, thus requiring the need for a rotating pool of IP addresses to be used by proxy servers. 30 The rotating pool of IP addresses can be derived from proxy software installed on residential users’ computers and mobile devices, while data centers use dedicated proxy servers.
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.
Spell Me Ltd. is incorporated in Seychelles and is currently inactive. D. Property, Plants and Equipment Our headquarters is located at 8 Yitzhak Sade St., Tel Aviv, 6777508, Israel, where we occupy approximately 13,000 square feet. We lease our facilities through NetNut. The lease ends in August 2029, with an option to extend it for one additional year.
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.
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.businessresearchinsights.com/market-reports/data-collection-and-labelling-market-113226?utm_source=chatgpt.com 32 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 some of NetNut’s solutions and products outperform 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. ● We have received recognition from industry experts for its innovative approach to proxy solutions. ● NetNut’s web unblocker delivers consistently higher success rates when collecting data from websites protected by anti-bot systems, thanks to technology that adapts to rapid changes and employs multiple strategies and fallbacks, which are continuously maintained and improved daily.
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.
Our Strategy spans the following: ○ Upsizing our IPPN Solutions packages to existing customers, ○ Cross-selling our ADSL service package (including DCS, DSL and DSL Insight and Analysis) to existing customers, ○ Achieving rapid market traction in the ADSL market with small and medium enterprises, and ○ Improving margin growth through the re-sale of “off-the-shelf” DSL solutions.
The software can handle the connectivity between hundreds of our global access servers and the ISPs’ networks and is able to manage the routing on the transmission control protocol level of hundreds of thousands of concurrent connections without any degradation in the network performance.
The software can handle the connectivity between hundreds of our global access servers and the ISPs’ networks and is able to manage the routing on the transmission control protocol level of hundreds of thousands of concurrent connections without any degradation in the network performance. 37 Reflection technology Our reflection technology is patent protected in the United States (patent number 11,818,104) titled “Anonymous Proxying”.
The customer effectively requests to collect data from the world wide web using our solutions and only pays for the actual data that was collected from their request.
We sell our ADCL solutions using the following models: ● Data Collector based pricing –the customer uses our Data Collector solution to collect data from the world wide web. The customer effectively requests to collect data from the world wide web using our solutions and only pays for the actual data that was collected from their request.
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.
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 and bot protection solutions, adapting to rapid strategy changes and sudden blockages that websites may implement; and ● Our scrapers leverage our website unblocking technology to deliver structured public data outputs.
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.
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.
A more accurate Data Set , which is stored, structured, and updated as the information gathered from (a) web site change(s) (either minute by minute on social media sites, hours on e-commerce sites or weeks on government sites).
A more accurate Data Set , which is stored, structured, and updated as the information gathered from web site change(s) (either minute by minute on social media sites, hours on e-commerce sites or weeks on government sites). Modern websites increasingly deploy anti-bot and anti-scraping technologies, making it difficult to collect public web data using proxies alone.
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.
During 2025, NetNut had more than 1,200 customers, primarily small, medium and some enterprises. 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 solution to approximately 1,000 current paying users.
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.
“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. As we continue to expand, we may face challenges registering for or obtaining trademarks in other jurisdictions.
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 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.
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.
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 solutions to their customers. We maintain clear and defined key performance indicators regarding our marketing spent.
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.
With our IPPN 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.
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.
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. 33 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, DSL Insight and Analysis service along with automated workflows and agent-driven processes to collect and consolidate data. ● 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.
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.
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. 28 B.
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.
Customers and Competition The markets in which we operate are characterized by intense competition, constant innovation and evolving security threats. Our current and potential future competitors 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.
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.
IPPN and Data collection Products 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 website unblocking technology as part of their own data collection architecture as a part that “opens doors” which works together with our IPPN solution, or use our “plug and play” data collection solution (i.e.
Based on our recent experience with our customers, we believe that in the coming years, the plug and play solution will be the solution that customers will prefer.
SERP scraper, LLM scrapers, multimedia scrapers and others) 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. 36 Based on our recent experience with our customers, we believe that in the coming years, the plug and play solution will be the solution that customers will prefer.
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.
The industry is projected to grow at a compound annual growth rate, or CAGR, of 18.2% from 2026 to 2035, reaching $6.15 billion by 2035. 1 Our Solutions/Products Following our acquisition of NetNut in June 2019, we strengthened our global proxy network.
The web data collection market includes a variety of vendors in addition to NetNut, including Bright Data, Similarweb Ltd., Oxylabs Networks Pvt.
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. Many public websites implement anti-bot protection layers that block automated scraping tools, making it difficult to gather data using proxies alone.
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.
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. We also generated in CyberKick during 2025 immaterial revenues from providing advertising services to one enterprise.
The packages can be either renewed automatically or by election, based on the customers’ preferences. We offer various pricing tiers based on pre-set and customizable packages. We enter into longer-term engagement agreements with our larger enterprise customers as well as into engagements with resellers for the purpose of reselling our services to their customers.
For example, where the customer purchases a 5TB (terabytes) package of IPPN and is priced at units of gigabytes used within the terabyte package. The packages can be either renewed automatically or by election, based on the customers’ preferences. We offer various pricing tiers based on pre-set and customizable packages for our ADCL solutions.
The services’ performance and scalability are enhanced by our proprietary proxy traffic optimization and routing technology. Customers in the web data collection market use the proxy service for various needs and for a wide variety of use cases, as mentioned above. To address all these use cases, different types of web data collection services are needed.
Our solutions include customizable scrapers, automated collection workflows, and pre-processed datasets, empowering customers to retrieve, aggregate, and use web data efficiently while bypassing common anti-bot restrictions. Customers in the web data collection market use the proxy service for various needs and for a wide variety of use cases, as mentioned above.
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.
These datasets allow companies to easily run analysis, train AI models, track market trends, and build internal insights without handling the complexity of web scraping or data cleaning themselves. 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
At the end of 2022, we set as our leading goal to start our path towards profitability. As part of our focus on generating profitable revenues, we decided in July 2023 to downscale our investment towards the consumer internet accesses segment of our business, operated under our wholly owned subsidiary, CyberKick.
Added
Business Overview We are a global provider of web data collection solutions and products or data collection solutions, empowering organizations to gain a competitive edge by streamlining the collection, extraction, and analysis of large-scale structured data from public online sources.
Removed
CyberKick’s business model was based on acquiring new users to download and use our solutions.
Added
In addition, we offer a range of data collection solutions and products. These include tools that enable our customers to access websites protected by anti-bot technologies, as well as products for collecting real-time structured data from global search engines tailored to their specific needs. Additional solutions leverage our anti-bot bypass technology to retrieve both structured and raw public web data.
Removed
Following a careful analysis of prevailing market conditions, including the costs of acquiring such users, we identified that while this business model may provide a potential to generate future revenues, it requires significant resources and investments in advance that cause operational loss, resulting in non-profitable revenues.
Added
We also provide pre-collected structured data, offering it to customers as datasets, including consolidated datasets that combine information from multiple sources. Until mid-2023, we operated a consumer internet accesses business segment, under our wholly owned subsidiary, CyberKick. In July 2023, we decided to downscale our investment in this segment.
Removed
We also generated in CyberKick during 2024 immaterial revenues from providing advertising services to one enterprise.
Added
Each request delivers rich SERP data, including organic results, rankings, multimedia, related searches, pagination and metadata, all suitable for AI model training, SEO tracking, brand protection, and competitive intelligence. ● Social data collection service: a tool that is designed to collect and process publicly available social data, aggregating and delivering it to customers in a structured and standardized format. 29 ● Website Unblocker: a tool that enables our customers to collect public web data from websites protected by anti-bot technologies.
Removed
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.
Added
These protections are designed to block automated data collection, and their algorithms change frequently, requiring immediate solutions like our Website Unblocker, to ensure uninterrupted, real-time data collection. ● Scraping APIs : Application Programming Interfaces, or APIs, that integrate proxy and website-unblocking technologies to enable automated retrieval of structured data from public web sources.
Removed
The rotating pool of IP addresses can be derived from proxy software installed on residential users’ computers and mobile devices, while data centers use dedicated proxy servers.
Added
These APIs utilize advanced scraping engines for tasks such as e-commerce pricing, products and more, providing scalable, high-success-rate data collection without requiring custom scraper development. ● Datasets : Structured, ready-to-use datasets collected through multiple high-quality scrapers, including NetNut’s own technology.
Removed
NetNut’s newly introduced AI-based Data Collection Service, or DCS, solutions were designed to automatically learn the design of websites, thus allowing fast and simple data collection, while ensuring the highest levels of data accuracy with the least human involvement in the process, c.
Added
A dataset is essentially a large collection of organized and cleaned data gathered from various online sources, processed into consistent common formats for storing and exchanging data, such as comma-separated values, or CSV, or JavaScript Object Notation, or JSON.
Removed
The services are based on partnership agreements with tens of ISPs around the world, as well as our proprietary software deployed at data centers and devices which enable our customers to access the internet through millions of end points globally and collect valuable data for their needs.
Added
Website Unblocker addresses this challenge by combining proxy routing with advanced traffic emulation techniques that mimic real user behavior. This approach bypasses anti-bot systems, ensuring high success rates for data collection from protected sites. It helps customers access accurate, structured public web data for use cases such as price comparison, SEO monitoring, ad verification, and competitive analysis.
Removed
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.
Added
APIs designed for structured data collection from search engines and industry-specific sources such as e-commerce, social media, and advertising platforms. These solutions integrate proxy and unblocker technologies to bypass anti-bot protections and ensure high success rates. Feature flags allow customization for geo-targeting, throttling, and parsing, enabling optimized performance for sectors like retail, finance, and ad-tech.
Removed
We plan to sell our ADCL solutions using the following models: ● Data Collector based pricing – where the customer uses our Data Collector solution to collect data from the world wide web.
Added
To address this challenge, the unblocking scraper solution combines proxy routing with advanced traffic emulation techniques to bypass these protections. The solution automatically retrieves raw public web data and converts it into structured datasets, eliminating the need for customers to build or configure their own scrapers.
Removed
Most of the customers purchase our IPPN Solutions and services using periodic packages ranging between one month to one year or per actual consumption where the service is a package that is priced in terms of pre-defined data packets, for example, where the customer purchases a 5TB (terabytes) package of IPPN + ADCL services and is priced at units of gigabytes used within the terabyte package.
Added
Instead, they can select from pre-built scrapers optimized for specific websites or verticals such as e-commerce, social media, and search engines. This approach ensures high success rates, accurate data delivery, and faster integration into analytics workflows. c.
Removed
Reflection technology Our reflection technology is patent protected in the United States (patent number 11,818,104) titled “Anonymous Proxying”. The patent describes a revolutionary method, which brings a novel twist to traditional proxy services.
Added
Through partnerships with tens of ISPs worldwide and our proprietary software deployed on data centers and devices, we provide customers with access to millions of global endpoints. Our proprietary proxy traffic optimization and routing technology ensures high performance and scalability, enabling reliable, uninterrupted access to the web for a wide range of use cases.
Removed
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
Built on top of our robust proxy infrastructure, our web data collection solutions allow customers to gather valuable public web data at scale. These tools enable access to websites protected by anti-bot technologies, delivering both structured and raw data in real-time.
Removed
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.
Added
To address all these use cases, different types of web data collection solutions are needed.
Removed
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.

… 26 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

58 edited+21 added−23 removed22 unchanged
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.
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.
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.
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 .
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. 45 ● Sales and marketing .
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.
Also, our IPPN 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.
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.
An indication of the 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.
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.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 41 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.
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.
Operating Results — Comparison of the year ended December 31, 2025, to the year ended December 31, 2024 — 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. 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, 2025, included elsewhere in this annual report in Form 20-F.
The changes to the accounting estimates are credited during the period in which the change in the estimate is made.
The changes to the accounting estimates are credited during the period in which the change in the estimate is made. 51
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.
We also had approximately $10.2 million as long-term debt investments including related accrued interest, primarily in the United States and other countries high rated corporate bonds. 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.
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.
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.
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.
We believe the non-IFRS financial information provided in this annual report on Form 20-F 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.
To the extent any of our significant customers reduce their purchases of services, our revenues would be adversely impacted; however, an alteration in customer composition could strengthen the Company’s market position and support more sustainable growth. 38 Expansion from Existing Customers Our large customer base of customers represents a significant opportunity for further sales expansion.
To the extent any of our significant customers reduce their purchases of solutions, our revenues would be adversely impacted; however, an alteration in customer composition could strengthen the Company’s market position and support more sustainable growth. Revenues and Customer Retention and Acquisition Trends Our large base of customers represents a significant opportunity for further sales expansion.
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.
Year ended December 31, U.S. dollars in millions 2025 2024 Payroll, related expenses and share-based payment 4.5 3.6 Professional fees 1.3 1.1 Impairment loss on trade receivables 0.3 0.4 Other and overheads 0.9 0.6 Total General and administrative expenses 7.0 5.7 48 Our general and administrative expenses totaled $7.0 million for the year ended December 31, 2025, an increase of $1.3 million, or 23%, compared to $5.7 million for the year ended December 31, 2024.
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.
Profit from operations As a result of the foregoing, our net profit for the year ended December 31, 2025, was $1.0 million, compared to a profit of $5.8 million for the year ended December 31, 2024. 5.B Liquidity and Capital Resources Overview As of December 31, 2025, our cash and cash equivalents, of approximately $12.3 million, were intended for working capital, capital expenditures, investment in technology and business acquisition purposes.
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.
Also, our revenues from consumers access tools rely on consumers’ willingness to spend money on safe and private data collection while using the internet. Our prospective customers often do not have a specific portion of their information technology budgets allocated for products that address the next generation of data collection solutions.
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.
Year ended December 31, U.S. dollars in millions 2025 2024 Payroll, related expenses and share-based payment 6.3 4.8 Payment processing fees 0.5 0.6 Marketing 1.1 1.1 Amortization of intangible assets and depreciation 0.2 0.1 Professional fees and other 0.5 0.1 Other and overheads 0.5 0.3 Total selling and marketing expenses 9.1 7.0 Our sales and marketing expenses totaled $9.1 million for the year ended December 31, 2025, an increase of $2.1 million, or 30%, compared to $7.0 million for the year ended December 31, 2024.
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.
We had 6 customers that purchased solutions in amounts greater than $1,000,000, and they generated together approximately 49% of the total data collection business revenues.
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.
Year ended December 31, U.S. dollars in millions 2025 2024 Payroll, related expenses and share-based payment 5.8 3.7 Subcontractors 0.3 0.3 Depreciation 0.2 0.1 Other and overheads 1.2 0.4 Total Research and development expenses 7.5 4.5 Our research and development expenses for the year ended December 31, 2025, amounted to $7.5 million, representing an increase of $3.0 million, or 67%, compared to $4.5 million for the year ended December 31, 2024.
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.
Financial income, net We had net financial income of $1.3 million for the year ended December 31, 2025, compared to net financial income of $0.3 million for the year ended December 31, 2024.
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.
Year ended December 31, U.S. dollars in millions 2025 2024 Internet protocols addresses costs 4.7 5.5 Networks and servers 6.7 1.2 Payroll, related expenses and share-based payment 0.4 0.3 Subcontractors and third-party services 4.0 - Depreciation and amortization 0.7 0.6 Other and overheads 0.4 0.3 Total cost of revenues 16.9 7.9 Gross profit 23.8 23.9 Gross profit out of revenues % 58 % 75 % Our cost of revenues for the year ended December 31, 2025, amounted to $16.9 million, representing an increase of $9.0 million or 114% compared to $7.9 million for the year ended December 31, 2024.
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.
Tax expense We had a tax expense of $0.5 million for the year ended December 31, 2025, compared to a tax expense of $1.2 million for the year ended December 31, 2024. The decrease in tax expense is due to lower profit before income tax generated by NetNut in 2025.
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.
The following tables present the reconciled effect of the above on the Company’s Adjusted EBITDA and non-IFRS net profit for the years ended December 31, 2025, and 2024: December 31, U.S. dollars in millions 2025 2024 Net profit 1.0 5.8 Adjustments: Depreciation and amortization 0.7 0.6 Financial income, net (1.3 ) (0.4 ) Tax expense 0.5 1.4 EBITDA 0.9 7.4 Adjustments: Share-based compensation 3.5 2.0 Adjusted EBITDA 4.4 9.4 December 31, U.S. dollars in millions 2025 2024 Net profit 1.0 5.8 Adjustments: Depreciation and amortization 0.7 0.6 Financial expense (income), net effects (0.1 ) 0.1 Deferred tax effects (0.5 ) (0.1 ) Share-based compensation 3.5 2.0 Non-IFRS net profit 4.6 8.4 43 Factors Affecting our Performance We rely on businesses requiring gathering data over the Internet using residential and Data Center IP addresses from various geographies.
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.
In consideration for said amendments of the O.R.B. agreement, O.R.B. was entitled to a total of $0.5 million. 50 Through October, 2025, we received aggregate funding of $2.6 million and repaid to O.R.B. an amount of approximately $2.7 million from the revenues that were generated as a result of the funding, of which approximately $1.6 million were in cash and $1.1 million was in the Company’s shares.
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.
Comparison of the year ended December 31, 2025, to the year ended December 31, 2024 Results of Operations Year ended December 31, U.S. dollars in millions 2025 2024 Consolidated Statements of Profit or Loss Revenues 40.7 31.8 Cost of revenues 16.9 7.9 Gross profit 23.8 23.9 Operating Expenses: Research and development expenses 7.5 4.5 Selling and marketing expenses 9.1 7.0 General and administrative expenses 7.0 5.7 Total operating expenses 23.6 17.2 Operating profit 0.2 6.7 Financial income, net 1.3 0.3 Profit before income tax 1.5 7.0 Tax expense 0.5 1.2 Net profit 1.0 5.8 46 Revenues The following table summarizes our revenues by types for the periods presented.
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.
We offer secured, fast and anonymous Internet Protocol Proxy Network solutions, or IPPN solutions, to our business customers which, in turn, enable 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.
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.
Cash Flows Provided by Financing Activities During the year ended December 31, 2025, net cash used in financing activities was $0.6 million, mainly attributed to lease payments. During the year ended December 31, 2024, net cash provided by financing activities was $4.7 million, primarily attributed to exercises of warrants and options, partially offset by lease payments.
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 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. 42 Non-IFRS net profit (loss) .
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.
Gross Profit As a result of a slightly lower increase in revenues compared to cost of revenues increase, gross profit decreased by $0.1 million to $23.8 million, representing a 0.3% decrease during 2025, compared to the gross profit in 2024. 47 Research and Development Expenses The following table summarizes our research and development expenses for the periods presented.
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.
Results of cashflows December 31, U.S. dollars in millions 2025 2024 Net cash provided by (used in) operating activities (2.0 ) 8.9 Net cash provided by (used in) investing activities 0.3 (9.3 ) Net cash provided by (used in) financing activities (0.6 ) 4.7 Net increase (decrease) in cash and cash equivalents (2.3 ) 4.3 49 Cash Flows Provided by Operating Activities During the year ended December 31, 2025, net cash used in operating activities was $2.0 million, primarily attributable to an increase of $8.6 million in trade receivables and of $2.3 million in income taxes paid, which was partially offset by an increase of $4.6 million in other payables.
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.
During the year ended December 31, 2024, net cash used in investing activities was $9.3 million, compared to $0.6 million provided during the year ended December 31, 2023, primarily attributed to approximately $10.0 million in debt investments, which was partially offset by interest received of $0.8 million from short-term bank deposits.
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.
Our discussion and analysis for the year ended December 31, 2024 versus 2023, can be found in our annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 14, 2025. Our Business We are a global Software as a Service, or SaaS, provider.
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.
Once customers purchase subscriptions from us, they can 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.
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.
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 solutions, the mix of products sold, the costs related to our solutions, the amortization of acquired technologies and the personnel costs involved in the generation of the revenue.
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.
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.
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.
During 2025, approximately 34% of NetNut’s revenue derived from 53 customers who purchased solutions in amounts ranging between $100,000 and $1,000,000, and approximately 15% of our revenue was generated from 176 customers who bought solutions at amounts range between $10,000 and $100,000.
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.
Operating expenses also include subcontractors, consultants and other professional services costs, overhead costs for facilities, IT and depreciation. ● Research and development .
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.
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.
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 then calculate the average of the trailing four quarter point-in-time NRRs to arrive at the NRR.
The current Form F-3 replaced the former F-3, which expired on March 31, 2024. Current Outlook As of December 31, 2024, our cash and cash equivalents and high rated long-term debt investments were approximately $25.0 million.
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 current Form F-3 replaced the former F-3, which expired on March 31, 2024. Current Outlook As of December 31, 2025, our cash and cash equivalents and high rated long-term debt investments were approximately $22.5 million.
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 anonymously vast amounts of accurate, transparent web data from public online sources by simultaneously connecting to the Internet from different Internet Protocol, or IP, addresses.
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.
Although we exclude share-based compensation expenses from our non-IFRS measures, equity compensation has been, and will continue to be, an important part of our future compensation strategy and a significant component of our future expenses, and may increase in future periods 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.
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.
Cash Flows Provided by Investing Activities During the year ended December 31, 2025, net cash generated by investing activities was $0.3 million, compared to $9.3 million used during the year ended December 31, 2024, primarily attributed to $0.9 million of interest received from cash equivalent and debt investments, partially offset by purchases of tangible and intangible assets of $0.4 million.
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.
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.
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 .
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.
This positive figure represents a $4.3 improvement compared to the $4.6 million provided by continuing operating activities during the year ended December 31, 2023. The improvement is attributed to the growth in the data collection segment, combined with material cost reduction in the consumer data collection segment due to this business being scaled down, mainly in operating costs.
The improvement is attributed to the growth in the data collection segment, combined with material cost reduction at CyberKick due to this business being scaled down in July 2023, mainly in operating costs.
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.
Year ended December 31, U.S. dollars in millions 2025 2024 Web Data Collection SaaS revenue: IPPN solutions 29.2 30.3 Data collection solutions 6.1 0.6 Total SaaS revenue 35.3 30.9 Data sets revenue 5.0 - Total Web Data Collection revenue 40.3 30.9 Other revenue 0.4 0.9 Total Revenues 40.7 31.8 Our revenues for the year ended December 31, 2025, amounted to $40.7 million, representing an increase of $8.9 million, or 28%, compared to $31.8 million for the year ended December 31, 2024.
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.
Change in Cash and Cash Equivalents As a result of the foregoing, our cash and cash equivalents decreased by $2.3 million during the year ended December 31, 2025, compared to an increase of $4.3 million during the year ended December 31, 2024. Strategic Funding On August 8, 2022, we signed a strategic funding agreement with O.R.B.
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.
We continue to maintain our service only to current paying users, which allows us to generate revenue from past investments in acquiring such users, with minimal costs. 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.
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.
This increase was attributable to a $0.4 million rise in payroll costs resulting from headcount expansion, and $0.5 million in higher share-based compensation payments. Operating profit As a result of the foregoing, our operating profit for the year ended December 31, 2025, was $0.2 million, compared to an operating profit of $6.7 million for the year ended December 31, 2024.
The period-to-period comparison of results is not necessarily indicative of results for future periods.
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.
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.
In October 2025, we made the final payments of the O.R.B. funding, and as of December 31, 2025, there was no remaining balance. 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.
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.
Cost of Revenues Our total cost of revenues consists mainly of payments to publishers and ISPs for IP addresses, servers’ and infrastructure costs required for the IP’s routing, subcontractors and third-party services. We also have amortization of technologies purchased over the years, and personnel costs associated with our operations and global customer support, including salaries, benefits, bonuses, and share-based compensation.
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.
This increase was mainly due to increased investments in new products development, which resulted in higher payroll costs and overheads, as a result of the growth in the number of employees. Sales and Marketing Expenses The following table summarizes our sales and marketing expenses for the periods presented.
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.
This figure represents a $10.9 decrease compared to the $8.9 million provided by operating activities during the year ended December 31, 2024. The reduction is attributed to the material cost increase, mainly under cost of sales as well as the increase in working capital.
During the year ended December 31, 2023, net cash provided by continuing operating activities was $4.6 million, primarily attributed to cash flows from customers’ payments which exceeded the cost of revenues and the operational costs, stemming from the data collection segment.
During the year ended December 31, 2024, net cash provided by operating activities was $8.9 million, primarily attributable to our operating profit. This positive figure represented a $4.3 improvement compared to the $4.6 million provided by operating activities during the year ended December 31, 2023.
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.
Sales and marketing expenses consist primarily of personnel costs, incentive commission costs, payment processing fees and allocated overhead. We expense commission costs as incurred. We also spend money on market development programs, promotions and other marketing activities, outside consulting costs, and travel expense.
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.
This increase was mainly driven by revenue growth, which required additional sales and marketing resources and resulted in higher payroll and related costs. General and Administrative Expenses The following table summarizes our general and administrative expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Removed
In the web data collection segment packages are usually used for a period of one to twelve months, or for a shorter period if the maximum bandwidth was utilized. In the consumer internet access platform, packages are primarily used for a period of one month. Our revenue is recognized on a straight-line basis over the package period.
Added
We operate in the Web Data Collection market, offering solutions for various needs and for a wide variety of use cases.
Removed
We also have amortization of technology purchased in our acquisition of NetNut in June 2019, and personnel costs associated with our operations and global customer support, including salaries, benefits, bonuses, and share-based compensation. The personnel consist of post-sales services on-site, such as support teams that provide our customers with on-line support.
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. With these 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
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.
Added
We also offer data collection solutions, which include tools that allow our customers to collect real-time structured data from global search engines tailored to their needs, as well as collecting public web data from websites that have implemented anti-bot technologies and more. We can also collect such structured data ourselves and sell it to customers as data sets.
Removed
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.
Added
In addition, as previously disclosed, we decided in July 2023 to scale down the operations of our consumer internet accesses business, operated under our wholly owned subsidiary CyberKick, a decision that resulted in material reductions of expenses and headcount.
Removed
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.
Added
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. 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 .
Removed
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.
Added
We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business performance, enables management and our investors to compare our underlying business performance from period-to-period. In addition, we also believe these adjustments enhance comparability of our financial performance against those of other technology companies.
Removed
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.
Added
For example, we exclude amortization charges for our acquisition-related intangible assets for purposes of calculating certain non-IFRS measures, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions.
Removed
The research and development costs of the web data collection segment increased from $2.8 million in 2023 to $4.3 million in 2024 mainly due to higher headcount and payroll costs.
Added
Also, we believe that the exclusion of share-based compensation expense is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that vary over time, and the amount of the expense can vary significantly between companies due to factors that are unrelated to their core operating performance and that can be outside of their control.
Removed
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.
Added
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.
Removed
The period-to-period comparison of results is not necessarily indicative of results for future periods.
Added
The Company is experiencing a notable shift in customer segments, with strong growth derived from strategic customers in the AI vertical, offset by a decline in others. As a result, there is also a considerable drop in the NRR levels during the last 7 quarters.
Removed
The increase is primarily due to a $0.9 million increase related to a headcount increase and higher payroll payments, and higher share-based compensation payments of $0.4 million. Also, we had a $0.4 million impairment loss on trade receivables resulting mainly from two customers.
Added
Below is a table summarizing the NRR rates development for each of the quarters ended in the dates indicated from December 31, 2023, through December 31, 2025: Dec 31, 2023 Mar 31, 2024 Jun 30, 2024 Sep 30, 2024 Dec 31, 2024 Mar 31, 2025 Jun 30, 2025 Sep 30, 2025 Dec 31, 2025 NRR 1.55 1.64 1.59 1.42 1.27 1.13 0.98 0.92 0.83 44 5.A Operating Results Components of Operating Results Revenues We generate primarily SaaS revenue from customers utilizing our solutions, which consists mainly of subscription fees and usage-based fees.

… 22 more changes not shown on this page.

Item 6. [Reserved]

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

89 edited+9 added−19 removed107 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.
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.
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; (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.
Regulations promulgated pursuant to the Israeli Companies Law provide that a director in a public company whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation criteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent” director pursuant to the Israeli Companies Law provided: (i) he or she has not served as a director of the company for more than nine consecutive years; (ii) he or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Israeli Companies Law and the regulations promulgated thereunder.
The Exemptions Regulations provide that a director in a public company whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation criteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent” director pursuant to the Israeli Companies Law provided: (i) he or she has not served as a director of the company for more than nine consecutive years; (ii) he or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Israeli Companies Law and the regulations promulgated thereunder.
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.
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 ● 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.
Pursuant to the regulations under the Israeli Companies Law, the board of directors of a company such as ours is not required to have external directors if: (i) the company does not have a controlling shareholder (as such term is defined in the Israeli Companies Law); (ii) a majority of the directors serving on the board of directors are “independent,” as defined under Nasdaq Rule 5605(a)(2); and (iii) the company follows Nasdaq Rule 5605(e)(1), which requires that the nomination of directors be made, or recommended to the board of directors, by a Nominating Committee of the board of directors consisting solely of independent directors, or by a majority of independent directors.
Pursuant to the Exemptions Regulations, the board of directors of a company such as ours is not required to have external directors if: (i) the company does not have a controlling shareholder (as such term is defined in the Israeli Companies Law); (ii) a majority of the directors serving on the board of directors are “independent,” as defined under Nasdaq Rule 5605(a)(2); and (iii) the company follows Nasdaq Rule 5605(e)(1), which requires that the nomination of directors be made, or recommended to the board of directors, by a Nominating Committee of the board of directors consisting solely of independent directors, or by a majority of independent directors.
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.
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. C.
Rubinstein also served as a member of our advisory board between 2014 and 2019, and with CyberX Labs (cyber defense for critical infrastructure) since 2014 and also provided management and/or consulting services on an hourly basis to different companies between 2008 to 2020. Yehuda Halfon, Director Mr. Yehuda Halfon has served on our board of directors since March 2016.
Rubinstein also served as a member of our advisory board between 2014 and 2019, and with CyberX Labs (cyber defense for critical infrastructure) since 2014 and also provided management and/or consulting services on an hourly basis to different companies between 2008 to 2020. 53 Yehuda Halfon, Director Mr. Yehuda Halfon has served on our board of directors since March 2016.
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.
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. Executive officers other than the chief executive officer.
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.
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.
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.
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 2025 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.
(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.
(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.
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.
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. D. Employees.
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.
If a majority of the board of directors has a personal interest, then shareholder approval is generally also required. Disclosure of Personal Interests of a Controlling Shareholder Under the Israeli Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
However, under the New Exemptions, by signing and submitting a proxy card in order to participate in a general meeting, a shareholder declares and approves that he or she has no personal interest in the approval of any of the items on the meeting agenda that requires such declaration under the Israeli Companies Law, with the exception of a personal interest that the shareholder positively informed the company about.
However, under the Exemptions Regulations, by signing and submitting a proxy card in order to participate in a general meeting, a shareholder declares and approves that he or she has no personal interest in the approval of any of the items on the meeting agenda that requires such declaration under the Israeli Companies Law, with the exception of a personal interest that the shareholder positively informed the company about.
Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Israeli Companies Law. The foregoing descriptions summarize the material aspects and practices of our board of directors.
Our amended and restated articles of association permit us to exempt (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Israeli Companies Law. The foregoing descriptions summarize the material aspects and practices of our board of directors.
As of December 31, 2023, we had 2 senior management positions on a full-time basis, both 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, 2024, we had 2 senior management positions on a full-time basis, both 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.
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.
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, 2025.
As of December 31, 2022, we had 2 senior management positions on a full-time basis and one executive on part-time basis. All were 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. E. Share Ownership.
As of December 31, 2023, we had 2 senior management positions on a full-time basis and one executive on part-time basis. All were 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. 69 E. Share Ownership.
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.
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. Compensation Committee Under the Israeli Companies Law, the board of directors of any public company must establish a compensation committee.
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.
Katz is also a director of Nanomedic Technologies Ltd., 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. Between 2006 and 2020, 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.
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.
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 Avi Rubinstein and Ms. Rakefet Remigolski, are “independent” for purposes of the Nasdaq Stock Market rules.
Our amended and restated articles of association provide that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest.
Our amended and restated articles of association provide that we may exempt, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exemption from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest.
Exculpation Under the Israeli Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
Exemption Under the Israeli Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exemption is included in its articles of association.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later determined that the information upon which such compensation was based was inaccurate and required to be restated in the company’s consolidated financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later determined that the information upon which such compensation was based was inaccurate and required to be restated in the company’s consolidated financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation. 62 The compensation policy must also consider appropriate incentives from a long-term perspective and maximum limits for severance compensation.
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.
Avi Rubinstein, whose current terms expire at the Company’s 2028 annual general meeting of shareholders and upon the election and qualification of their respective successors.
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.
Amounts paid in NIS are translated into U.S. dollars either upon the expense recognition date rate, or a rate of NIS 3.4519 = $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, 2025, as applicable.
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.
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 on Form 20-F.
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”.
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 54 Chairman of the Board of Directors Shachar Daniel 47 Chief Executive Officer, Director Shai Avnit 60 Chief Financial Officer Omer Weiss 39 Legal Counsel Avi Rubinstein 59 Director (3) Yehuda Halfon 47 Director (3) X X Rakefet Remigolski 54 Director (3) X X Moshe Tal 64 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”.
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 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. 55 The equity-based compensation resulted from options and RSU grants during the years 2022-2025: Office holder RSUs Options Exercise prices of options Jeffy Pinhas 700,008 24,972 NIS 1.27 Shachar Daniel 899,988 540,000 NIS 1.51 Moshe Kremer - 575,016 NIS 0 - 1.27 Shai Avnit 450,000 350,004 NIS 1.27 David Matrikin 515,018 97,500 NIS 1.27 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.
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.
Out of the total number of employees, in sales and development/support activities we employed approximately 45 employees/consultants in each activity, while 20 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, 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.
As of December 31, 2025, we had 3 senior management positions on a full-time basis, all engaged as employees. In addition to our senior management, we had approximately 100 employees, sub-contractor’s employees and consultants, on full and part time basis, almost all of whom are located in Israel.
Rakefet Remigolski, each of whom is “independent,” as such term is defined under Nasdaq Stock Market rules. Our compensation committee complies with the provisions of the Israeli Companies Law, the regulations promulgated thereunder, and our amended and restated articles of association. Our compensation committee also complies with the committee membership and charter requirements prescribed under the Nasdaq Stock Market rules.
Rakefet Remigolski, each of whom is “independent,” as such term is defined under Nasdaq Stock Market rules. Our compensation committee complies with the provisions of the Israeli Companies Law, the regulations promulgated thereunder, and our amended and restated articles of association.
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.
Salary cost (1) Bonus (2) Equity Based Compensation (3) All office holders as a group, consisting of 8 persons $ 1,027 $ 466 $ 1,169 (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.
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.
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. 64 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.
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.
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.
However, pursuant to regulations under the Israeli Companies Law, a board of directors is not required to have external directors if: (i) the company does not have a controlling shareholder (as such term is defined in the Israeli Companies Law); (ii) a majority of the directors serving on the board of directors are “independent,” as defined under Nasdaq Rule 5605(a)(2); and (iii) the company follows Nasdaq Rule 5605(e)(1), which requires that the nomination of directors be made, or recommended to the board of directors, by a nominating committee of the board of directors consisting solely of independent directors, or by a majority of independent directors.
However, pursuant to the Companies Law Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel) 5760-2000, or the Exemptions Regulations, a board of directors is not required to have external directors if: (i) the company does not have a controlling shareholder (as such term is defined in the Israeli Companies Law); (ii) a majority of the directors serving on the board of directors are “independent,” as defined under Nasdaq Rule 5605(a)(2); and (iii) the company follows Nasdaq Rule 5605(e)(1), which requires that the nomination of directors be made, or recommended to the board of directors, by a nominating committee of the board of directors consisting solely of independent directors, or by a majority of independent directors.
An amount of 4,185,834 Ordinary Shares is reserved for future issuances under the Global Incentive Plan. Our Global Incentive Plan was first adopted by our board of directors in July 2016, and expires in July 2026.
An amount of 1,755,115 Ordinary Shares is reserved for future issuances under the Global Incentive Plan. Our Global Incentive Plan was first adopted by our board of directors in July 2016, and expires in July 2026.
Remigolski served as a director and head of the audit committee at the Israeli National Sport Center, Tel Aviv. Since 2008, Ms. Remigolski has taught advanced courses in financial accounting at the Reichman University (IDC Herzliya) in Israel. Between 1995 and 2019, Ms. Remigolski taught advanced courses in financial accounting at the College of Management Academic Studies in Israel. Ms.
Remigolski served as a director and head of the audit committee at the Israeli National Sport Center, Tel Aviv. From 2008 to 2024, Ms. Remigolski has taught advanced courses in financial accounting at the Reichman University (IDC Herzliya) in Israel. Between 1995 and 2019, Ms.
However, under new exemptions according to the Companies Law Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel) 5760-2000, applicable as of March 12, 2024, or the New Exemptions, one or more shareholders of an Israeli company whose shares are listed outside of Israel, may request the company’s board of directors to include an appointment of a candidate for a position on the board of directors or the termination of a board member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder holds at least five percent (5%) of the voting rights of the company, instead of one percent (1%) required in the past.
However, under the Exemptions Regulations, one or more shareholders of an Israeli company whose shares are listed outside of Israel, may request the company’s board of directors to include an appointment of a candidate for a position on the board of directors or the termination of a board member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder holds at least five percent (5%) of the voting rights of the company, instead of one percent (1%) required in the past.
Limitations The Israeli Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Subject to the aforesaid limitations, under the indemnification agreements, we exempt and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law. 65 Limitations The Israeli Companies Law provides that we may not exempt or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exemption) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Our board of directors has determined that the minimum number of directors of our company who are required to have accounting and financial expertise is two – Mrs. Rakefet Remigolski, Mr. Moshe Tal and Mr. Yehuda Halfon qualify and declared their respective accounting and financial expertise to that effect.
Our board of directors has determined that the minimum number of directors of our company who are required to have accounting and financial expertise is two – Mrs. Rakefet Remigolski, Mr. Moshe Tal and Mr.
Our compensation committee reviews and recommends to our board of directors: with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Our compensation committee also complies with the committee membership and charter requirements prescribed under the Nasdaq Stock Market rules. 61 Our compensation committee reviews and recommends to our board of directors: with respect to our executive officers’ and directors’: (1) annual base compensation (2) annual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
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.
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 72,504,714 Ordinary Shares as issued and outstanding as of March 14, 2026.
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.
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.
Prior to serving as the Chief Executive Officer of Safe-T Data, he served as Safe-T Data’s Chief Operating Officer from November 2013. Mr. Daniel has more than 10 years of experience in various managerial roles in operations and project management.
Shachar Daniel is one of our co-founders and has served as our Chief Executive Officer and director since June 2016. Prior to serving as the Chief Executive Officer of Safe-T Data, he served as Safe-T Data’s Chief Operating Officer from November 2013. Mr. Daniel has more than 10 years of experience in various managerial roles in operations and project management.
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
On March 19, 2025, our board of directors approved an increase in the number of Ordinary Shares reserved for issuance under the Global Incentive Plan by 4,000,000 Ordinary Shares, from 12,448,661 to 16,448,661. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Independent Directors Under the Israeli Companies Law An “independent director” is either an external director or a director who meets the same non-affiliation criteria as an external director (except for (i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professional qualifications), as determined by the audit committee, and who has not served as a director of the company for more than nine consecutive years.
On July 22, 2021, our board of directors resolved to adopt the corporate governance exemption set forth above, and accordingly we no longer have external directors as members of our board of directors. 58 Independent Directors Under the Israeli Companies Law An “independent director” is either an external director or a director who meets the same non-affiliation criteria as an external director (except for (i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professional qualifications), as determined by the audit committee, and who has not served as a director of the company for more than nine consecutive years.
Our audit committee is acting pursuant to a written charter, which sets forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Israeli Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.
Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “—Approval of Related Party Transactions under Israeli Law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Israeli Companies Law, including at least one external director. 60 Our audit committee is acting pursuant to a written charter, which sets forth, among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Israeli Companies Law), including, among others, the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting; ● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and ● reviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.
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.
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.
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.
The total number of Ordinary Shares issued under the Global Incentive Plan is 8,640,234, of which 4,825,467 options to purchase 4,366,000 Ordinary Shares were issued and outstanding, with exercise prices ranging between NIS 0.00 and NIS 6.04 (approximately $1.94) per share and 4,274,234 RSUs were granted, representing the right to receive 4,274,234 Ordinary Shares.
Katz is a member of the Israel Bar Association. Mr. Katz holds a European Master-in-Law and Economics (EMLE) from the Complutense University of Madrid and an LL.B. from the University of Haifa. Shachar Daniel, Chief Executive Officer and Director Mr. Shachar Daniel is one of our co-founders and has served as our Chief Executive Officer and director since June 2016.
Katz is a member of the Israel Bar Association. Mr. Katz holds a European Master-in-Law and Economics (EMLE) from the Complutense University of Madrid and an LL.B. from the University of Haifa. 52 Shachar Daniel, Chief Executive Officer and Director Mr.
Moshe Tal has served on our board of directors since May 2019. Since 2011, Mr. Tal serves as a partner with Shtainmetz Aminoach & Co. accounting, a CPA (Isr.) Israeli Certified Public Accountant, Investment and Consulting. Mr. Tal is also a lecturer at the Department of Accounting at the Reichman University (IDC Herzliya) in Israel. Mr.
Remigolski is a certified public accountant and is a member of the Institute of Certified Public Accountants in Israel. Moshe Tal, Director Mr. Moshe Tal has served on our board of directors since May 2019. Since 2011, Mr. Tal serves as a partner with Shtainmetz Aminoach & Co. accounting, a CPA (Isr.) Israeli Certified Public Accountant, Investment and Consulting. Mr.
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.
By December 31, 2025, all office holders had options to purchase an aggregate of 1,756,131 Ordinary Shares at exercise prices which range between NIS 1.27 (approximately $0.41) and NIS 6.04 (approximately $1.94) per share with expiration dates between August 1, 2030, and November 28, 2032, and 2,004,173 restricted share units, or RSUs, vesting fully until July 19, 2028.
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.
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.
In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances. 67 The Israeli Companies Law requires that every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding a transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question.
Notwithstanding the foregoing, in the event the employment is terminated for cause (including, inter alia, due to dishonesty toward the Company or its affiliate, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or affiliate; or any substantial breach by the optionee of his or her employment or service agreement) all options granted to such employee, whether vested or unvested, will not be exercisable and will terminate on the date of the termination of his employment.
Notwithstanding the foregoing, in the event the employment is terminated for cause (including, inter alia, due to dishonesty toward the Company or its affiliate, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or affiliate; or any substantial breach by the optionee of his or her employment or service agreement) all options granted to such employee, whether vested or unvested, will not be exercisable and will terminate on the date of the termination of his employment. 71 Upon termination of employment due to death or disability, all the options vested at the time of termination and within 60 days after the date of such termination, will generally be exercisable for 12 months, or such other period as determined by the plan administrator, subject to the terms of the Global Incentive Plan and the governing option agreement.
Each director, will hold office in accordance with our articles of association, or until he or she resigns or unless he or she is removed by a 65% majority vote of our shareholders at an annual general meeting of our shareholders, provided that such majority constitutes more than 50% of the our then issued and outstanding share capital, or upon the occurrence of certain events, in accordance with the Israeli Companies Law and our amended and restated articles of association.
Their terms of employment are subject to the approval of the board of directors’ compensation committee and of the board of directors and are subject to the terms of any applicable employment agreements that we may enter into with them and are subject to the Company’s compensation policy. 56 Each director, will hold office in accordance with our amended and restated articles of association, or until he or she resigns or unless he or she is removed by a 65% majority vote of our shareholders at an annual general meeting of our shareholders, provided that such majority constitutes more than 50% of the our then issued and outstanding share capital, or upon the occurrence of certain events, in accordance with the Israeli Companies Law and our amended and restated articles of association.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. On October 26, 2021, our board of directors appointed Mr.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment.
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. 66 Disclosure of Personal Interests of an Office Holder The Israeli Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have, and all related material information known to him or her relating to any existing or proposed transaction by the company.
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.
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. 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.
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.
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.
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.
Remuneration of Directors Under the Israeli Companies Law, remuneration of directors is subject to the approval of the compensation committee, thereafter by the board of directors and thereafter, unless exempted under the regulations promulgated under the Israeli Companies Law or under our compensation policy, by the general meeting of the shareholders.
Our internal auditor is not an employee of the company, but a partner of a firm which specializes in internal auditing. 63 Remuneration of Directors Under the Israeli Companies Law, remuneration of directors is subject to the approval of the compensation committee, thereafter by the board of directors and thereafter, unless exempted under the regulations promulgated under the Israeli Companies Law or under our compensation policy, by the general meeting of the shareholders.
Tal’s options have expiration dates ranging between July 22, 2031, to November 8, 2032. 66 Global Equity Incentive Plan We maintain one equity incentive plan – the Amended and Restated Global Incentive Plan, or the Global Incentive Plan.
Tal holds 106,250 RSUs that do not vest within 60 days. Mr. Tal’s options have expiration dates ranging between July 22, 2031, to November 8, 2032. Global Equity Incentive Plan We maintain one equity incentive plan – the Amended and Restated Global Incentive Plan, or the Global Incentive Plan.
(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.
(9) Includes 118,750 Ordinary Shares issued from RSUs, stock options to purchase 54,688 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.49) and NIS 4.60 per share (approximately $1.48) that are exercisable within 60 days. In addition, Mr. Halfon holds 106,250 RSUs that do not vest within 60 days. Mr.
The board of directors must elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman.
Yehuda Halfon qualify and declared their respective accounting and financial expertise to that effect. 57 The board of directors must elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman.
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.
Halfon’s options have expiration dates ranging between July 22, 2031, to November 8, 2032. (10) Includes 118,750 Ordinary Shares issued from RSUs, stock options to purchase 54,688 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.49) and NIS 4.60 per share (approximately $1.48) that are exercisable within 60 days. In addition, Mr.
Audit Committee Under the Israeli Companies Law, we are required to appoint an audit committee. The audit committee must be comprised of at least three directors.
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. 59 Audit Committee Under the Israeli Companies Law, we are required to appoint an audit committee. The audit committee must be comprised of at least three directors.
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.
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. Related Party Transactions” for additional information. 54 B.
(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.
(4) Includes 8,539 ADSs (85,390 Ordinary shares), 466,661 Ordinary Shares issued from RSUs, and stock options to purchase 624,027 Ordinary Shares at an exercise price range between NIS 1.51 (approximately $0.49) and NIS 6.04 per share (approximately $1.94) that are exercisable within 60 days. In addition, Mr. Daniel holds 433,327 RSUs that do not vest within 60 days. Mr.
(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.
Daniel’s options have expiration dates ranging from August 1, 2030, to November 8, 2032. (5) Includes 225,000 Ordinary Shares issued from RSUs, and stock options to purchase 369,587 Ordinary Shares at an exercise price range between NIS 1.27 (approximately $0.41) and NIS 4.00 per share (approximately $1.29) that are exercisable within 60 days. In addition, Mr.
(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.
(3) Includes 25,232 ADSs (252,320 Ordinary shares), 245,833 Ordinary Shares issued from RSUs, and stock options to purchase 540,000 Ordinary Shares at exercise prices range between NIS 1.51 (approximately $0.49) and NIS 6.04 per share (approximately $1.94) that are exercisable within 60 days. In addition, Mr. Katz holds 204,167 RSUs that do not vest within 60 days. Mr.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter).
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 68 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Israeli Companies Law and that shareholder approval was obtained by a Special Majority requirement.
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 14, 2026, the total number of Ordinary Shares reserved for the exercise of outstanding options or vesting of outstanding RSUs under the Global Incentive Plan was 10,395,349.
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.
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.
Remigolski holds a B.A. in Business and an M.B.A. (Cum Laude) with a major in finance and accountancy, both from the College of Management Academic Studies in Israel. Ms. Remigolski is a certified public accountant and is a member of the Institute of Certified Public Accountants in Israel. Moshe Tal, Director Mr.
Remigolski taught advanced courses in financial accounting at the College of Management Academic Studies in Israel. Ms. Remigolski holds a B.A. in Business and an M.B.A. (Cum Laude) with a major in finance and accountancy, both from the College of Management Academic Studies in Israel. Ms.
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.
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.
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.
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, 2025. 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.
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%.
The following table lists, as of March 18, 2026, 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) 1,038,153 1.4 Shachar Daniel (4) 1,176,078 1.5 Shai Avnit (5) 594,587 * Omer Weiss (6) 142,096 * Avi Rubinstein (7) 153,558 * Rakefet Remigolski (8) 177,500 * Yehuda Halfon (9) 173,438 * Moshe Tal (10) 173,438 * All office holders as a group (8 persons) 3,628,848 4.5 % * Less than 1%.

… 37 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

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

8 edited+1 added−2 removed4 unchanged
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.
B. 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.
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.
Accordingly, as of March 14, 2026, 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.
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.
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 6, 2026, there were 96 holders of record of the ADSs on record with the Depository Trust Company.
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.
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%).
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.
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 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.
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. 72 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.
Such equity incentive award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
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.
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%).
Changes in Percentage Ownership by Major Shareholders Over the course of 2025 and through March 2026, there was an increase in the percentage of ownership of Ayalon Mutual Funds Ltd. (from 0 to 8.96%). 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
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%) .
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, other than Ayalon Mutual Funds Ltd.
Removed
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.

Other ALAR 10-K year-over-year comparisons