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Arbe Robotics Ltd.

Arbe Robotics Ltd.ARBE财报

Nasdaq · 信息技术 · 计算机集成系统设计服务

Arbe Robotics Ltd. is an Israeli technology company that develops 4D imaging radar chipsets and perception solutions for advanced driver-assistance systems (ADAS) and autonomous vehicles. Headquartered in Tel Aviv, it is listed on the Nasdaq Stock Market and the Tel Aviv Stock Exchange under the ticker symbol ARBE.

What changed in Arbe Robotics Ltd.'s 20-F — 2024 vs 2025

Top changes in Arbe Robotics Ltd.'s 2025 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

159 edited+71 added−24 removed205 unchanged
Our principal customers include Tier-1 suppliers with a view to including our chipset as part of a radar system that they market to the automobile industry, and which compete with other Tier 1 suppliers in marketing to the automotive industry.
Our principal customers include Tier-1 and radar system suppliers with a view to including our chipset as part of a radar system that they market to the automobile industry, and which compete with other Tier 1 and radar system suppliers in marketing to the automotive industry.
There are significant risks associated with any acquisition program, including, but not limited to, the following: ● We may incur significant expenses and devote significant management time to a potential acquisition, and we may be unable to consummate the acquisition on acceptable terms. 11 ● If we identify an acquisition, we may face competition from other companies in the industry or from financial buyers seeking to make the acquisition. ● The integration of any acquisition with our existing business may be difficult and, if we are not able to integrate the business successfully, it may not only be unable to operate the business profitably, but management may be unable to devote the necessary time to the development of our existing business; ● The key employees who operated the acquired business successfully prior to the acquisition may not be happy working for us and may resign, thus leaving the business without the necessary continuity of management. ● Even if the business is successful, our senior executive officers may need to devote significant time to the acquired business, which may distract them from their other management activities. ● If the business does not operate as we expect, we may incur an impairment charge based on the value of the assets acquired. ● We may have difficulty maintaining the necessary quality control over the acquired business and our products and services. ● To the extent that an acquired company operates at a loss prior to our acquisition, we may not be able to develop profitable operations following the acquisition. ● Problems and claims relating to the acquired business that were not disclosed at the time of the acquisition may result in increased costs and may impair our ability to operate the acquired company. ● The acquired company may have liabilities or obligations that were not disclosed to us, or the acquired assets, including intellectual property assets, may not have the value we anticipated. ● Any indemnification obligations of the seller under the purchase agreement may be inadequate to compensate us for any loss, damage or expense that we may sustain, including undisclosed claims or liabilities. ● To the extent that the acquired company is dependent upon our management to maintain relationships with existing customers, we may have difficulty in retaining the business of these customers if there is a change in management. ● Government agencies may seek damages after we makes the acquisition for conduct that occurred prior to the acquisition and we may not have adequate recourse against the seller. ● We may require significant capital both to acquire and to operate the business, and the capital requirements of the business may be greater than we anticipated, and our failure to obtain capital on reasonable terms may impair the value of the acquisition and may impair our continuing operations. ● The acquired company may be impacted by unanticipated events, such as a pandemic such as the COVID-19 pandemic, the effect of climate changes, terrorist or other disruptive activities in Israel, social unrest or other factors over which we may have no control.
There are significant risks associated with any acquisition program, including, but not limited to, the following: ● We may incur significant expenses and devote significant management time to a potential acquisition, and we may be unable to consummate the acquisition on acceptable terms. ● If we identify an acquisition, we may face competition from other companies in the industry or from financial buyers seeking to make the acquisition. ● The integration of any acquisition with our existing business may be difficult and, if we are not able to integrate the business successfully, it may not only be unable to operate the business profitably, but management may be unable to devote the necessary time to the development of our existing business; ● The key employees who operated the acquired business successfully prior to the acquisition may not be happy working for us and may resign, thus leaving the business without the necessary continuity of management. ● Even if the business is successful, our senior executive officers may need to devote significant time to the acquired business, which may distract them from their other management activities. ● If the business does not operate as we expect, we may incur an impairment charge based on the value of the assets acquired. ● We may have difficulty maintaining the necessary quality control over the acquired business and our products and services. ● To the extent that an acquired company operates at a loss prior to our acquisition, we may not be able to develop profitable operations following the acquisition. 11 ● Problems and claims relating to the acquired business that were not disclosed at the time of the acquisition or we anticipated that we will be able to overcome, may result in increased costs and may impair our ability to operate the acquired company. ● The acquired company may have liabilities or obligations that were not disclosed to us, or the acquired assets, including intellectual property assets, may not have the value we anticipated. ● Any indemnification obligations of the seller under the purchase agreement may be inadequate to compensate us for any loss, damage or expense that we may sustain, including undisclosed claims or liabilities. ● To the extent that the acquired company is dependent upon our management to maintain relationships with existing customers, we may have difficulty in retaining the business of these customers if there is a change in management. ● Government agencies may seek damages after we makes the acquisition for conduct that occurred prior to the acquisition and we may not have adequate recourse against the seller. ● We may require significant capital both to acquire and to operate the business, and the capital requirements of the business may be greater than we anticipated, and our failure to obtain capital on reasonable terms may impair the value of the acquisition and may impair our continuing operations. ● The acquired company may be impacted by unanticipated events, such as a pandemic such as the COVID-19 pandemic, the effect of climate changes, terrorist or other disruptive activities in Israel, social unrest or other factors over which we may have no control.
In addition, our revenue may be adversely affected for a number of reasons, including the development and/or market acceptance and timing of market introduction of new technology that competes with our products, changes by other market participants with respect to their acceptance or implementation of our technology, failure of our customers to commercialize autonomous systems that include our products, our inability to effectively manage our inventory or manufacture products at scale, our failure to enter new markets or to attract new customers or expand orders from existing customers or due to increasing competition.
In addition, our revenue may be adversely affected for a number of reasons, including the development and/or market acceptance and timing of market introduction of new technology that competes with our products, changes by other market participants with respect to their acceptance or implementation of our technology, failure of our customers to commercialize systems that include our products, our inability to effectively manage our inventory or manufacture products at scale, our failure to enter new markets or to attract new customers or expand orders from existing customers or due to increasing competition.
International operations are subject to a number of other risks, including: ● Exchange rate fluctuations; ● Political and economic instability, international terrorism, and anti-American and anti-Israel sentiment, particularly in emerging markets; ● Reaction to any conflicts involving Israel, including its war with Hamas and conflicts with Hezbollah and others, including any official or unofficial boycotts of Israeli companies; ● The effects of the Russian invasion of Ukraine or any resolution of the invasion as it may affect suppliers and customers in Europe; 20 ● Global or regional health crises; ● Potential for violations of anti-corruption laws and regulations, such as those related to bribery or fraud; ● Preference for locally branded products, and laws and business practices favoring local competition; ● Increased difficulty in managing inventory; ● Less effective protection of intellectual property; ● Stringent regulation of our products or systems incorporating our products; ● Difficulties and costs of staffing and managing foreign operations; ● Import and export laws and the impact of tariffs; and ● Changes in local tax and customs duty laws or changes in the enforcement, application, or interpretation of such laws.
International operations are subject to a number of other risks, including: ● Exchange rate fluctuations; ● Political and economic instability, international terrorism, and anti-American and anti-Israel sentiment, particularly in emerging markets; ● Reaction to any conflicts involving Israel, including its war with Iran and conflicts with Hezbollah, Hamas and others, including any official or unofficial boycotts of Israeli companies; ● The effects of the Russian invasion of Ukraine or any resolution of the invasion as it may affect suppliers and customers in Europe; ● Global or regional health crises; ● Potential for violations of anti-corruption laws and regulations, such as those related to bribery or fraud; ● Preference for locally branded products, and laws and business practices favoring local competition; ● Increased difficulty in managing inventory; ● Less effective protection of intellectual property; ● Stringent regulation of our products or systems incorporating our products; ● Difficulties and costs of staffing and managing foreign operations; ● Import and export laws and the impact of tariffs; and ● Changes in local tax and customs duty laws or changes in the enforcement, application, or interpretation of such laws.
If we wish to transfer IIA-funded know-how, the terms for approval will be determined according to the nature of the transaction and the consideration paid to us in connection with such a transfer. 28 ● Approval of transfer the of IIA-funded know-how to another Israeli company may be granted only if the recipient abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel. ● Change of Control.
If we wish to transfer IIA-funded know-how, the terms for approval will be determined according to the nature of the transaction and the consideration paid to us in connection with such a transfer. ● Approval of transfer the of IIA-funded know-how to another Israeli company may be granted only if the recipient abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel. ● Change of Control.
Delays by automobile manufacturers which are making final decisions relating to the next generation of automobiles and the introduction of ADAS capabilities as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of ADAS functions will impact our ability to generate revenue and cash flow from operations.
Delays by automobile manufacturers which are making final decisions relating to the next generation of automobiles and the introduction of ADAS and AV capabilities as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of ADAS and AV functions will impact our ability to generate revenue and cash flow from operations.
While our products can be applied for uses in different markets, many of our products are still relatively new in the market and it is possible that other technologies and devices, based on new or existing technology or a combination of technologies, will achieve acceptance or leadership as compared to our existing or future product lines.
While our products can be applied for uses in different markets, many of our products are still relatively new in the market, and it is possible that other solutions, products and devices, based on new or existing technology or a combination of technologies, will achieve acceptance or leadership as compared to our existing or future product lines.
Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events, global pandemics, and interruptions by man-made problems such as network security breaches, computer viruses, or terrorism. Material disruptions of our business or information systems resulting from these events could adversely affect our operating results.
Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events, global pandemics, and interruptions by man-made problems such as network security breaches, computer viruses, wars or terrorism. Material disruptions of our business or information systems resulting from these events could adversely affect our operating results.
We are unable to predict how any future changes will impact it or if such impacts will be material to our business. The evolution of the regulatory framework for autonomous vehicles and their related components is outside of our control. Our business is subject to a patchwork of regulations from local, state and federal authorities.
We are unable to predict how any future changes will impact it or if such impacts will be material to our business. The evolution of the regulatory framework for autonomous vehicles and their related components is outside of our control. Our business is subject to a patchwork of regulations from local, state, federal and international authorities.
Under the Israeli Patent Law, 5727-1967, or the “Patent Law”, inventions conceived by an employee in the course of and as a result of his or her employment with a company are regarded as “service inventions,” which belong to the employer, unless there is a specific agreement between the employee and employer giving the employee service invention rights.
Under the Israeli Patent Law, 5727-1967, or the “Patent Law,” inventions conceived by an employee in the course of and as a result of his or her employment with a company are regarded as “service inventions,” which belong to the employer, unless there is a specific agreement between the employee and employer giving the employee service invention rights.
Such rules and regulations may impose potentially significant civil penalties for violations, including the failure to comply with such reporting actions. If we cannot rapidly address any safety concerns or defects with our products, our business, results of operations, and financial condition may be adversely affected. 22 The U.S.
Such rules and regulations may impose potentially significant civil penalties for violations, including the failure to comply with such reporting actions. If we cannot rapidly address any safety concerns or defects with our products, our business, results of operations, and financial condition may be adversely affected. The U.S.
Further, since our marketing is primarily directed at Tier 1 suppliers, who incorporate our chipset in the systems that they market to the automobile manufacturers, which include software and hardware components in addition to our chipset, our business will be impacted to the extent that the manufacturers select a Tier-1 supplier that does not use our chipsets.
Further, since our marketing to the automotive market is primarily directed at Tier 1 suppliers, who incorporate our chipset in the systems that they market to the automobile manufacturers, which include software and hardware components in addition to our chipset, our business will be impacted to the extent that the manufacturers select a Tier-1 supplier that does not use our chipsets.
Our competitors or other third parties may incorporate artificial intelligence into their products more quickly and successfully than we, which could impair our ability to compete effectively and could adversely affect our results of operations. Artificial intelligence is intended to improve the efficiency of software in the context with which it is designed.
Our competitors or other third parties may incorporate artificial intelligence into their products more quickly and successfully than we or our customers which could impair our ability to compete effectively and could adversely affect our results of operations. Artificial intelligence is intended to improve the efficiency of software in the context with which it is designed.
Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties, or adverse publicity, and could cause customers and business partners to lose trust in us, which could have an adverse effect on our reputation and business. 23 We may be exposed to liabilities under the U.S.
Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties, or adverse publicity, and could cause customers and business partners to lose trust in us, which could have an adverse effect on our reputation and business. We may be exposed to liabilities under the U.S.
Further, Israel’s calling up employed or employable personnel for military service may affect our ability to hire qualified personnel. We cannot give assurance that we will be able to hire all the required personnel when we require them. 16 We face numerous risks associated with commercial production.
Further, Israel’s calling up employed or employable personnel for military service may affect our ability to hire qualified personnel. We cannot give assurance that we will be able to hire all the required personnel when we require them. We face numerous risks associated with commercial production.
Security threats are a significant challenge to companies like us whose business is providing technology products and services to others. 10 The functionality of systems using our chipset may be affected by open source software which may increase the risk of security vulnerability.
Security threats are a significant challenge to companies like us whose business is providing technology products and services to others. The functionality of systems using our chipset may be affected by open source software which may increase the risk of security vulnerability.
The occurrence of any of these risks could negatively affect our international business and, consequently, our business, operating results, and financial condition. We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution, and sale of our products.
The occurrence of any of these risks could negatively affect our international business and, consequently, our business, operating results, and financial condition. 20 We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution, and sale of our products.
The Patents Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his or her inventions.
The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his or her inventions.
Prospective customers of our products generally must make significant commitments of resources to test and validate our products and confirm that they can integrate our products with other technologies before including our products in any particular system, product or model.
Prospective customers of our products generally must make significant commitments of resources to test and validate our products and confirm that they can integrate our products with other technologies before including our products in any particular solution, system, product or model.
We expect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting systems.
We expect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us to continue to improve our execution, operational, financial and management controls, compliance programs and reporting systems.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support its business and to respond to business challenges could be significantly limited.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.
If we are unable to develop products or system configurations that meet customer requirements, including pricing, on a timely basis or that remain competitive with other technological alternatives, our products could lose market share, our revenue will decline, it may experience operating losses, and our business and prospects will be adversely affected.
If we are unable to develop products or system configurations that meet customer requirements, including pricing and delivery, on a timely basis or that remain competitive with other technological alternatives, our products could lose market share, our revenue will decline, we may experience operating losses, and our business and prospects will be adversely affected.
If we are successful in entering into definitive agreements with potential suppliers, including Tier 1s, these arrangements will subject us to risks, including risks associated with non-performance by the third party and sharing proprietary information, any of which may materially and adversely affect our business and prospects.
If we are successful in entering into definitive agreements with potential customers, including Tier 1s, these arrangements will subject us to risks, including risks associated with non-performance by the third party and sharing proprietary information, any of which may materially and adversely affect our business and prospects.
There may be vulnerabilities in open source software and third-party software that may make products that use our chipsets likely to be harmed by cyberattacks.
There may be vulnerabilities in open source software and third-party software that may make products that use our products likely to be harmed by cyberattacks.
Accordingly, we expect to be subject to substantial continuing pressure from our existing and prospective customers to reduce the price of our products. It is possible that pricing pressures beyond our expectations could intensify as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives.
Accordingly, we expect to be subject to substantial continuing pressure from our existing and prospective customers to reduce the price of our products. It is possible that pricing pressures beyond our expectations could intensify as customers pursue restructuring, consolidation and cost-cutting initiatives.
To the extent that either our software or the software with which our software interfaces does not function as intended, which could result in accidents, we may be subject to claims or liability and our reputation may be impaired which could have a material adverse effect on our business and our reputation.
To the extent that either our hardware or software or the software with which our software interfaces does not function as intended, which could result in accidents or misfunction, we may be subject to claims or liability and our reputation may be impaired which could have a material adverse effect on our business and our reputation.
These factors include such conditions as international trade issues such as tariffs, international conflicts, climate and weather conditions, significant natural disasters such as the outbreak of a pandemic, such as COVID-19, or other catastrophic events.
These factors include such conditions as international trade issues such as tariffs, international conflicts, climate and weather conditions, significant natural disasters such as the outbreak of a pandemic, or other catastrophic events.
Because of our limited ability to monitor or control the actions of these third parties, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.
Because of our limited ability to monitor or control the actions of these third parties, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation from events relating to their business (related or unrelated to Arbe), we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.
Any legislation or regulations that impose standards or impose liability are likely to increase our manufacturing costs as well as the cost of compliance and product liability insurance.
Any legislation or regulations that impose standards or impose liability are likely to increase our development, support and manufacturing costs as well as the cost of compliance and product liability insurance.
Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may be subject to the effects of inflationary pressures, which may impair our gross margins and our ability to operate profitably.
Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally may not be identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. 10 We may be subject to the effects of inflationary pressures, and currency exchange rates which may impair our gross margins and our ability to operate profitably.
Although we are actively marketing our chipset to Tier 1 suppliers and automobile manufacturers, we have been primarily a research and development company, and we are continuing to incur research and development expenses as we continue to work on the development of our 4D imaging radar technology.
Although we are actively marketing our chipset and systems to Tier 1 suppliers and automobile manufacturers and other customers, we have been primarily a research and development company, and we are continuing to incur research and development expenses as we continue to work on the development of our 4D imaging radar technology.
Factors that may cause these quarterly fluctuations include, without limitation, those listed below: ● The timing and magnitude of orders and shipments of our products in any quarter; ● Pricing changes we may adopt to drive market adoption or in response to competitive pressure; ● The effect of international trade issues, including tariffs and related supply line problems affecting us and our suppliers or customers and the automobile industry generally; ● The effect of inflation; ● The timing of the completion of our application engineering services; ● Our ability to retain our existing customers and attract new customers; ● Our ability to develop, introduce, manufacture, and ship products in a timely manner that meet customer requirements; ● Disruption in our sales channels or termination of our relationships with important channel partners; ● Delays in customers; purchasing cycles or deferments of customers; purchases in anticipation of new products or updates from us or our competitors; ● Fluctuations in demand pressures for our products; 14 ● The mix of products sold and the gross margin of products sold in any quarter; ● The duration of, and responses of governments and industry to any worldwide or regional health crisis; ● Events and conditions affecting Israel-based businesses; ● The timing and rate of broader market adoption of autonomous systems, both generally and those utilizing our smart vision solutions across automotive and other market sectors; ● Market acceptance of our core products and further technological advancements by us, our competitors, and other market participants; ● The ability of our customers to commercialize systems that incorporate our products; ● Any change in the competitive dynamics of our markets, including the consolidation of competitors, regulatory developments, and new market entrants; ● Our ability to effectively manage our inventory; ● Changes in the source, cost, availability and regulations pertaining to the materials we use; ● Adverse litigation, judgments, settlements, or other litigation-related costs, or claims that may give rise to such costs; ● Adverse publicity, litigation, and governmental investigations affecting autonomous vehicles, regardless of whether our products are involved; ● The war with Hamas, any other conflicts which may involve Israel and the effects of the Russian invasion of Ukraine and the consequences of any settlement of the conflict; and ● General economic, industry, and market conditions, including trade disputes.
Factors that may cause these quarterly fluctuations include, without limitation, those listed below: ● The timing and magnitude of orders and shipments of our products in any quarter; ● Pricing changes we may adopt to drive market adoption or in response to competitive pressure; ● The effect of international trade issues, including tariffs and related supply line problems affecting us and our suppliers or customers and the automobile industry generally; ● The effect of inflation; ● The timing of the completion of our application engineering services; ● Our ability to retain our existing customers and attract new customers; ● Our ability to develop, introduce, manufacture, and ship products in a timely manner that meet customer requirements; ● Disruption in our sales channels or termination of our relationships with important channel partners; ● Delays in customers; purchasing cycles or deferments of customers; purchases in anticipation of new products or updates from us or our competitors; ● Fluctuations in demand pressures for our products; ● The mix of products sold and the gross margin of products sold in any quarter; ● The duration of, and responses of governments and industry to any worldwide or regional health crisis; ● Events and conditions affecting Israel-based businesses; ● The timing and rate of broader market adoption of autonomous systems, both generally and those utilizing our smart vision solutions across automotive and other market sectors; ● Market acceptance of our core products and further technological advancements by us, our competitors, and other market participants; ● The ability of our customers to commercialize systems that incorporate our products; ● Any change in the competitive dynamics of our markets, including the consolidation of competitors, regulatory developments, and new market entrants; 14 ● Our ability to effectively manage our inventory; ● Changes in the source, cost, availability and regulations pertaining to the materials we use; ● Changes in price we pay for the manufacturing, packaging, testing delivering or any other activity required to provide our products to customers. ● Adverse litigation, judgments, settlements, or other litigation-related costs, or claims that may give rise to such costs; ● Adverse publicity, litigation, and governmental investigations affecting autonomous vehicles, regardless of whether our products are involved; ● The war with Iran and Hezbollah along with the continuing conflict with Hamas and any other conflicts which may involve Israel and the effects of and the consequences of any settlement of any of these conflicts; and ● General economic, industry, and market conditions, including trade disputes.
Agreements with customers may not generate the anticipated revenue as we are subject to the risks of cancellation or postponement of contracts or unsuccessful implementation.
Agreements with customers may not generate the anticipated revenue as we are subject to the risks of cancellation or postponement of deliveries or unsuccessful implementation.
The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive. Our future success will depend on our ability to develop and protect from infringement in a timely manner and to stay ahead of existing and new competitors and to satisfy the market that is technology is leading edge technology.
The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive. Our future success will depend on our ability to develop and protect from infringement in a timely manner and to stay ahead of existing and new competitors and to demonstrate to the market that our technology is cutting-edge.
Because our products are a component on a complete radar product offered by our Tier-1 customer to the OEM, if the radar products are not selected by these large OEM companies or if these OEM companies develop or acquire competitive technology or negotiate terms that are disadvantageous to us, it will have an adverse effect on our business.
Because our products are a component on a complete radar product offered by our Tier-1 and radar system customer to the OEM or other companies, if the radar products are not selected by these companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to us, it will have an adverse effect on our business.
We are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require us to determine, disclose, and report whether our products contain conflict minerals.
We are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that requires us to determine, disclose, and report whether our products contain conflict minerals.
Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a history of sales in commercial quantities or if we operated in a more predictable market rather than a market that is itself a developing market that is developing at a slower rate than we had anticipated.
Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a history of sales in commercial quantities or if we operated in a more predictable markets rather than markets that are themselves developing markets that are developing at a slower rate than we had anticipated.
The industry may become subject to increased legislation and regulation. Such legislation may be triggered by a perceived safety concern, or it may result from a public reaction to accidents caused by or involving automobiles, drones or other autonomous vehicles. The potential market for our products is international, and each country or region may impose different and potentially conflicting regulations.
Such legislation may be triggered by a perceived safety concern, or it may result from a public reaction to accidents caused by or involving automobiles, drones or other autonomous vehicles. The potential market for our products is international, and each country or region may impose different and potentially conflicting regulations.
To the extent that inflation, along with supply line delays and semiconductor shortages, we may incur increased costs in our components as well as from our contract manufacturers, and we may not be able to pass on any costs we may incur to our customers.
To the extent that inflation, currency exchange rate changes along with supply line delays and semiconductor shortages, we may incur increased costs in our components as well as from our contract manufacturers, and we may not be able to pass on any costs we may incur to our customers.
Any such action may both reduce the market for enhanced ADAS vehicles and delay the introduction of enhance ADAS vehicles, which could adversely affect our business. 13 We operate in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than we have.
Any such action may both reduce the market for enhanced ADAS and autonomous vehicles and delay the introduction of enhanced ADAS and autonomous vehicles, which could adversely affect our business. We operate in a highly competitive markets against a number of both established competitors and new market entrants, and some market participants have substantially greater resources than we have.
A large number of companies offer radar-based and LiDAR-based technologies in competition with us. Some of these companies are better capitalized and better known than we. Our competitors compete with us directly by offering similar products and indirectly by attempting to solve some of the same challenges with different technology.
A large number of companies offer radar-based and LiDAR-based technologies in competition with us. Some of these companies are better capitalized and better known than we. Our competitors compete with us directly by offering products that claim to provide similar or better offerings and indirectly by attempting to solve some of the same challenges with different technology.
In addition, our existing or future customers may reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Certain large customers may possess significant leverage over their suppliers, including us, because the market is highly competitive.
In addition, our existing or future customers may reserve the right to terminate their engagement with us for convenience including but not limited to supply contracts, which enhances their ability to obtain price reductions. Certain large customers may possess significant leverage over their suppliers, including us, because the market is highly competitive.
We face competition both in marketing to Tier 1 suppliers and manufacturers from other market participants, some of which have significantly greater resources than we have, and, if our Tier 1 suppliers select our product for the radar solution they are offering to manufacturers, they will compete with radar solutions offered by other Tier 1 suppliers.
We face competition both in marketing to our customers and their customers from other market participants, some of which have significantly greater resources than we have, and, if our customers select our product for the radar solution they are offering to their customers, they will compete with radar solutions offered by other suppliers.
In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of our products and, if applicable, potential changes to products, processes, or sources of supply as a consequence of such verification activities.
In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the measures we took to exercise due diligence in the sources and chain of custody of conflict minerals that may be used in or necessary to the production of our products and, if applicable, potential changes to products, processes, or sources of supply as a consequence of such verification activities.
To the extent that we are not successful in marketing to the automotive industry our business will be materially impaired. 7 We continue to work with other companies, including our sole supplier and our Tier 1 companies to develop our business, and these initiatives may prove more costly than we currently anticipate, and we may not succeed in generating sufficient revenue to operate profitability.
To the extent that we are not successful in marketing to the these industries our business will be materially impaired. 7 We continue to work with other companies, including our sole supplier and our Tier 1, radar system companies and other customers to develop our business, and these initiatives may prove more costly than we currently anticipate, and we may not succeed in generating sufficient revenue to operate profitability.
Our products also may not achieve the requisite level of autonomous compatibility required for certification and rollout to consumers or satisfy changing regulatory requirements which could require us and the Tier 1 suppliers that develop and market products based on our chipset to redesign, modify or update our or their products.
Our products also may not achieve the requisite level of autonomous compatibility required for certification and rollout to consumers or satisfy changing regulatory requirements which could require us and our customers that develop and market products based on our chipset to redesign, modify or update our or their products or stop using our products.
Among other things: ● Israeli Companies Law regulates acquisitions and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions); ● The Israeli Companies Law requires special approvals for certain transactions involving directors, officers, or significant shareholders and regulates other matters that may be relevant to these types of transactions; ● The Israeli Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; ● Our Restated Articles divide our directors into three classes, each of which is elected for a three-year term once every three years; ● Our Restated Articles provide that certain articles can be amended or changed only by the majority of at least sixty percent (60%) of the total voting power of the shareholders. 30 ● Our Restated Articles do not permit a director to be removed except by a vote of a majority of the voting power of the shareholders represented at a general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting; and ● Our Restated Articles provide that director vacancies may be filled by our board of directors.
Among other things: ● Israeli Companies Law regulates acquisitions and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions); ● The Israeli Companies Law requires special approvals for certain transactions involving directors, officers, or significant shareholders and regulates other matters that may be relevant to these types of transactions; ● The Israeli Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; ● Our Restated Articles divide our directors into three classes, each of which is elected for a three-year term once every three years; ● Our Restated Articles provide that certain articles can be amended or changed only by the majority of at least sixty percent (60%) of the total voting power of the shareholders. ● Our Restated Articles do not permit a director to be removed except by a vote of a majority of the voting power of the shareholders represented at a general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting; and ● Our Restated Articles provide that director vacancies may be filled by our board of directors. 30 Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders, especially whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax.
Accordingly, even after investing significant resources to develop a product, we may not secure a design win or may not be able to commercialize a product on profitable terms or we may obtain a commitment from a Tier 1 supplier and that supplier may not be successful in marketing to the automobile manufacturers.
Accordingly, even after investing significant resources to develop a product, we may not secure a design win or may not be able to commercialize a product on profitable terms or we may obtain a commitment from a Tier-1 system supplier and that supplier may not be successful in marketing to the its customer(s).
We continue to make investments and implement initiatives designed to grow our business, including: ● investing in research and development; ● collaborating with Tier 1 suppliers to develop a radar product based on our chipsets, with the goal of enabling the Tier 1 to market this product to the automotive and related industries; ● expanding our sales and marketing efforts to attract new customers in new industries; ● investing in new applications and markets for our products; ● further enhancing our manufacturing processes and relationships; and ● incurring in legal, accounting, and other administrative functions necessary to support our operations as a public company.
We continue to make investments and implement initiatives designed to grow our business, including: ● investing in research and development; ● collaborating with Tier 1 and radar system suppliers to develop a radar product based on our chipsets, with the goal of enabling them to market their products to the automotive and other industries; ● expanding our sales and marketing efforts to attract new customers in new industries; ● investing in new applications and markets for our products; ● Investing in creation of a full system solution for automotive and other markets including the manufacturing of direct sell of such product ● further enhancing our manufacturing processes and relationships; and ● incurring in legal, accounting, and other administrative functions necessary to support our operations as a public company.
Accordingly, even after investing significant resources to develop a product, we largely rely on our Tier-1 customers’ efforts to secure a design win in order to be able to commercialize our product on profitable terms.
Accordingly, even after investing significant resources to develop a product, we largely rely on our Tier-1 and radar system customers’ efforts to secure a design win in order for us to be able to commercialize our product on profitable terms.
There is little binding case law in Israel addressing these matters. 29 Additionally, the acceptance of foreign judgment in Israel is mainly regulated in the Foreign Judgment Enforcement Law, 5718-1958, pursuant to which Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S. directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.
Additionally, the acceptance of foreign judgment in Israel is mainly regulated in the Foreign Judgment Enforcement Law, 5718-1958, pursuant to which Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S. directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.
Because our products are a key aspect of the safety of vehicles that use our products and must comply with international standards, our products will be held to a stringent safety test before they are included in a vehicle.
Since our products are a key aspect of the safety of vehicles that use our products and must comply with international standards, our products will be held to a stringent safety test before they are included in a final product.
In addition, the United States has imposed export restrictions on advanced chips, including artificial intelligence chips, which may affect both the ability of our supplier, GlobalFoundries, to obtain chips and the price of chips.
In addition, the United States has imposed export restrictions on advanced chips and systems, including artificial intelligence chips, which may affect both the ability of our supplier, GlobalFoundries Singapore Pte. Ltd. (“GlobalFoundries”) to obtain chips and the price of chips.
Further, the vehicle software may be subject to security breaches, which could result in damages if our software that is incorporated in the automobile or other vehicle is subject to security breaches.
Further, the products may be subject to security breaches, which could result in damages if our products, or the software or hardware that is incorporated in the automobile or other solution is subject to security breaches.
Any security breaches with respect to such data could result in the loss of this information, litigation, indemnity obligations and other liabilities. The security of our products is important in our customers’ decisions to purchase or use our products or services in their vehicles.
Any security breaches with respect to such data could result in the loss of this information, litigation, indemnity obligations and other liabilities and could result in a violation of privacy and cybersecurity laws. The security of our products is important in our customers’ decisions to purchase or use our products or services in their products.
We incurred a net loss of approximately $49.3 million on revenues of approximately $0.8 million for the year ended December 31, 2024, a net loss of approximately $43.5 million on revenues of approximately $1.5 million for year ended December 31, 2023, and a net loss of approximately $40.5 million on revenues of approximately $3.5 million for the year ended December 31, 2022.
We incurred a net loss of approximately $46.4 million on revenues of approximately $1 million for the year ended December 31, 2025, a net loss of approximately $49.3 million on revenues of approximately $0.8 million for year ended December 31, 2024, and a net loss of approximately $43.5 million on revenues of approximately $1.5 million for the year ended December 31, 2023.
Adverse conditions within our industry or the global economy more generally could have adverse effects on our results of operations . Our business is directly affected by and significantly dependent on business cycles and other factors affecting the global automobile industry and the global economy generally.
Adverse conditions within our industry or the global economy more generally could have adverse effects on our results of operations . Our business is directly affected by and significantly dependent on business cycles and other factors affecting the industries in which we operate and the global economy generally.
Certain of our development and supply arrangements could be terminated or may not materialize into long-term contracts. We have arrangements with Tier 1 suppliers and other companies for the development of products or for the incorporation of our products in a customer’s products.
Certain of our development and supply arrangements could be terminated or may not materialize into long-term contracts. We have arrangements with Tier 1 suppliers and other companies for the development of products that incorporate our products.
In this connection, as both our business and the market for ADAS vehicles develops, our operations may undergo other changes that result is a material change in our business and the direction of our business. Any such modifications could result in increased losses (as pivoting the business may be costly) and future results may differ materially from those presented herein.
In this connection, as both our business and the markets develop, our operations may undergo other changes that result in a material change in our business and the direction of our business. Any such modifications could result in increased losses (as pivoting the business may be costly) and future results may differ materially from those presented herein.
Any factors which could result in higher prices for automobiles could result in a reduction in the production of automobiles and a delay in the introduction of new features which require our technology, all of which could have a material adverse impact on our business and prospects.
Any factors which could result in higher prices could result in a reduction in orders to our product and a delay in the introduction of new features which require our technology, all of which could have a material adverse impact on our business and prospects.
Since radar systems in vehicles are software-based, with manufacturers or software suppliers having the ability to modify or update software remotely, there is a risk of security breaches that may affect the safety of the vehicle. We have a legal and contractual obligation to protect the confidentiality and appropriate use of customer data.
Since radar systems are software-based, with the ability to modify or update software remotely, there is a risk of security breaches that may affect the safety or functionality of a product. We have a legal and contractual obligation to protect the confidentiality and appropriate use of customer data.
Cost-cutting initiatives adopted by our Tier-1 customers and automobile and other automotive customers as well as the effects of competition may result in increased downward pressure on pricing.
Cost-cutting initiatives adopted by our customers and their customers and other customers as well as the effects of competition may result in increased downward pressure on pricing.
To the extent our product is part of a radar that is offered by such Tier-1 supplier, we depend on the ability of the Tier-1 supplier to successfully market and sell its product (which includes our product) to the OEM’s, many times following a bid process conducted by the OEM.
To the extent our product is part of a radar system that is offered by such Tier-1 and radar system supplier, we depend on the ability of the Tier-1 and radar system supplier to successfully market and sell its product (which includes our product) to the OEM’s or other companies, many times as a result of a bid process conducted by the OEM or other company.
Production and sales within our industry are cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, the timing by automobile manufacturers as to the introduction autonomous features that require our technology, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements and political volatility.
Production and sales within our industries are cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, the timing as to the introduction of new capabilities that require our technology, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements and political volatility.
We may not be able to timely secure such debt or equity financing on favorable terms, or at all. Our ability to incur additional debt may be affected by covenants in the deed of trust relating to our outstanding convertible bonds.
Our low stock price may affect our ability to raise funds in the equity or convertible debt market. We may not be able to timely secure debt or equity financing on favorable terms, or at all. Our ability to incur additional debt may be affected by covenants in the deed of trust relating to our outstanding convertible bonds.
Any disruption to our communications, whether caused by a natural disaster or by man-made problems such as power disruptions, ransomware attacks, or other cybersecurity breaches, could adversely affect our business.
Any disruption to our communications, whether caused by a natural disaster or by man-made problems such as power disruptions, ransomware attacks, other cybersecurity breaches or wars, including the wars with Iran and Hezbiolla, could adversely affect our business.
We also market directly to automobile manufacturers and seek to include our radar system in their automobiles.
We also market directly to automobile manufacturers and other OEMs and seek to include our radar system in their products.
Although we do not believe that our business was materially adversely affected by inflation prior to 2024, we have been experiencing cost increases, including increased labor costs, as a result of the recent inflationary pressures, combined with supply line delays and recent shortages of semiconductors.
Although we do not believe that our business was materially adversely affected by inflation prior to 2025, we have been experiencing cost increases, including increased labor costs, as a result of the inflationary pressures, currency exchange rate changes, combined with supply line delays.
If any of these risks occur, our business, financial condition and prospects may be impaired. 12 The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of our products, damage our reputation with current or prospective customers, expose us to product liability, recalls, warranties and other claims and adversely affect its operating costs.
The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of our products, damage our reputation with current or prospective customers, expose us to product liability, recalls, warranties and other claims and adversely affect its operating costs.
Government vehicle safety regulations are an important factor for our business. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles. These safety regulations often require, or customers demand, that vehicles have more safety features per vehicle and more advanced safety products.
Historically, these regulations have imposed ever-more stringent safety regulations for vehicles. These safety regulations often require, or customers demand, that vehicles have more safety features per vehicle and more advanced safety products.
Any tariffs, which may result in counter-tariffs, could result in a significant increase in the cost of parts for automobiles with increasing costs of the automobiles subject to the tariffs as well as significant supply chain delays which would increase costs and time.
Any tariffs, including those that may also result in counter-tariffs, could result in a significant increase in the cost of parts subject to the tariffs as well as significant supply chain delays which would increase costs and time.
Although our working capital on December 31, 2024 was approximately $21.2 million and in January 2025, we raised $33.1 million gross proceeds from an underwritten public offering and approximately $22.4 million from the release of escrowed funds following the conversion of a majority of the principal amount of our convertible bonds, we may nonetheless require additional capital in order to fund our growth strategy and to respond to various factors including, but not limited to. technological advancements, competitive dynamics or technologies, customer demands, broader economic shifts that are leading to delays in automakers’ roll-out of advanced driver assistance systems which would use radar systems that use our chipset and the economic cause related to the extension in decision-making timelines, business opportunities, challenges, acquisitions or unforeseen circumstances, and we anticipate that, if we require financing we will seek to obtain any such funding through equity, debt or convertible debt financing arrangements, although there can be no assurance that such financing will be available on acceptable terms or at all.
Although our working capital on December 31, 2025 was approximately $38.9 million and we raised gross proceeds of $18.5 million in an underwritten registered direct public offering on January 26, 2026, we may nonetheless require additional capital in order to fund our growth strategy and to respond to various factors including, but not limited to. technological advancements, competitive dynamics or technologies, customer demands, broader economic shifts that are leading to delays in our customer’s roll-out of systems which would use radar systems that use our chipset and the economic cause related to the extension in decision-making timelines, business opportunities, products from competitors, challenges, acquisitions or unforeseen circumstances, and we anticipate that, if we require financing we will seek to obtain any such funding through equity, debt or convertible debt financing arrangements, although there can be no assurance that such financing will be available on acceptable terms or at all.
Even if we are able to begin making material commercial deliveries of our products, we can give no assurance that we will be successful in the commercial sale of our products. 3 We anticipate that our losses may continue to be significant as we: ● Shift our research and development from production intent to production ready chipset; ● expand our production capabilities or outsource such production; ● expand our design, development, installation and servicing capabilities; ● experience delays by automobile manufacturers which are making final decisions relating to the next generation of automobiles and the introduction of advanced driver assisted systems (ADAS) as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of advanced driver assistance systems.; ● produce chips for inventory and incur storage charges; ● incur costs in providing support and assistance to our initial commercial customers, primarily our Tier 1 suppliers, as they integrate our chipset in their radar product that they market to automotive companies and to our automotive company customers as they introduce our radar in their vehicles. ● incur sales and marketing activities costs and develop our distribution infrastructure; and. ● incur general and administration costs as we progress with our product development and continue to incur significant expenses in research and development as well as costs related to our status as a publicly traded corporation We will incur the expenses from these efforts before we receive sufficient revenues to cover our incremental expenses with respect thereto, and therefore our losses in future periods may be significant.
We anticipate that our losses may continue to be significant as we: ● Shift our research and development from production intent to production ready chipset; ● expand our production capabilities or outsource such production; ● expand our design, development, installation and servicing capabilities; 3 ● experience delays by automobile manufacturers which are making final decisions relating to the next generation of automobiles and the introduction of advanced driver assisted systems (ADAS) and autonomous vehicles (AV) as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of advanced driver assistance systems.; ● produce chips for inventory and incur storage charges; ● incur costs in providing support and assistance to our initial commercial customers, primarily our Tier 1 suppliers, as they integrate our chipset in their radar product that they market to automotive companies and to our automotive company customers as they introduce our radar in their vehicles. ● incur sales and marketing activities costs and develop our distribution infrastructure; and. ● incur general and administration costs as we progress with our product development and continue to incur significant expenses in research and development as well as costs related to our status as a publicly traded corporation. ● Introduce the radar system to new markets and customers which require investments in sales, marketing, support, operations and development.
We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify, and hold harmless our customers, suppliers, and partners from damages and costs that may arise from the infringement by our products of third-party patents or other intellectual property rights.
If such a claim were to prevail, we may have to change the names and branding of our products in the affected territories, and we could incur other costs. 19 We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify, and hold harmless our customers, suppliers, and partners from damages and costs that may arise from the infringement by our products of third-party patents or other intellectual property rights.
To the extent that the United States adopts regulations that encourage gas driven automobiles and discourage electric vehicles, the market for automobiles with enhanced ADAS features may be adversely affected since ADAS operate on electric and not gas-powered vehicles.
To the extent that the United States adopts regulations that encourage gas driven automobiles and discourage electric vehicles, the market for automobiles with enhanced and AV features may be adversely affected since ADAS and AV are adopted faster by electric vehicles.
The tax benefits that may be available to us require that we continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. Changes in our product mix may impact our financial performance. Our financial performance can be affected by the mix of products we sell during a given period.
The tax benefits that may be available to us require that we continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. 15 Changes in our product mix may impact our financial performance.
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Currently, most of our revenue is generated in U.S. dollars, while our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, primarily the Israeli Shekel, the U.S. dollar and, to some extent, the euro.
Currently, most of our revenue is generated in U.S. dollars, and most of the cash we raise is generated in U.S. dollars, while our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, primarily the Israeli Shekel, the U.S. dollar and, to some extent, the Euro.
We are continuing to spend significantly more in research and development than we are generating in revenue, since most of our revenue is for samples and for testing and we have not received production orders.
We are continuing to spend significantly more in research and development than we are generating in revenue, since most of our revenue is for small volume non-automotive orders, samples and for testing.
Although we do not use open source software, including open source artificial intelligence in our product, it is possible that software that interfaces with our product may use open source software, which may subject the system that incorporates our product to the risk of open source software, including open source artificial intelligence.
It is possible that software that interfaces with our products may use open source software, which may subject the solution that incorporates our product to the risk of open source software, including open source artificial intelligence.
We are diversifying our investments for cash designated for our long-term activities into short-term deposits and money market funds and also considering spreading our cash and cash equivalents among several financial institutions in order to reduce the risks associated with maintaining all of our cash and cash equivalents at one financial institution.
We are diversifying our investments for cash designated for our long-term activities into short-and long term deposits, writing call options to hedge against foreign exchange rates currency fluctuations and also considering spreading our cash and cash equivalents among several financial institutions in order to reduce the risks associated with maintaining all of our cash and cash equivalents at one financial institution.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We can give no assurance that we will be able to sell the radar chipset solution in commercial quantities or that our manufacturer will have the facilities available to manufacture the chipsets in such quantities. Market Outlook The automotive industry is increasingly harnessing sophisticated technologies in its aim to develop and enhance safety and introduce autonomous driving vehicles.
We can give no assurance that we will be able to sell the radar chipset solution in commercial quantities or that our manufacturer will have the facilities available to manufacture the chipsets in such quantities. Automotive Market Outlook The automotive industry is increasingly harnessing sophisticated technologies in its aim to develop and enhance safety and introduce autonomous driving vehicles.
Legal Proceedings We are not currently a party to any legal proceedings. C. Organizational Structure We have two wholly-owned subsidiaries, one in the United States -- Arbe Robotics US Inc., a Delaware corporation, and one, Shanghai Arbe Technologies Co., Ltd., organized under the laws of the People’s Republic of China. D. Property, plants and equipment.
Legal Proceedings We are not currently a party to any legal proceedings. 57 C. Organizational Structure We have two wholly-owned subsidiaries, one in the United States -- Arbe Robotics US Inc., a Delaware corporation, and one, Shanghai Arbe Technologies Co., Ltd., organized under the laws of the People’s Republic of China. D. Property, plants and equipment.
While the driver is still responsible for the car, the platform can perform automated maneuvers for a more seamless driving experience — such as making highway entrances and exits, lane changes and merges. 43 Level 3 — Conditional Automation: Requires the presence of a driver behind the wheel, but the driver is not required to monitor the environment.
While the driver is still responsible for the car, the platform can perform automated maneuvers for a more seamless driving experience — such as making highway entrances and exits, lane changes and merges. Level 3 — Conditional Automation: Requires the presence of a driver behind the wheel, but the driver is not required to monitor the environment.
Unlike the vast majority of the radars on the market, our radar technology is designed to address all driving scenarios and use cases, which we believe makes it a mandatory technology for any vehicles program targeting ADAS features (L2), supervised autonomous driving features (L2+) and up to unsupervised autonomous driving (L3 & L4).
Unlike the vast majority of the radars on the market, our radar technology is designed to address all driving scenarios and use cases, which we believe makes it a mandatory technology for any vehicles program targeting supervised autonomous driving features (L2+) and up to unsupervised autonomous driving (L3 and L4).
Our technology addresses the key challenges in the automotive radar domain while maintaining competitive size, power and cost for the Level 2+, Level 3 and Level 4 mass market, for high-density, high-resolution RF front-end, through cutting-edge algorithms to effectively utilize the radar and the powerful radar processing unit required to run the radar.
Our technology addresses the key challenges in the automotive radar domain while maintaining competitive size, power and cost for the Level 3 and Level 4 mass market, for high-density, high-resolution RF front-end, through cutting-edge algorithms to effectively utilize the radar and the powerful radar processing unit required to run the radar.
Due to their low azimuth resolution and lack of elevation resolution, traditional radars, that were originally designed for controlling emergency braking and adaptive cruise control, are limited to detecting moving vehicles and discarding all detections of the stationary environment and cannot address free space mapping that requires high elevation resolution.
Due to their low azimuth resolution and sometimes lack of elevation resolution, traditional radars, that were originally designed for controlling emergency braking and adaptive cruise control, are limited to detecting moving vehicles and discarding all detections of the stationary environment and cannot address free space mapping that requires high elevation resolution.
We believe that our products will be competitively prices will offer better performance. ● Global Coverage and Large Ecosystem. Our products are marketed worldwide and amenable to implementation globally. ● Significant Interest from Leading Companies in the industry. Our progress has garnered the interest of major companies in the industry. ● Automotive grade development and production.
We believe that our products will be competitively prices will offer better performance. ● Global Coverage and Large Ecosystem. Our products are marketed worldwide and amenable to global implementation. ● Significant Interest from leading companies in the industry. Our progress has garnered the interest of major companies in the industry. ● Automotive grade development and production.
Among the patents granted are patents covering methods for mitigation of mutual interference between automotive radars including frequency hopping multiband chirp techniques, nonlinear frequency hopping fractional bandwidth multiband chirp techniques, methods for multi-stage radar signal processing, radar system self-test techniques, a radome for automotive radar patch antennas, RFIC packaging techniques including low loss transmission lines, a radar-based system for real-time simultaneous localization and mapping, known as SLAM, a MIMO radar array antenna, and a method for separating targets and clutter from noise. 51 Competition The market for competitive automotive sensing solutions that enable autonomous driving is an emerging market with many potential applications in the development stage.
Among the patents granted are patents covering methods for mitigation of mutual interference between automotive radars including frequency hopping multiband chirp techniques, nonlinear frequency hopping fractional bandwidth multiband chirp techniques, methods for multi-stage radar signal processing, radar system self-test techniques, a radome for automotive radar patch antennas, RFIC packaging techniques including low loss transmission lines, a radar-based system for real-time simultaneous localization and mapping, known as SLAM, a MIMO radar array antenna, and a method for separating targets and clutter from noise. 52 Competition The market for competitive automotive radar sensing solutions that enable autonomous driving is an emerging market with many potential applications in the development stage.
We received grants from IIA and the European Community that, as of March 1, 2025, amount to approximately $4.0 million, based on the exchange rate when the grants were received. We are obligated to pay royalties to the IIA, amounting to 4% of the sales of the products and other related revenues generated from such projects.
We received grants from IIA and the European Community that, as of March 1, 2025, amount to approximately $4.4 million, based on the exchange rate when the grants were received. We are obligated to pay royalties to the IIA, amounting to 4% of the sales of the products and other related revenues generated from such projects.
Through our state-of-the-art analysis of the vehicle’s surroundings, we believe that our cutting-edge radar chipset incorporates the first radar technology detailed enough to enhance the OEM’s perception algorithms, elevating L2+ and higher applications from nice-to-have comfort solutions to must-have safety features.
Through our state-of-the-art analysis of the vehicle’s surroundings, we believe that our cutting-edge radar chipset incorporates the first radar technology detailed enough to enhance the perception algorithms, elevating L2+ and higher applications from nice-to-have comfort solutions to must-have safety features.
At this level, the vehicle can be used as an autonomous vehicle only when road and weather conditions allow it. Level 4 — High Automation: The vehicle is capable of performing all driving functions under certain conditions. The driver has the option of taking over control of the vehicle.
At this level, the vehicle can be used as an autonomous vehicle only when road and weather conditions allow it. Level 4 — High Automation: The vehicle is capable of performing all driving functions under certain conditions. The driver has the option of taking control of the vehicle.
Our products will need to meet quality and safety control standards, regional and international ISO standards and dedicated standards pertaining to ADAS. 54 Autonomous vehicles are subject to emerging regulatory frameworks at the federal and state levels that are in a rapid state of change.
Our products will need to meet quality and safety control standards, regional and international ISO standards and dedicated standards pertaining to ADAS. Autonomous vehicles are subject to emerging regulatory frameworks at the federal and state levels that are in a rapid state of change.
This type of system may be an effective tool to compensate for the driver’s lack of concentration or distraction while driving. 46 (b) Lane departure control system — designed to alert the driver when veering off a lane without signaling.
This type of system may be an effective tool to compensate for the driver’s lack of concentration or distraction while driving. (b) Lane departure control system — designed to alert the driver when veering off a lane without signaling.
The target market for our chipsets is automotive module manufacturers called Tier 1 automotive suppliers, the target market for radars systems developed by the Tier 1 supplier based on our chipset are car makers - automotive manufacturers (OEMs) worldwide, although we are also marketing to the manufacturers.
One target market for our chipsets is automotive module manufacturers called Tier 1 automotive suppliers, the target market for radars systems developed by the Tier 1 supplier based on our chipset are car makers - automotive manufacturers (OEMs) worldwide, although we are also marketing to the manufacturers.
We believe that this experience provides us with a competitive advantage in marketing against companies that have not worked with Tier 1 automotive suppliers in the development of their products. 52 ● Relationships with multiple Tier-1 suppliers enable market penetration.
We believe that this experience provides us with a competitive advantage in marketing against companies that have not worked with Tier 1 automotive suppliers in the development of their products. ● Relationships with multiple Tier-1 suppliers enable market penetration.
The convergence of high-resolution radar systems with AI-driven decision-making algorithms is anticipated to be a critical factor in achieving regulatory safety standards for autonomous vehicles. 1 https://www.gminsights.com/industry-analysis/artificial-intelligence-ai-in-automotive-market 45 According to a forecast by Goldman Sachs Research, growth is expected in sales volumes of Level 2 and Level 2+ automated vehicles, reaching approximately 30% of new car sales by 2027.
The convergence of high-resolution radar systems with AI-driven decision-making algorithms is anticipated to be a critical factor in achieving regulatory safety standards for autonomous vehicles. 1 https://www.gminsights.com/industry-analysis/artificial-intelligence-ai-in-automotive-market 46 According to a forecast by Goldman Sachs Research, growth is expected in sales volumes of Level 2 and Level 2+ automated vehicles, reaching approximately 30% of new car sales by 2027.
The industry refers to a level that was not originally recognized by the SAE, Level 2+, which adds in surround perception and AI to improve the safety and convenience of human-driven vehicles.
The industry refers to a level that was not originally recognized by the SAE, Level 2+, which adds surround perception and AI to improve the safety and convenience of human-driven vehicles.
We filed these applications, including utility and provisional applications, in jurisdictions that we believe are the main automotive markets and development centers around the world, principally the United States, the European Union, Japan and China.
We filed these applications, including utility and provisional applications, in jurisdictions that we believe are the main markets and development centers around the world, principally the United States, the European Union, Japan and China.
Pictured below is our Production Intent System (“B Sample” in automotive terminology), and below the picture is an infographic of the specifications. 44 We believe that the dimensions of radar systems based on our radar chipset, and the projected affordable price point are expected to facilitate its integration into mass production.
Pictured below is our Production Intent System (“B Sample” in automotive terminology), and below the picture is an infographic of the specifications. 45 We believe that the dimensions of radar systems based on our radar chipset, and the projected affordable price point are expected to facilitate its integration into mass production.
Our radar chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the current safety requirements of Euro-NCAP and NHTSA for autonomous vehicles at all levels of autonomous driving.
Our radar chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the current safety requirements of Euro-NCAP, the Chinese SAMR and NHTSA for autonomous vehicles at all levels of autonomous driving.
Growth Strategies Our growth strategies include the following: ● Extending engagements with OEMs and driving stack providers: While we keep focus on the well-established production path with our Tier 1 customers, we are extending our focus to better fit the age-of-autonomy: Working directly with OEM’s feature owners, perception teams and driving stack providers (NVIDIA and others) to enhance the mutual understanding for the need for an imaging radar and how it is to be used for advanced ADAS and higher level of autonomy.
( PR Newswire ) 48 Growth Strategies Our growth strategies include the following: ● Extending engagements with OEMs and driving stack providers: While we keep focus on the well-established production path with our Tier 1 customers, we are extending our focus to better fit the age-of-autonomy: Working directly with OEM’s feature owners, perception teams and driving stack providers (like NVIDIA and others) to enhance the mutual understanding for the need for an imaging radar and how it is to be used for advanced ADAS and higher level of autonomy.
Our go to market strategy is primarily targeted at Tier 1 suppliers, with the aim of fostering cooperation with the Tier 1 suppliers to integrate our radar chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs.
Our private automotive go to market strategy is primarily targeted at Tier 1 suppliers, with the aim of fostering cooperation with the Tier 1 suppliers to integrate our radar chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs.
We designed two radar development platforms: ● The Phoenix Perception Radar, with its 2K ultra-high resolution, enables what we believe is an unmatched level of safety, and enriches perception algorithms for advanced capabilities including Free Space Mapping, object tracking, and Simultaneous Localization and Mapping (SLAM) at a cost that we believe is comparable in cost, size, power and heat with currently available radars that provide fewer than 200 channels.
We designed the Phoenix perception radar system: The Phoenix perception radar, with its 2K ultra-high resolution, enables what we believe is an unmatched level of safety, and enriches perception algorithms for advanced capabilities including free space mapping, object tracking, and simultaneous localization and mapping (SLAM) at a cost that we believe is comparable in cost, size, power and heat with currently available radars that provide fewer than 200 channels.
The ADAS market is formed of Tier 1 manufacturers which manufacture radar systems, as well as companies that develop and manufacture software and hardware such as chips and sensors for the radar systems, which are called Tier 2 suppliers. We are a Tier 2 supplier, which has its products manufactured by a third-party manufacturer.
The private automotive market is formed of Tier 1 manufacturers which manufacture radar systems, as well as companies that develop and manufacture software and hardware such as chips and sensors for the radar systems, which are called Tier 2 suppliers. We are a Tier 2 supplier, which has its products manufactured by a third-party manufacturer.
We believe that on the one hand Mobileye’s decision to develop a 4D imaging radar is significant to the automotive market in acknowledging Mobileye’s view of the imaging radar’s key role in the overall perception solution, while on the other hand we believe that our excess channel count indicates that our solution has a higher angular native resolution with lower native false alarms and an efficient handling of high throughput and processing.
We believe that on the one hand Mobileye’s decision to develop a 4D imaging radar is significant to the automotive market in acknowledging Mobileye’s view of the imaging radar’s key role in the overall perception solution, while on the other hand we believe that our excess channel count indicates that our solution can achieve a higher angular native resolution with lower inherent false alarms and an efficient handling of high throughput and processing.
The data is then processed at the Radar Processor, by an advanced proprietary algorithms into a 4D image — range, radial (on line-of-sight) velocity, azimuth and elevation — at ultra-high resolution with high fidelity and low latency, which is an input to the perception algorithm, sensor fusion and to the vehicle control, to allow emergency braking in any conditions, to enable safe adaptive cruise control, lane-change assist, and up to advanced automated and autonomous driving features, scaling up with the industry’s evolution toward hands-free, eyes-off and full autonomous driving.
The data is then processed at the Radar Processor, by an advanced proprietary algorithms into a 4D image — range, radial (on line-of-sight) velocity, azimuth and elevation — at ultra-high resolution with high fidelity and low latency, which is an input to the perception algorithm, sensor fusion and to the decision and control systems, to allow functionality such as emergency braking in any conditions, to enable safe adaptive cruise control, lane-change assist, and up to advanced automated and autonomous driving features, scaling up with the industry’s evolution toward hands-free, eyes-off and full autonomous driving.
OEMs design their future models and vehicles several years in advance and often then freeze the design in order to produce and deliver the vehicles on time. Therefore, designs for mass-production of reliable Level 2+ to Level 3 and Level 4 consumer car programs where imaging and perception radars are required, is expected in 2026-2030 are being decided in 2025-2026.
OEMs design their future models and vehicles several years in advance and often then freeze the design in order to produce and deliver the vehicles on time. Therefore, designs for mass-production of reliable Level 3 to Level 4 consumer car programs where imaging and perception radars are required, is expected in 2028-2030 are being decided in 2026-2027.
We will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information.
We are also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information.
We are considered a Tier-2 automotive supplier because we sell our product to Tier-1 companies that then integrate our product into the overall system supplied to the OEMs.
In this market, we are considered a Tier-2 automotive supplier because we sell our product to Tier-1 companies that then integrate our product into the overall system supplied to the OEMs.
While the role of automotive radars in the traditional perception paradigm was limited to “legacy ADAS features”, such as Adaptive Cruise Control (ACC) and Automatic Emergency Braking (AEB), the introduction of our imaging radar with its a high channel count delivers an order of magnitude better native resolution than existing radar solutions profoundly changes this paradigm, making the radar a key player in the overall driving solution including hands-free and eyes-off features.
While up to now, the role of automotive radars in the traditional perception paradigm was limited to “legacy ADAS features,” such as adaptive cruise control (ACC) and automatic emergency braking (AEB), the introduction of our imaging radar with its a high channel count delivers an order of magnitude better resolution than existing radar solutions which, we believe, profoundly changes this paradigm, making the radar a key player in the overall driving solution including hands-free and eyes-off features.
Strategic Agreements Our business strategy is based primarily on cooperation with Tier 1 automotive manufacturers to integrate our radar chipset into the radar systems manufactured by the Tier 1 manufacturers, which will ultimately be sold by the Tier 1 manufacturers to the OEMs.
Strategic Relationships Our business strategy was based primarily on cooperation with Tier 1 automotive manufacturers to integrate our radar chipset into the radar systems manufactured by the Tier 1 manufacturers, which will ultimately be sold by the Tier 1 manufacturers to the OEMs.
We have applied for patent protection in several jurisdictions including Israel, United States, Europe, Japan and China and have been granted patents in both Israel, the United States and the PRC. Unpatented trade secrets are also an important aspect of our business.
We have applied for patent protection in several jurisdictions including Israel, United States, Europe, Japan and China and have been granted patents in all of the above countries. Unpatented trade secrets are also an important aspect of our business.
Our radar chipset solution is designed to integrate into the radar systems of next-generation ADAS in autonomous vehicles of all levels of autonomous driving, thanks in part to its ability to accurately scan an increased range of detection (of 350 meters) in a wide field of view, while optimizing costs and power-consumption, without its functionality being impaired by interference from other radar systems in the environment.
Our radar chipset solution is designed to integrate into the radar systems of next-generation systems as well as in ADAS in autonomous vehicles of all levels of autonomous driving, thanks in part to its ability to accurately create and image at an increased range of detection (of 300 meters) in a wide field of view, while optimizing costs and power-consumption, without its functionality being impaired by interference from other radar systems in the environment.
We do not have any material tangible fixed assets. We do not own any real estate. We rent offices from third parties, extending over an area of approximately 2,000 square meters located in 105 and 107 HaHashmonaim Street in Tel Aviv. We pay monthly rent of approximately $46,400.
We do not have any material tangible fixed assets. We do not own any real estate. We rent offices from third parties, extending over an area of approximately 2,109 square meters located in 105 and 107 HaHashmonaim Street in Tel Aviv. We pay monthly rent of approximately $48,500.
Our principal operating expenses are research and development expenses, which were approximately $35.1 million, $34.1 million and $36.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Our research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software.
Our principal operating expenses are research and development expenses, which were approximately $34.8 million, $35.1 million and $34.1million for the years ended December 31, 2025, 2024 and 2023, respectively. Our research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software.
In Israel, for instance, in 2015, the government approved the Ministry of Transport’s plan to provide a financial incentive for private vehicle owners to install lifesaving safety systems, and to establish that buses and trucks would be required to install a system for identifying pedestrians as a condition for renewing the vehicle’s license. Source: Yole, Driving Radar Resolution, February 2023.
In Israel, for instance, in 2015, the government approved the Ministry of Transport’s plan to provide a financial incentive for private vehicle owners to install lifesaving safety systems, and to establish that buses and trucks would be required to install a system for identifying pedestrians as a condition for renewing the vehicle’s license.
Additionally, alongside these potential customers, there is a large target market for traffic monitoring, robotized vehicles and transportation applications such as last-mile delivery robots, robot taxis and shuttles, heavy machinery, trucks, construction, busses and trains.
Additionally, alongside these potential customers, there is a large target markets for defense and homeland security application, traffic monitoring, robotized vehicles and transportation applications such as last-mile delivery robots, robot taxis and shuttles, heavy machinery, trucks, construction, busses and trains.
Once drone technology was developed, we decided to change the focus of our strategy and research and development to the field of chips for radar systems for automotive industry. Our research and development activities are conducted in Israel. We have received Israel Innovation Authority (“IIA”) grant approval for certain approved programs.
Once drone fleet industry did not develop, we decided to change the focus of our strategy and research and development to the field of chips for radar systems for automotive industry. Our research and development activities are conducted in Israel. We have received Israel Innovation Authority (“IIA”) grant approval for certain approved programs.
Twenty-two patents, covering thirteen different inventions, have been granted in the United States, Israel and China, with patents generally having a term of 20 years from their filing date.
Twenty-seven patents, covering fifteen different inventions, have been granted in the United States, Europe, Israel, Japan, and China, with patents generally having a term of 20 years from their filing date.
No matter the speed, elevation, range, or surrounding weather and lighting conditions, Phoenix differentiates true threats from false alarms to provide a safe road ahead for drivers, pedestrians and other vulnerable road users.
No matter the speed, elevation, range, or surrounding weather and lighting conditions, Phoenix differentiates true threats from false alarms to provide a safe road ahead for drivers, pedestrians and other vulnerable road users. We believe it is the industry’s first perception radar.
We believe that our imaging radar is essential for Level 2+ and higher levels of autonomy. We provide long-range high resolution in 4D - the distance, the angular measurement of objects, both horizontally and vertically, and their relative speed. This is designed to enable the vehicle to determine the exact location and shape of objects.
We believe that our imaging radar is essential for Level 2+ and higher levels of autonomy. 41 We provide long-range high resolution in 4D - the distance, the angular measurement of objects, both horizontally and vertically, and their relative speed.
U.S. federal regulations, however, remain largely permissive of deployments of higher levels of safe and responsible autonomous functionality. In 2015, NHTSA announced a plan to update the criteria for 5-star safety ratings, to encourage automakers to use technology to prevent traffic accidents.
U.S. federal regulations, however, remain largely permissive of deployments of higher levels of safe and responsible autonomous functionality, although the proposed Safe Drive Act, which is discussed below, may impose federal requirements. 55 In 2015, NHTSA announced a plan to update the criteria for 5-star safety ratings, to encourage automakers to use technology to prevent traffic accidents.
We will continue to advance our commitment to ESG practices across our operations, as well as monitor the development of regulatory requirements. Regulations The automotive industry is subject to high standards of safety and quality.
During 2025, we identified some ESG topics relevant across all company activities. We will continue to advance our commitment to ESG practices across our operations, as well as monitor the development of regulatory requirements. Regulations The automotive industry is subject to high standards of safety and quality.
Continental ARS 540 The Continental system is based on four Texas Instrument 3Rx * 4Tx chips, cascaded to achieve a 16*12 array, as well as the Xilinx FPGA (field-programmable gate array) board, and not a radar processor on a chip like our solution.
However, we believe that this software solution is not applicable to autonomy level beyond level 2. 54 Continental ARS 540 The Continental system is based on four Texas Instrument 3Rx * 4Tx chips, cascaded to achieve a 16*12 array, as well as the Xilinx FPGA (field-programmable gate array) board, and not a radar processor on a chip like our solution.
We rely on GlobalFoundries for manufacturing our products. 41 Based on our advanced technology, our radar chipset solution is capable of sensing the vehicle environment, at long ranges and with a wide field of view, at a rate of up to 30 frames per second, allowing it to generate a reliable ultra-high-definition image, under all weather and lighting conditions, with great precision, while minimizing the likelihood of false alarms.
For the automotive markets, our advanced technology allows our radar chipset solution to sense the environment, at long ranges and with a wide field of view, at a rate of up to 30 frames per second, allowing it to generate a reliable ultra-high-definition image, under all weather and lighting conditions, with great precision, while minimizing the likelihood of false alarms.
Vehicle components are required to have a high functional safety grade. Achieving compliance with functional safety standards is a time-consuming and labor-intensive process that requires significant cooperation with automotive grade industry participants, such as Tier-1 suppliers and automobile manufacturers.
Vehicle components are required to have a high functional safety grade. Achieving compliance with functional safety standards is a time-consuming and labor-intensive process that requires significant cooperation with automotive grade industry participants, such as Tier-1 suppliers and automobile manufacturers. Since 2018, we have worked closely with leading Tier-1 suppliers to develop a radar solution that meets these rigorous requirements.
It is possible that restrictions at the state level in the U.S. will further ease or be removed as the data and experience supporting the safety of autonomous functionality continues to grow, but we cannot predict when or whether that might happen. However, we believe such hurdles will be removed as state regulators gain better experience with the technology.
It is possible that restrictions at the state level in the U.S. will further ease or be removed as the data and experience supporting the safety of autonomous functionality continues to grow, but we cannot predict when or whether that might happen or will be superseded by federal laws and regulations.
According to MarketsandMarkets, 2 the automotive radar market is expected to experience significant growth, from $6.6B today to $33B by 2030, registering a CAGR of 31.1% IDTechEx Research 3 suggests that this growth will be driven by both increasing adoption of side radars for features like blind spot detection in Level 1 and 2 vehicles, as well as the growing demand for more sophisticated radar systems in Level 2+, 3, and 4 autonomous vehicles.
In fact, Transparency Market Research indicates that the sensor fusion market is expected to expand from $3.9M in 2023 to $4B by 2034, advancing at a CAGR of 23.7%, and advanced radar detailed enough to support sensor fusion will likely continue to play a core role. 47 According to MarketsandMarkets, 2 the automotive radar market is expected to experience significant growth, from $6.6B today to $33B by 2030, registering a CAGR of 31.1% IDTechEx Research 3 suggests that this growth will be driven by both increasing adoption of side radars for features like blind spot detection in Level 1 and 2 vehicles, as well as the growing demand for more sophisticated radar systems in Level 2+, 3, and 4 autonomous vehicles.
Our solution was also selected to provide perception radars for autonomous trucks and automated guided vehicles, known as AGVs, across ports in China. Our solution is constantly evaluated in field trials, including day and night performance, in variable weather and lighting conditions.
These selection dates reflect a delay from the earlier target of 2024. Our solution was also selected to provide perception radars for autonomous trucks (“robotrucks”) and automated guided vehicles, known as AGVs, across ports in Chine. Our solution is constantly evaluated in field trials, including day and night performance, in variable weather and lighting conditions.
Notably, in October 2024, ISS recognized GlobalFoundries with a 'Prime' rating for its corporate ESG performance. We believe in the importance of promoting and adopting practices that support ESG implementation within our activities. During 2024, we identified significant ESG topics relevant across all company activities.
Our product manufacturer is GlobalFoundries, a company that we believe values, supports and leads best ESG practices. Notably, in October 2024, ISS recognized GlobalFoundries with a ‘Prime’ rating for its corporate ESG performance. We believe in the importance of promoting and adopting practices that support ESG implementation within our activities.
As of the date of this annual report, we are working with four Tier-1s – Magna, Hirain, Weifu and Sensrad – which are currently developing a total of seven different radar products based on our chipset.
As of the date of this annual report, we are working with Tier-1s which are currently developing radar products based on our chipset.
We believe that our existing infrastructure positions us well to capitalize on regulatory changes pertaining to required installation of active traffic accident prevention systems in general, and radar systems in particular, which is expected to increase the demand for the technology and products that we are developing. 2 https://www.electronicproducts.com/automotive-radar-and-lidar-sensors-one-masterpiece-and-another-in-the-making/# 3 https://www.electricvehiclesresearch.com/articles/32433/three-key-takeaways-from-idtechexs-new-automotive-radar-market-report3 47 ● Expand Product Applications.
We believe that our existing infrastructure positions us well to capitalize on regulatory changes pertaining to required installation of active traffic accident prevention systems in general, and radar systems in particular, which is expected to increase the demand for the technology and products that we are developing. 2 https://www.electronicproducts.com/automotive-radar-and-lidar-sensors-one-masterpiece-and-another-in-the-making/# 3 https://www.electricvehiclesresearch.com/articles/32433/three-key-takeaways-from-idtechexs-new-automotive-radar-market-report3 49 Sales and Marketing In light of the ability of technological systems to reduce the risk of traffic accidents, authorities, organizations and governments around the world have established regulations that require the installation of ADAS in certain vehicles and operation of autonomous driving features.
Department of Transportation’s National Highway Traffic Safety Administration (NHTSA) has officially established a Federal Motor Vehicle Safety Standard mandating the inclusion of automatic emergency braking (AEB), encompassing pedestrian AEB, as a default feature in all passenger cars and light trucks by September 2029. This safety measure is poised to notably diminish rear-end collisions and incidents involving pedestrians.
For instance, in 2024 the U.S. Department of Transportation’s National Highway Traffic Safety Administration (NHTSA) has officially established a Federal Motor Vehicle Safety Standard mandating the inclusion of automatic emergency braking (AEB), encompassing pedestrian AEB, as a default feature in all passenger cars and light trucks by September 2029.
The European New Car Assessment Program, otherwise referred to as NCAP, rates vehicles by safety features. The rating system has been successful at influencing consumers to make vehicle purchases based on how high the NCAP rating is, making safety a priority for consumers.
The rating system has been successful at influencing consumers to make vehicle purchases based on how high the NCAP rating is, making safety a priority for consumers.
We believe that our chipset solves some of the challenges faced by current-generation radar systems, by providing a system that enables: ● Increased resolution and improved capability to differentiate between adjacent objects; ● Enhanced detection of stationary objects; ● Generation of a high-resolution radar image of all the objects in the scene; ● Compliance with the European NCAP and the NHTSA standards for installation in Level 2 and higher autonomous vehicles; ● Reduction of false alarms; ● Ability to process the huge volumes of data generated when imaging the environment in four dimensions, at high update rate in real-time; ● Reducing mutual interference between radars that operate in the environment simultaneously; ● Reduced energy consumption; and ● Maintain competitive retail radar costs. 42 We believe our technology is the first to create a high-fidelity, high-resolution radar image, that facilitates tracking, and SLAM and real-time decision-making.
The system maintains efficacy under conditions of low signal-to-noise ratio (“SNR”) and in multi-object scenarios (conditions under which alternative technologies struggle to provide effective solutions) - both in respect of false positives (error category I) and false negatives (error category II). 43 We believe that our chipset solves some of the challenges faced by current-generation radar systems, by providing a system that enables: ● Increased resolution and improved capability to differentiate between adjacent objects; ● Enhanced detection of stationary objects; ● Generation of a high-resolution radar image of all the objects in the scene; ● Compliance with the current European NCAP, the US NHTSA, and the Chinese SAMR standards for installation in Level 2 and higher autonomous vehicles; ● Reduction of false alarms; ● Ability to process the huge volumes of data generated when imaging the environment in four dimensions, at high update rate in real-time; ● Reducing mutual interference between radars that operate in the environment simultaneously; ● Reduced energy consumption; and ● Maintain competitive retail radar costs.
Recognizing the different levels of innovation and autonomy and the need to standardize the approaches across the spectrum of possibilities for the sake of safety, the Society of Automotive Engineers (SAE) has developed and defined six levels of automation for autonomous vehicles: Level 0 through Level 5. These levels have been adopted by the U.S. Department of Transportation.
The number of radar sensors is a function of the autonomy level of the vehicle. 44 Recognizing the different levels of innovation and autonomy and the need to standardize the approaches across the spectrum of possibilities for the sake of safety, the Society of Automotive Engineers (SAE) has developed and defined six levels of automation for autonomous vehicles: Level 0 through Level 5.
Since 2018, we have worked closely with leading Tier-1 suppliers such as Magna, Hirain and Weifu, to develop a radar solution that meets these rigorous requirements. This process has included continuous and extensive product-safety auditing. As a result of our close work with these Tier 1 automotive suppliers, we have developed rigorous safety and quality expertise.
This process has included continuous and extensive product-safety auditing. As a result of our close work with these Tier 1 automotive suppliers, we have developed rigorous safety and quality expertise.
(“GlobalFoundries”) for the manufacture of our semiconductor products, as well as other services, including pre-production, quality assurance, assembly, testing and supply-chain management. The initial term of the agreement is five years. The agreement includes customary terms for semiconductor manufacturing agreements, such as product recalls, warranty and business continuity. We depend on GlobalFoundries to manufacture our semiconductor products.
The initial term of the agreement is five years. The agreement includes customary terms for semiconductor manufacturing agreements, such as product recalls, warranty and business continuity. We depend on GlobalFoundries to manufacture our semiconductor products. This agreement helps us secure the production of our semiconductor products and GlobalFoundries is committed to supply our binding forecasts.
Information contained on, or that can be accessed through, our website or any other website is expressly not incorporated by reference into and is not a part of this annual report. 40 B.
Information contained on, or that can be accessed through, our website or any other website is expressly not incorporated by reference into and is not a part of this annual report. B. Business Overview We are a provider of imaging radar solutions, and we are leading a radar revolution, bringing uncompromised imaging capabilities to various markets.
Compliance with these rules may include the need to obtain permits and licenses and to allow inspections of our facilities and products. Overall, the autonomous vehicles regulatory landscape is still evolving rapidly.
Compliance with these rules may include the need to obtain permits and licenses and to allow inspections of our facilities and products. Overall, the autonomous vehicles regulatory landscape is still evolving rapidly. We may become subject to additional regulatory schemes and requirements as the development of federal, state and foreign legal frameworks around autonomous vehicles continues to develop and change.
Level 2 — Partial Automation: A vehicle that includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. For example: A system capable of detecting lanes and driving independently (cruise control) but alerts the driver to emergencies (driver involvement is required to operate the steering wheel and brakes).
For example: A system capable of detecting lanes and driving independently (cruise control) but alerts the driver to emergencies (driver involvement is required to operate the steering wheel and brakes).
This agreement helps us secure the production of our semiconductor products and GlobalFoundries is committed to supply our binding forecasts. We leverage GlobalFoundries capabilities as a silicon manufacturer and for chipset supply chain management in turn-key work model to better secure production capacity to meet our customers’ fulfillment and quality and reliability automotive requirements.
We leverage GlobalFoundries’ capabilities as a silicon manufacturer and for chipset supply chain management in turn-key work model to better secure production capacity to meet our customers’ fulfillment and quality and reliability automotive requirements. GlobalFoundries is also executing the AEC-Q100 qualification process of our chipsets which is scheduled to be completed in 2026.
We are subject to the information requirements of the Exchange Act and will file annual and other reports, including this annual report, and other information with the SEC. You can read our SEC filings, over the Internet at the SEC’s website at www.sec.gov. These documents, and other information concerning us, is available on our website at https://arberobotics.com/.
You can read our SEC filings, over the Internet at the SEC’s website at www.sec.gov. These documents, and other information concerning us, is also available on our website at https://arberobotics.com/.
As part of our spirit, we strengthen diversity and equality through equal pay and affirmative action towards recruiting and advancing qualified women. We conduct our business activities based on a firm commitment to ethical values and corporate governance best practices. Our policy is to follow leading ESG principles in relation to our supply chain, including, evaluating, and engaging responsible suppliers.
As part of our community involvement, we encourage our employees to participate in in volunteering initiatives in the local community. As part of our spirit, we strengthen diversity and equality through equal pay and affirmative action towards recruiting and advancing qualified women. We conduct our business activities based on a firm commitment to ethical values and corporate governance best practices.
We may become subject to additional regulatory schemes and requirements as the development of federal, state and foreign legal frameworks around autonomous vehicles continues to develop and change. 55 In recent years, governments, authorities and organizations around the world have sought to tackle the problem of traffic accidents, through, among other methods, regulation and legislation that encourage, and even require, installation of ADAS in vehicles.
In recent years, governments, authorities and organizations around the world have sought to tackle the problem of traffic accidents, through, among other methods, regulation and legislation that encourage, and even require, installation of ADAS in vehicles.
In addition, our dedicated radar processor chip, which was designed specifically for the automotive industry sets it apart from competition, providing not only fast time to market, but more importantly the ability to reduce power consumption, and overall solution cost.
In addition, our dedicated radar processor chip, which was designed specifically for the automotive industry sets it apart from competition, providing not only fast time to market, but more importantly the ability to reduce power consumption, and overall solution cost. 53 The following chart compares the performance of radar chipset, to our chipset: Texas Instruments and NXP offer a radar transceiver of 4Rx * 4Tx, and recently started sampling 8Rx * 8Tx chips capable of scaling up to 24Rx * 24Tx.
This approach will also lead to a denser point cloud, which in turn would allow more advanced signal processing. However, we believe that this software solution is not applicable to autonomy level beyond level 2.
This approach will also lead to a denser point cloud, which in turn would allow more advanced signal processing.
Despite our exemption due to our foreign private issuer status, we nevertheless currently expect to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K. 39 Our Status as an Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
Despite our exemption due to our foreign private issuer status, we nevertheless currently expect to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K.
As a Tier 2 supplier, we supply imaging radar chipset to Tier 1 manufacturers who are building imaging radar systems and to OEMs. We believe that the following strengths differentiate us and will enable us to successfully compete and maintain our leadership position in our target markets. ● Technology.
We believe that the following strengths differentiate us and will enable us to successfully compete and maintain our leadership position in our target markets. ● Technology.
The offices serve for both our R&D activities and our corporate headquarters. 56 ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable
The offices serve both for our R&D activities and our corporate headquarters, in addition to a workshop we rent for the use of our test vehicle experiments and storage. ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable
These levels are: Level 0 — No Automation: A vehicle that is fully controlled by a driver. Level 1 — Driver Assistance: A vehicle controlled by the driver, featuring minimal autonomous control components, designed to assist the driver. For example: a button that when pressed, keeps the vehicle at a constant speed, parking assistance or staying inside a lane.
These levels have been adopted by the U.S. Department of Transportation. These levels are: Level 0 — No Automation: A vehicle that is fully controlled by a driver. Level 1 — Driver Assistance: A vehicle controlled by the driver, featuring minimal autonomous control components, designed to assist the driver.
For example, it could determine whether a stationary object in front of a vehicle is a manhole cover you can drive over or a guardrail you need to avoid. Our 4D imaging radar is the world’s first radar to separate, track and identify objects in any weather or lighting condition using a 2K virtual channel array.
This is designed to enable the system that uses our imaging radars to determine the exact location and shape of objects. For example, it could determine whether a stationary object in front of a vehicle is a manhole cover you can drive over or a guardrail you need to avoid.
Our suppliers must operate in compliance with all applicable national and international laws and regulations, as well as implementing the principles of the Responsible Business Alliance (RBA) Code of Conduct. We are working with GlobalFoundries, a company that we believe values, supports and leads best ESG practices.
Our policy is to follow leading ESG principles in relation to our supply chain, including, evaluating, and engaging responsible suppliers. Our suppliers must operate in compliance with all applicable national and international laws and regulations, as well as implementing the principles of the Responsible Business Alliance (RBA) Code of Conduct.
We are taking marketing steps intended to position us as a leading company in research and development of chip technology for next-generation imaging radar systems in autonomous vehicles.
We are taking marketing steps intended to position us as a leading company in research and development of chip technology for next-generation imaging radar systems in autonomous vehicles. We are increasing our focus on verticals beyond private automotive as we see meaningful demand for high-resolution radar in mission-critical use cases where perception must remain reliable in harsh, complex conditions.
We leverage a variety of channels to reach prospects which include organic and paid social media activity, joint events, webinars and media and analyst relations. 48 As part of our marketing program, our radar solution is available on the open NVIDIA platform.
We leverage a variety of channels to reach prospects which include organic and paid social media activity, joint events, webinars and media and analyst relations. Our radar solution is part of the NVIDIA automotive ecosystem, where it is being combined with NVIDIA accelerated computing to enable advanced AI-based perception for next-generation vehicles.
The platform may have ambiguity issues increasing the false alarm rate as well as filtering out real detection. Environmental, Social and Governance (ESG) As an auto-tech company, we have developed what we believe is a revolutionary radar that will enable truly safe driver-assist systems that can save lives on the road.
Environmental, Social and Governance (ESG) As an auto-tech company, we have developed what we believe is a revolutionary radar that will enable truly safe driver-assist systems that can save lives on the road. Our mission is to strengthen and enhance the safety of vehicle users and others in the industry who can apply the technology to their service.
The agreement with Hirain included, inter alia, a commitment by Hirain to pay us for chipset costs, support in development, system design and documentation. During the fourth quarter of 2022, Hirain issued a preliminary order for 340,000 radar chipsets in order to secure capacity for its anticipated production ramp-up.
During the fourth quarter of 2022, Hirain issued a preliminary order for 340,000 radar chipsets in order to secure capacity for its anticipated production ramp-up. Hirain has issued a binding purchase order for thousands of chipsets to be shipped in 2026 to support the initial ramp to production.
Notably, the social element in ESG is reflected in the essence of our product as we created a system that assists with the prevention of injuries and fatalities while driving. As part of our community involvement. we encourage our employees to participate in in volunteering initiatives in the local community.
Our Environmental, Social and Governance (ESG) practices are guided by our social mission of saving lives and securing people’s safety on the road. Notably, the social element in ESG is reflected in the essence of our product as we created a system that assists with the prevention of injuries and fatalities while driving.
In 2024 NHTSA officially established a Federal Motor Vehicle Safety Standard mandating the inclusion of AEB, encompassing pedestrian AEB, as a default feature in all passenger cars and light trucks by September 2029. Foreign markets such as China and the EU also continue to develop their respective standards to define deployment requirements for higher levels of autonomy.
In 2024 NHTSA officially established a Federal Motor Vehicle Safety Standard mandating the inclusion of AEB, encompassing pedestrian AEB, as a default feature in all passenger cars and light trucks by September 2029. In February 2026, the Self Drive Act was introduced in the U.S.
We are a Tier-2 semiconductor company, developing advanced radar technology and solutions – multi-channel Radio Frequency Integrated Circuit (RF IC) for transmission and reception and a dedicated radar processing IC that includes specialized Radar Processing Unit (‘RPU’) and additional general-purpose processing/control cores. We do not have our own manufacturing facilities.
However, while our system can identify the object, the vehicle’s computer systems determine how the vehicle will respond to this information provided by our system. 42 In the private automobile market, we operate as a Tier-2 semiconductor company, developing advanced radar technology and solutions – multi-channel Radio Frequency Integrated Circuit (RF IC) for transmission and reception and a dedicated radar processing IC that includes specialized Radar Processing Unit (‘RPU’) and additional general-purpose processing/control cores.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Investing Activities During the year ended December 31, 2024, cash provided by investing activities was approximately $4.0 million, which was primarily from cash provided by short-term deposits consist of approximately $4.6 million and purchase from cash used to equipment and leasehold improvements of approximately $0.6.
During the year ended December 31, 2024, cash provided by investing activities was approximately $4.0 million, which was primarily from cash provided by short-term deposits consist of approximately $4.6 million and purchase from cash used to equipment and leasehold improvements of approximately $0.6.
Financing Activities During the year ended December 31, 2024, cash provided by financing activities was approximately $13.5 million, consisting primarily of proceeds from issuance of ordinary shares of approximately $13.8 million, exercise of options of approximately $0.2 million and payment of $0.5 million of issuance costs related to our convertible bonds.
During the year ended December 31, 2024, cash provided by financing activities was approximately $13.5 million, consisting primarily of proceeds from issuance of ordinary shares of approximately $13.8 million, exercise of options of approximately $0.2 million and payment of $0.5 million of issuance costs related to our convertible bonds.
Additional delays in the autonomy programs of the OEMs to which we provide our chipset, currently or in the future, could adversely affect our ability to meet our revenue targets and achieve profitability in the time frame we anticipate. 58 Since OEMs rely on Tier-1 automotive suppliers for components such as radar-based product, if a leading Tier1 supplier goes into production with an imaging radar that is based on our chips the chances of an OEM basing its radar on our technology is likely to increase.
Additional delays in the autonomy programs of the OEMs to which we provide our chipset, currently or in the future, could adversely affect our ability to meet our revenue targets and achieve profitability in the time frame we anticipate. 59 Since OEMs rely on Tier-1 automotive suppliers for components such as radar-based product, if a leading Tier1 supplier goes into production with an imaging radar that is based on our chips the chances of an OEM basing its radar on our technology is likely to increase.
Although we believe that widespread adoption of 4D imaging radar across applications for safety and autonomy is approaching and that we are well-positioned in both automotive and non-automotive markets to take advantage of this opportunity, mass production passenger vehicles OEMs are just beginning to develop level 2+ and autonomous systems that will rely on incorporating imaging radar technology.
Although we believe that widespread adoption of 4D imaging radar across applications for safety and autonomy is approaching and that we are well-positioned in both automotive and non-automotive markets to take advantage of this opportunity, mass production passenger vehicles OEMs are just beginning to develop level 3 and autonomous systems that will rely on incorporating imaging radar technology.
The primary factors affecting operating cash flows during 2024 were the net loss of approximately $49.3 million, reduced by non-cash charges of approximately $16.5 million consisting of $15.7 million of share-based compensation, depreciation of approximately $0.6 million and revaluation of warrant liability and bond-related expenses of approximately $0.2 million. Additionally, our working capital has increased by approximately $0.3 million.
The primary factors affecting operating cash flows during 2024 were the net loss of approximately $49.3 million, reduced by non-cash charges of approximately $16.5 million consisting of $15.7 million of share-based compensation, depreciation of approximately $0.6 million, revaluation of warrant liability and bond-related expenses of approximately $0.2 million, and finance income of approximately $0.3 million Additionally, our working capital has increased by approximately $0.3 million.
Market Trends and Uncertainties We estimate the total addressable market for Advanced Drive Assistance Systems, known as ADAS, and autonomous driving technology, will grow to approximately $65.1 billion or more in 2030 7 and we believe that this growth will result in a demand for our imaging radar chips.
Market Trends and Uncertainties We estimate the total addressable market for Advanced Drive Assistance Systems, known as ADAS, and autonomous driving technology, will grow to approximately $65.1 billion or more in 2030 5 and we believe that this growth will result in a demand for our imaging radar chips.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 and notes to those statements included elsewhere in this annual report.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 and notes to those statements included elsewhere in this annual report.
Our costs and revenue can be impacted by the conditions described in the ‘Overview under Market Trends and Uncertainties’ as well as the factors described in Risk Factors, which would affect our requirement for additional funding. We also expect to continue to incur losses before we receive sufficient revenues to offset our expenses.
Our costs and revenue can be impacted by the conditions described in the ‘Overview under Market Trends and Uncertainties as well as the factors described in Risk Factors, which would affect our requirement for additional funding. We also expect to continue to incur losses before we receive sufficient revenues to offset our expenses.
The increase of $0.7 million in 2024 was related to the increase in share-based compensation, the provision of doubtful debt and to a lesser extent increase in labor, those were partially offset by savings in our directors and officers’ (D&O) insurance premium.
The increase of $0.7 million in 2024 compared to 2023 was related to the increase in share-based compensation, the provision of doubtful debt and to a lesser extent increase in labor, those were partially offset by savings in our directors and officers’ (D&O) insurance premium.
We cannot provide any assurance regarding how any such regulations will impact us and the extent of such impact, particularly if autonomous driving is prohibited in certain areas. 7 https://www.marketsandmarkets.com/Market-Reports/driver-assistance-systems-market-1201.html 60 Reliance on Supplier Since we rely on GlobalFoundries for our manufacturing, to the extent that any of the factors described above affect GlobalFoundries, including its ability to obtain the semiconductors necessary for our product, our ability to deliver any products that are ordered from us will be impaired, which may impact our ability to obtain orders for our products.
We cannot provide any assurance regarding how any such regulations will impact us and the extent of such impact, particularly if autonomous driving is prohibited in certain areas. 5 https://www.marketsandmarkets.com/Market-Reports/driver-assistance-systems-market-1201.html 62 Reliance on Supplier Since we rely on GlobalFoundries for our manufacturing, to the extent that any of the factors described above affect GlobalFoundries, including its ability to obtain the semiconductors necessary for our product, our ability to deliver any products that are ordered from us will be impaired, which may impact our ability to obtain orders for our products.
ADAS and Autonomous Driving Regulation Demand for our solutions is influenced by the impact of regulation and the ratings systems deployed by the various NCAPs, particularly the Euro NCAP and the U.S. NCAP, administered by the National Highway Traffic Safety Administration.
ADAS and Autonomous Driving Regulation Demand for our solutions is influenced by the impact of regulation and the ratings systems deployed by the various NCAPs, particularly the Euro NCAP ,the U.S. NCAP and the Chinese SAMR, administered by the National Highway Traffic Safety Administration.
We expect that the fixed cost components (most notably labor cost) will also drive margin improvement upon revenue increase due to leveraging economy of scale notwithstanding increased labor costs. Cost of revenue for 2024 was approximately $1.6 million, resulting in a gross loss of approximately $0.8 million.
We expect that the fixed cost components (most notably labor cost) will also drive margin improvement upon revenue increase due to leveraging economy of scale notwithstanding increased labor costs. Cost of revenue for 2025 was approximately $1.8 million, resulting in a gross loss of approximately $0.8 million.
Although we believe that our balance sheet is strong, following the funds raised in November 2024 and January 2025, in the event that we need additional funding in anticipation of our proposed production ramp up in 2025, we will consider seeking to raise funds through the sale of equity securities or convertible debt.
Although we believe that our balance sheet is strong, following the funds raised in January 2026 and during 2025, in the event that we need additional funding in anticipation of our proposed production ramp up in 2026, we will consider seeking to raise funds through the sale of equity securities or convertible debt.
Personnel-related expenses consist of salaries, benefits, foreign exchange rate impact and employee share-based compensation. General and administrative expenses, which were approximately $8.3 million in 2024, approximately $7.6 million in 2023 and approximately $8.6 million in 2022.
Personnel-related expenses consist of salaries, benefits, foreign exchange rate impact and employee share-based compensation. General and administrative expenses, which were approximately $7.5 million in 2025, $8.3 million in 2024 and approximately $7.6 million in 2023.
In addition, the United States has imposed export restrictions on advanced chips, including artificial intelligence chips, which may affect both the ability of our supplier, Global Foundries, to obtain chips and the price of chips.
In addition, the United States has imposed export restrictions on advanced chips, including artificial intelligence chips, which may affect both the ability of our supplier, GlobalFoundries, to obtain chips and the price of chips.
Our immediate market focus is on passenger and commercial vehicle safety on highways and ADAS applications. We see significant potential to improve standard ADAS and crash avoidance systems. The growing demand for ADAS is primarily driven by increasingly stringent safety regulations and consumer preferences in China, Europe, and North America. We are well-positioned to capitalize on this demand.
Our immediate market focus is on passenger and commercial vehicle safety on highways and ADAS applications. We see significant potential to improve standard ADAS and crash avoidance systems. The growing demand for ADAS is primarily driven by increasingly stringent safety regulations and consumer preferences in China, Europe, and North America.
Our losses will be driven by: ● Expanding production capabilities to bring our chipset to automotive grade production; ● expanding our design, development, installation and servicing capabilities; . ● delays by automobile manufacturers in making final decisions relating to the next generation of automobiles requiring ADAS features and the introduction of advanced driver assisted capabilities as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of advanced driver assistance systems; ● significant investment in research and development; ● increase our sales and marketing activities and develop our distribution infrastructure; and ● increase our general and administrative expenses to support the growth and public company infrastructure.
Our losses will be driven by: ● Expanding production capabilities to bring our chipset to automotive grade production; ● expanding our design, development, installation and servicing capabilities; . ● delays by automobile manufacturers in making final decisions relating to the next generation of automobiles requiring ADAS features and the introduction of advanced driver assisted capabilities as well as autonomous vehicles (AV), as a result of broader economic shifts that we believe are leading to short-term delays in the automobile manufacturers roll-out of advanced driver assistance systems; ● significant investment in research and development; Introduction of the radar system to new markets and customers which require investments in sales, marketing, support, operations and development ● increase our sales and marketing activities and develop our distribution infrastructure; and ● increase our general and administrative expenses to support the growth and public company infrastructure.
We expect that our sales and marketing expenses will increase in absolute dollars over time as we hire additional sales and marketing personnel to support our customers, Tier-1 supplier relationships, and OEM relationships, as we will also increase our marketing activities and penetration and grow our domestic and international footprint.
Labor cost related expenses consist of salaries and benefits. We expect that our sales and marketing expenses will increase in absolute dollars over time as we hire additional sales and marketing personnel to support our customers, Tier-1 supplier relationships, and OEM relationships, as we will also increase our marketing activities and penetration and grow our domestic and international footprint.
We believe that we have multiple levers for sustained growth and market opportunities beyond the automotive industry, focusing on attractive, high-growth, and profitable markets. Specifically, we are targeting passenger cars, commercial trucks and robotaxi fleets. Each of these represents a significant global opportunity, historically underserved or completely unaddressed by existing technologies.
We believe that we have multiple levers for sustained growth and market opportunities beyond the automotive industry, focusing on attractive, high-growth, and profitable markets. Specifically, we are targeting passenger cars, robotaxi, robotrucks, off highway vehicles and defense and homeland security. Each of these represents a significant global opportunity, historically underserved or completely unaddressed by existing technologies.
Our radar system is being evaluated by eleven of the top-15 global automakers by sales, reflecting the significant commercial interest in perception and imaging radars. We anticipate that these automakers will make their decisions with respect to their radar technology commencing in 2025 and 2026.
Our radar system is constantly evaluated in field trials by the top-15 global automakers by sales, reflecting the significant commercial interest in perception and imaging radars. We anticipate that these automakers will make their decisions with respect to their radar technology commencing in 2026 and 2027.
Operating Expenses Research and Development Expenses Our research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software. 62 Research and development expenses include: ● Personnel-related expenses, including salaries, benefits, and share-based compensation expense for personnel in research and engineering functions; ● Expenses related to materials, software licenses, supplies and third-party services; ● Prototype expenses; ● Operation costs related to develop manufacturing processes; ● Allocated portion of facility and IT costs and depreciation; and ● Participation grants received from the Israel Innovation Authority (“IIA”) and the European Union “Ecsel” program (Electronic Components and Systems for European Leadership), which reduced our research and development expense in 2024, 2023 and 2022.
Research and development expenses include: ● Personnel-related expenses, including salaries, benefits, and share-based compensation expense for personnel in research and engineering functions; ● Expenses related to materials, software licenses, supplies and third-party services; ● Prototype expenses; ● Operation costs related to develop manufacturing processes; ● Allocated portion of facility and IT costs and depreciation; and ● Participation grants received from the Israel Innovation Authority (“IIA”) and the European Union “Ecsel” program (Electronic Components and Systems for European Leadership), which reduced our research and development expense in 2024, 2023 and 2022.
Our financial expenses also include exchange rates revaluations, interest income from bank deposits, bonds related expenses and bank fees. Financial income, net of $0.3 million in 2024, was primarily related to bank deposit interest, and to a lesser extent, warrants revaluation income partially offset by bond financing expenses and to a lesser extent unfavorable foreign exchange rate revaluations.
Financial income, net of $0.3 million in 2024, was primarily related to bank deposit interest, and to a lesser extent, warrants revaluation income partially offset by bond financing expenses and to a lesser extent unfavorable foreign exchange rate revaluations.
As a global leader in radar technology, we enable safe roads today while paving the way to full autonomy for passenger cars, autonomous trucks, delivery robots, robotaxies and commercial vehicles, and we empower a wide array of safety applications with advanced sensing and paradigm-changing perception. Founded in 2015 by Chief Executive Officer Kobi Marenko, Chief Technology Officer Dr.
As a global leader in radar technology, we enable safe roads today while paving the way to full autonomy for passenger cars, autonomous trucks, delivery robots, robotaxis and commercial vehicles, and we empower a wide array of safety applications with advanced sensing and paradigm-changing perception.
As additional regulations are implemented around the world, we expect this to lead to increased global adoption of ADAS, and we believe that we are well positioned to benefit from these increasing safety regulations globally, particularly due to the verifiable nature of our current and future solutions.
As additional regulations are implemented around the world, we expect this to lead to increased global adoption of ADAS, and we believe that we are well positioned to benefit from these increasing safety regulations globally, particularly due to the verifiable nature of our current and future solutions. In February 2026, the Self Drive Act was introduced in the U.S.
Our principal operating expenses is research and development, which was approximately $35.1 million in 2024, $34.1 million in 2023 and $36.7 million in 2022.
Our principal operating expenses is research and development, which was approximately $34.8 million in 2025, $35.1 million in 2024 and $34.1 million in 2023.
Correspondingly, we have established relationships with four Tier-1 suppliers who are building production radars based on our chipset - Magna, Hirain, Weifu and Sensrad.
Correspondingly, we have established relationships with Tier-1 suppliers who are building production radars based on our chipset.
The bonds, the Pre-Funded warrants, the Tranche A Warrants and the Tranche B Warrants are described in Item 12. The form of these securities is filed as an exhibit to this annual report, and the descriptions in this annual report are qualified in their entireties by the terms of the securities. Selected Balance Sheet Information (dollars in thousands).
The form of these securities is filed as an exhibit to this annual report, and the descriptions in this annual report are qualified in their entireties by the terms of the securities. Selected Balance Sheet Information (dollars in thousands).
Sales and marketing expenses were approximately $5.4 million in 2024 compared to $5.2 million in 2023 and $4.6 million in 2022. The increase of $0.2 million in 2024 was primarily attributed to an increase in workforce and to an increase in share-based compensation expenses.
The increase of $0.2 million in 2024 compared to 2023 was primarily attributed to an increase in workforce and to an increase in share-based compensation expenses.
Cash Flow Summary The following table summarizes our cash flows for the years ended December 31, 2024, 2023 and 2022 (in thousands): Years Ended December 31, 2024 2023 2022 Net cash used in operating activities $ (32,502 ) $ (33,513 ) $ (40,362 ) Net cash provided by (used in) investing activities 3,987 (15,251 ) (1,318 ) Net cash provided by (used in) financing activities 13,533 23,199 (4,941 ) Net decrease in cash and cash equivalents and restricted cash (15,240 ) (25,612 ) (45,432 ) 65 Operating Activities During the year ended December 31, 2024, operating activities used approximately $32.5 million in cash.
Cash Flow Summary The following table summarizes our cash flows for the years ended December 31, 2025, 2024 and 2023 (in thousands): Years Ended December 31, 2025 2024 2023 Net cash used in operating activities $ (38,124 ) $ (32,502 ) $ (33,513 ) Net cash provided by (used in) investing activities (24,671 ) 3,987 (15,251 ) Net cash provided by financing activities 53,429 13,533 23,199 Net decrease in cash and cash equivalents and restricted cash (9,366 ) (15,240 ) (25,612 ) 66 Operating Activities During the year ended December 31, 2025, operating activities used approximately $38.1 million in cash.
The increase of $1.0 million in 2024 compared to 2023 was mainly due to an increase in share-based compensation expenses and an increase in our work force and subcontractors costs, partially offset by the reduction in material costs expenses associated with our advancement toward production ramp up.
The decrease of $0.3 million in 2025 compared to 2024 was mainly due to a decrease in shared-based compensation expenses partially offset by an increase due to unfavorable foreign exchange impact, by increase in material cost and to a lesser extent by merit-based salary increases The increase of $1.0 million in 2024 compared to 2023 was mainly due to an increase in share-based compensation expenses and an increase in our work force and subcontractors costs, partially offset by the reduction in material costs expenses associated with our advancement toward production ramp up.
Cost of revenue for 2023 was approximately $1.5 million, resulting in a gross loss of approximately $0.04 million. Cost of revenue for 2022 was approximately $1.3 million, resulting in a gross profit of approximately $2.2 million.
Cost of revenue for 2024 was approximately $1.6 million, resulting in a gross loss of approximately $0.8 million. Cost of revenue for 2023 was approximately $1.5 million, resulting in a gross loss of approximately $0.04 million.
Increases (decreases) in the assumptions result in a directionally similar impact to the fair value of the option award. 67 Warrant liabilities Warrants recorded as liabilities are recorded at their fair value and remeasured on each reporting date with changes in estimated fair value of ordinary share warrant liability in the consolidated statement of operations.
Warrant liabilities Warrants recorded as liabilities are recorded at their fair value and remeasured on each reporting date with changes in estimated fair value of ordinary share warrant liability in the consolidated statement of operations.
We are in advanced negotiations with an additional Tier-1 supplier that we believe can widen coverage of the market. 6 Yole Group, Driving Radar Resolution, September 2023. 57 Key Factors Affecting our Operating Results We believe that our future performance and success depends to a substantial extent on the following factors, each of which is in turn subject to significant risks and challenges, including those discussed below and in the section of this annual report in Item 3 under “Risk Factors.” In our industry, staying ahead hinges on delivering cutting-edge technology at competitive prices.
Key Factors Affecting our Operating Results We believe that our future performance and success depend to a substantial extent on the following factors, each of which is in turn subject to significant risks and challenges, including those discussed below and in the section of this annual report in Item 3 under “Risk Factors.” In our industry, staying ahead hinges on delivering cutting-edge technology at competitive prices.
In November 2024, we sold, in an underwritten public offering, an aggregate of (i) 4,293,957 ordinary shares, (ii) Pre-Funded Warrants to purchase an aggregate of 3,956,043 ordinary shares (which were issued in lieu of ordinary shares), (iii) Tranche A Warrants to purchase up to an aggregate of 8,250,000 ordinary shares, and (iv) Tranche B Warrants to purchase an aggregate of 8,250,000 ordinary shares, although the holders of Tranche B Warrants may elect to receive Pre-Funded Warrants in lieu of an equal number of ordinary shares. 64 Each ordinary share or Pre-Funded Warrant, as applicable, was sold together with one Tranche A Warrant to purchase one ordinary share and one Tranche B warrant to purchase one ordinary share.
We will use our available funds to make any necessary payments to the trustee. 65 In November 2024, we sold, in an underwritten public offering, an aggregate of (i) 4,293,957 ordinary shares, (ii) Pre-Funded Warrants to purchase an aggregate of 3,956,043 ordinary shares (which were issued in lieu of ordinary shares), (iii) Tranche A Warrants to purchase up to an aggregate of 8,250,000 ordinary shares, and (iv) Tranche B Warrants to purchase an aggregate of 8,250,000 ordinary shares, although the holders of Tranche B Warrants may elect to receive Pre-Funded Warrants in lieu of an equal number of ordinary shares.
During the year ended December 31, 2022, operating activities used approximately $40.4 million in cash.
During the year ended December 31, 2024, operating activities used approximately $32.5 million in cash.
During the year ended December 31, 2022, cash used in investing activities was approximately $1.3 million, which was primarily from cash used to purchase equipment and leasehold improvements of approximately $0.9 million and a short-term deposit of approximately $0.4 million.
Investing Activities During the year ended December 31, 2025, cash provided by investing activities was approximately $24.7 million, which was primarily from cash provided by short-term deposits consist of approximately $24.4 million and purchase from cash used to equipment and leasehold improvements of approximately $0.3.
Results of Operations Years Ended December 31, 2024, 2023 and 2022 Year Ended December 31, (dollars in thousands) 2024 2023 2022 Revenues $ 768 $ 1,470 $ 3,517 Cost of Revenues 1,553 1,508 1,283 Gross Profit (Loss) (785 ) (38 ) 2,234 Operating Expenses: Research and Development 35,091 34,082 36,731 Sales and Marketing 5,430 5,194 4,621 General and Administrative 8,347 7,571 8,613 Total Operating Expenses 48,868 46,847 49,965 Operating Loss $ (49,653 ) $ (46,885 ) $ (47,731 ) Financial (Income), net (336 ) (3,385 ) (7,237 ) Net Loss $ (49,317 ) $ (43,500 ) $ (40,494 ) Basic loss per share attributable to ordinary shareholders $ (0.61 ) $ (0.60 ) $ (0.64 ) Weighted-average number of ordinary shares used in computing basic loss per share ordinary share 80,949,032 72,021,520 63,489,983 Diluted loss per share attributable to ordinary shareholders $ (0.61 ) $ (0.61 ) $ (0.66 ) Weighted-average number of ordinary shares used in computing diluted loss per ordinary share \ 80,949,032 72,053,372 63,629,206 61 Revenue The following table sets forth our revenue for the years ended December 31, 2024, 2023 and 2022 by geographic region (dollars in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by Geography: China $ 254 33.1 % $ 639 43.5 % $ 1,476 42.0 % Hong Kong - - 266 18.1 % - - Sweden 224 29.2 % 247 16.8 % 1,276 36.3 % USA 220 28.6 % 148 10.1 % 135 3.8 % Germany 20 2.6 % 81 5.5 % 284 8.1 % Israel 50 6.5 % 50 3.4 % 25 0.7 % Italy - - - - 124 3.5 % Switzerland - - - - 197 5.6 % Other - - 39 2.6 % - - Total revenue $ 768 100 % $ 1,470 100 % 3,517 100 % The reduction in revenue in 2024 compared to 2023 was driven by lower samples unit sold, as we progress toward production, and by the reduction in professional services sales.
Results of Operations Years Ended December 31, 2025, 2024 and 2023 Year Ended December 31, (dollars in thousands) 2025 2024 2023 Revenues $ 1,026 $ 768 $ 1,470 Cost of Revenues 1,828 1,553 1,508 Gross Loss (802 ) (785 ) (38 ) Operating Expenses: Research and Development 34,820 35,091 34,082 Sales and Marketing 5,039 5,430 5,194 General and Administrative 7,544 8,347 7,571 Total Operating Expenses 47,403 48,868 46,847 Operating Loss $ (48,205 ) $ (49,653 ) $ (46,885 ) Financial (Income), net (1,784 ) (336 ) (3,385 ) Net Loss $ (46,421 ) $ (49,317 ) $ (43,500 ) Basic loss per share attributable to ordinary shareholders $ (0.42 ) $ (0.61 ) $ (0.60 ) Weighted-average number of ordinary shares used in computing basic loss per share ordinary share 111,382,369 80,949,032 72,021,520 Diluted loss per share attributable to ordinary shareholders $ (0.42 ) $ (0.61 ) $ (0.61 ) Weighted-average number of ordinary shares used in computing diluted loss per ordinary share \ 111,382,369 80,949,032 72,053,372 Revenue The following table sets forth our revenue for the years ended December 31, 2025, 2024 and 2023 by geographic region (dollars in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by Geography: China $ 6 0.6 % $ 254 33.1 % $ 639 43.5 % Hong Kong 16 1.5 % - - % 266 18.1 % Sweden 747 72.8 % 224 29.2 % 247 16.8 % USA 204 19.9 % 220 28.6 % 148 10.1 % Germany - - 20 2.6 % 81 5.5 % Israel 53 5.2 % 50 6.5 % 50 3.4 % Other - - - - 39 2.6 % Total revenue $ 1,026 100 % $ 768 100 % 1,470 100 % The increase in revenue in 2025 compared to 2024 was primarily driven by sales of chipsets mainly to non-automotive applications.
The negative gross margin in 2023 primarily resulted from reduced revenue and fixed costs.
The negative gross margin in 2024 primarily resulted from low level of revenue and the increase in our labor cost. The negative gross margin in 2023 primarily resulted from reduced revenue and fixed costs.
During the year ended December 31, 2023, cash provided by financing activities was approximately $23.2 million, consisting primarily of proceeds from issuance of ordinary shares of approximately $22.5 million and exercise of options of approximately $0.7 million.
Financing Activities During the year ended December 31, 2025, cash provided by financing activities was approximately $53.4 million, consisting primarily of proceeds from issuance of ordinary shares of approximately $30.8 million, proceeds from conversion of convertible debentures of $21.7 million, exercise of options and warrants of approximately $0.9 million.
The primary factors affecting operating cash flows during this period were net loss of approximately $40.5 million, impacted by non-cash charges of approximately $1.5 million consisting of $8.1 million revaluations of warrants, share-based compensation of approximately $9.1 million as well as depreciation of approximately $0.5 million. Additionally, our working capital has decreased by approximately $1.4 million.
The primary factors affecting operating cash flows during 2025 were the net loss of approximately $46.4 million, reduced by non-cash charges of approximately $8.3 million consisting of $9.8 million of share-based compensation, depreciation of approximately $0.5 million, and finance income of approximately $5.3 million. Additionally, our working capital has increased by approximately $3.2 million.
However, while increasing automotive performance requirements may generate higher demand, our success depends on our ability to anticipate and adapt quickly to evolving regulatory standards and industry requirements. Ultimately, market acceptance of active safety technology is influenced by numerous factors. Adverse economic conditions may also result in a higher rate of losses on future accounts receivables due to credit defaults.
We believe that we are well-positioned to capitalize on this demand. However, while increasing automotive performance requirements may generate higher demand, our success depends on our ability to anticipate and adapt quickly to evolving regulatory standards and industry requirements. Ultimately, market acceptance of active safety technology is influenced by numerous factors.
December 31. 2024 2023 Current assets $ 57,631 $ 47,436 Working capital 21,225 41,225 Accumulated deficit (252,957 ) (203,640 ) Shareholders’ equity 22,496 42,093 As of December 31, 2024, we had cash and cash equivalents totaling $13.5 million and short term bank deposits totaling $10.8 million. We use our funds primarily for our operating activities.
December 31. 2025 2024 Current assets $ 71,779 $ 57,631 Working capital 38,863 21,225 Accumulated deficit (299,378 ) (252,957 ) Shareholders’ equity 39,569 22,496 As of December 31, 2025, we had cash and cash equivalents totaling $4.3 million and short term bank deposits totaling $40.7 million. We use our funds primarily for our operating activities.
Revenue for the ADAS/AD radar industry is expected to have an estimated total addressable market opportunity of approximately $13.5 billion in 2028 6 . Our model to capture this opportunity is to work directly with top established Tier 1 automotive suppliers in order to power their next generation radars.
According to Yole Group, the automotive radar market is projected to reach approximately $13.5 billion by 2028 4 . Our model to capture this opportunity is to work directly with top established Tier 1 automotive suppliers in order to power their next generation radars.
Gross Margin Gross margin for 2024 was negative margin of 102.2% compared to 2.6% negative gross margin in 2023 and to 63.5% positive gross margin in 2022. The negative gross margin in 2024 primarily resulted from low level of revenue and the increase in our labor cost.
Gross Margin Gross margin for 2025 was negative margin of 78.2% compared to a negative gross margin of 102.2% in 2024, and to 2.6% negative gross margin in 2023. The negative gross margin in 2025 primarily resulted from low revenue levels relative to fixed operating cost.
The increase of $0.6 million in 2023 was primarily attributed to an increase in employee share-based compensation, partially offset by favorable foreign exchange rate impact. 63 General and Administrative Expenses General and administrative expenses consist of personnel-related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including insurance, legal, audit, accounting services and other costs related to our status as a publicly traded company as well as expenses for facilities, depreciation, and travel.
General and Administrative Expenses General and administrative expenses consist of personnel-related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including insurance, legal, audit, accounting services and other costs related to our status as a publicly traded company as well as expenses for facilities, depreciation, and travel.
As a result, a downturn in the worldwide economy could have a material adverse effect on our business, results of operations, and/or financial condition. War with Hamas, Terrorism and Related Conflicts On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets.
War with Iran, Lebanon, Hamas, Terrorism and Related Conflicts On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets.
Share-Based Compensation We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. We elected to recognize share-based compensation costs on a straight-line method for awards. Forfeitures are accounted for as they occur.
We elected to recognize share-based compensation costs on a straight-line method for awards. Forfeitures are accounted for as they occur. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The application of the Black-Scholes model utilizes significant assumptions, including volatility.
Cost of Revenue Cost of revenue includes the manufacturing cost of radar sensors and chipsets, which primarily consists of components cost, assembly costs and personnel-related costs directly associated with our customer support personnel and an allocated portion of facility, IT costs and depreciation.
The reduction in revenue in 2024 compared to 2023 was driven by lower samples unit sold, as we progress toward production, and by the reduction in professional services sales. 63 Cost of Revenue Cost of revenue includes the manufacturing cost of radar sensors and chipsets, which primarily consists of components cost, assembly costs and personnel-related costs directly associated with our customer support personnel and an allocated portion of facility, IT costs and depreciation.
During January 2025, we raised gross proceeds of approximately $33.1 million in a public offering of sale of 10,332,031 ordinary shares at a price to the pubic of $3.20 per share. The aggregate net proceeds received by us from the offering were approximately $30.9 million net of underwriting discounts and other offering costs.
During January 2025, 118,134 Tranche A Warrants and 118,134 Tranche B Warrants were exercised into 236,268 ordinary shares in consideration for gross proceeds of $0.49 million. During January 2025, we raised gross proceeds of approximately $33.1 million in a public offering of sale of 10,332,031 ordinary shares at a price to the pubic of $3.20 per share.
Although there is a ceasefire with Lebanon, we cannot predict when or whether the ceasefire will end. As a result of these hostilities, call-up of significant portion of Israel’s working population, including some of our employees, and the effect of any potential boycott both of Israeli products and business and of stocks in Israeli companies may affect our business.
As a result of these hostilities, missiles and drones are fired at Israel, including Tel Aviv, on a daily basis, there is a call-up of Israel’s working population, including some of our employees, and the effect of any potential boycott both of Israeli products and business and of stocks in Israeli companies may affect our business.
Radars based on our chipset can help develop such features and make them available on private vehicles at a high level of safety and affordability.
Nevertheless, we see a clear trend of adopting partial autonomous driving features, operated in specific scenarios, under specific conditions, and at different levels of supervision. Radars based on our chipset can help develop such features and make them available on private vehicles at a high level of safety and affordability.
To date, our operations and financial results have not been affected in any material affect, and we are constantly considering and taking different measures to address this conflict risks. 59 Potential Effects of Tariffs Threatened Tariffs and Export Restrictions The president of the United States has stressed the importance of tariffs.
To date, our operations and financial results have not been affected in any material effect, and we are constantly considering and taking different measures to address these conflict risks.
Due to the limited history of trading of our Ordinary Shares, we determined expected volatility based on a peer group of publicly traded companies.
Significant judgment is required in determining the expected volatility of our ordinary share. Due to the limited history of trading of our Ordinary Shares, we determined expected volatility based on a peer group of publicly traded companies. Increases (decreases) in the assumptions result in a directionally similar impact to the fair value of the option award.
We also have a preliminary order from Weifu, a high-technology group, a prominent Tier 1 supplier in the Chinese automotive market, for a $11.6 million. Because of the preliminary nature of the orders, they are not included in our backlog. In order to achieve profitability, we need to generate orders and binding commitments from our current evaluation projects.
Because of the preliminary nature of the order, it is not included in our backlog. In order to achieve profitability, we need to generate orders and binding commitments from our current evaluation projects.
In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in sufficient revenues, which would further increase our losses.
In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in sufficient revenues, which would further increase our losses. During December 2025, we completed a private placement of $15.7 million, through a follow-on offering as an expansion of our existing outstanding Series A Convertible Bonds.
Research and development expenses in 2025 will include mainly activities relating to product enhancement, pre-production costs and new products as well as the development of the next generation radar system.
Research and development expenses in 2026 will include mainly activities relating to product enhancement and new products as well as the development of the next generation radar system. 64 Sales and Marketing Expenses Marketing expenses include the cost of sales commissions, marketing programs, trade shows, consulting services, promotional materials, demonstration equipment and an allocated portion of facility, IT costs and depreciation.
Financial income, net of $3.4 million in 2023, was primarily related to deposit interest, favorable foreign exchange rate revaluations and to a lesser extent, warrants revaluation income. Financial expenses, net of $7.2 million in 2022, was primarily related to revaluations of warrants issued to shareholders partially offset by loan interest and exchange rate impact.
Financial income, net of $3.4 million in 2023, was primarily related to deposit interest, favorable foreign exchange rate revaluations and to a lesser extent, warrants revaluation income. Liquidity and Capital Resources In June 2024, we issued convertible bonds in the principal amount of NIS 110 million (approximately $30 million (on TASE.
Our actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.
We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity. 68 Share-Based Compensation We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards.
As a result, we believe that we could operate in some of those markets in parallel with the automotive market.
Our solution has the potential to be a primary sensor candidate for many autonomous and semi-autonomous applications and next generation perception platforms. As a result, we believe that we could operate in some of those markets in parallel with the automotive market.
Recent Accounting Pronouncements See Note 2 of Notes to Consolidated Financial Statements for information related to recent accounting pronouncements.
We will cease to be an emerging growth company with the year beginning January 1, 2027. Recent Accounting Pronouncements See Note 2 of Notes to Consolidated Financial Statements for information related to recent accounting pronouncements. 69
Fully autonomous vehicles are still nascent, and regulation of autonomous driving is evolving around the world on both the local and national levels. We anticipate that regulatory bodies will demand that AV functionality undergo certain validation and audit requirements before autonomous driving is permitted.
We anticipate that regulatory bodies will demand that AV functionality undergo certain validation and audit requirements before autonomous driving is permitted. The potential impact of regulatory requirements and initiatives on the timing for widespread adoption of fully or even partially autonomous driving and on the cost of developing and introducing autonomous driving solutions is uncertain.
During January 2025, we raised gross proceeds of $55.5 from an underwritten registered public offering ($33.1 million) and from the release from escrow of funds ($22.4 million) upon the conversion of a portion of our outstanding convertible bonds.
This amount is held in escrow under the series A Convertible Bonds. During January 2026, we raised gross proceeds of $18.5 from an underwritten registered public offering, at a share price of $1.4.
The net proceeds from the offering, after deducting underwriting discounts and other offering costs paid by us, was approximately $13.8 million. During January 2025, 118,134 Tranche A Warrants and 118,134 Tranche B Warrants were exercised into 236,268 ordinary shares in consideration for gross proceeds of $0.49 million.
Each ordinary share or Pre-Funded Warrant, as applicable, was sold together with one Tranche A Warrant to purchase one ordinary share and one Tranche B warrant to purchase one ordinary share. The net proceeds from the offering, after deducting underwriting discounts and other offering costs paid by us, was approximately $13.8 million.
During the year ended December 31, 2022, cash used in financing activities was approximately $4.9 million, consisting primarily of repayment of short-term loan of approximately $5.2 million, partially offset by issuance and exercise of options of approximately $0.3 million. 66 Funding Requirements We expect our 2025 expenses to be in line with or slightly greater than our 2024 level.
During the year ended December 31, 2023, cash provided by financing activities was approximately $23.2 million, consisting primarily of proceeds from issuance of ordinary shares of approximately $22.5 million and exercise of options of approximately $0.7 million. 67 Funding Requirements We expect our 2026 expenses to reduce compare to our 2025 level as we implemented cost-reduction measures, extending our financial runway and better aligning our workforce with strategic priorities.
The reduction of $2.6 million in 2023 compared to 2022 was mainly due to reduction in subcontractors cost and in cost of materials purchased, as we progress towards production items and to a lesser extent, the reduction related to favorable foreign exchange rate impact, partially offset by increase in share-based compensation to employees.
The decrease of $0.8 million in 2025 compared to 2024 was mainly related to a decrease in shared-based compensation expenses partially offset by increases in labor cost and unfavorable foreign exchange impact.
We also intend to target markets beyond mass production passenger vehicles, including vehicle applications like trucks, shuttles, automated ground delivery vehicles, and industrial verticals like industrial robots, security systems, ground protection, drones, traffic monitoring. Our solution has the potential to be a primary sensor candidate for many autonomous and semi-autonomous applications and next generation perception platforms.
We also intend to target markets beyond mass production passenger vehicles, including defense and homeland security application vehicle applications like traffic monitoring, robotized vehicles and transportation applications such as last-mile delivery robots, robot taxis and shuttles, heavy machinery, trucks, construction, busses and trains.
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Overview We are driving a radar revolution, utilizing an outstanding, truly safe, commercially viable, 4D imaging radar solution.
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We are driving a radar revolution, utilizing an outstanding, truly safe, commercially viable, 4D imaging radar solution. We are both chipset providers and solution providers for other markets, such as defense and homeland security, roboraxi, robotrucks, offhighway vehicles and a wide array of safety applications with next-generation sensing based on our proprietary chipset and perception algorithms.
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Noam Arkind, and former Chief Operations Officer Oz Fixman, our breakthrough technology has transformed radar as a sensor for ADAS (advanced driver assistance systems) and autonomous vehicles from the chip-level up, with technological breakthroughs across all core components. As a result, we have created what we believe is the leading imaging radar sensor.
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GlobalFoundries, our chip manufacturer responsible for chip production and supply chain management, has advised us that it will have the capacity necessary to meet our anticipated commitments for 2026 and 2027. 4 Yole Group, Driving Radar Resolution, September 2023. 58 We are expanding our focus beyond automotive OEMs into adjacent and what we believe are high-potential markets, including defense, robotaxi, robotruck, off-road ground vehicles, perimeter security, marine applications such as docking and safety alerts, traffic infrastructure, anti-drone systems, and other emerging sectors where high-resolution radar can provide meaningful value.
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Ours is the only radar capable of enhancing perception algorithm that also meets the demanding performance, safety, and cost requirements for Level 2+ through Level 5 autonomous vehicles. It bypasses the traditional limitations of legacy radar technology - low resolution, inability to sense stationary objects and high false alarm rate, to name a few.
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At the same time, we are increasing our focus on the Chinese automotive market, where we haves already demonstrated traction and where we believe market timing is more immediate. These initiatives are expected to begin contributing to revenue in 2026, along with our ongoing long-term efforts to deepen engagement with Western automotive OEMs.
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Integrating the advanced hardware with our custom AI stack enables support for advanced perception capabilities at mass market prices, with top performance in all environments, weather and lighting. Our 4D imaging radar, which we believe delivers an image100 times more detailed than any commercial radar on the market, sets a new standard for safety in the industry.
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We are aligning our roadmap and messaging around positioning HD imaging radar as the enabling sensor for safe Physical AI deployments reality: AI is only as capable as the sensing it receives, and sensor quality is the bottleneck for safe autonomy at scale.
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It is designed to enable accurate and reliable sensing in some of the most common and challenging autonomous vehicle use cases– providing free space mapping in a tunnel, detecting a tire on the road ahead in heavy rain, tracking pedestrians in the dark, and other demanding road scenarios.
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In parallel with our Tier 1 led production path, we are expanding direct engagement with OEM feature owners, perception teams, and driving stack providers to accelerate adoption of radar as an imaging-grade input for Physical AI.
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This is achieved by the development of a chipset with what we believe is the highest channel count in the industry, proprietary radar processing algorithms, and our industry-first radar-based perception applications. We believe our advanced semiconductors technology has made us one of the leading providers of radar systems for the world’s top OEMs.
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Adverse economic conditions may also result in a higher rate of losses on future accounts receivables due to credit defaults. As a result, a downturn in the worldwide economy could have a material adverse effect on our business, results of operations, and/or financial condition.
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With 138 employees, as of March 1, 2025 and with 22 patents granted in the United States, Israel and China covering thirteen different inventions, we have more than 40 evaluation projects and have been advised that we are on the short list with eleven OEMs, robotaxi, delivery robot, and autonomous truck projects.
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Although there is a ceasefire with Hamas, we cannot predict when or whether the ceasefire will end. In June 2025, Israel and the United States bombed Iran’s nuclear facilities, following which Iran filed missiles and drones against Israel most of which were intercepted.

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Item 6. [Reserved]

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

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Schwartz is an active investor and works closely with his investee companies helping on both strategy and finance related matters. Dr.
Dr. Schwartz is an active investor and works closely with his investee companies helping on both strategy and finance related matters. Dr.
Nominating and Governance Committee Our Nominating and Governance Committee is responsible, among other things, for: ● overseeing and assisting its board in reviewing and recommending nominees for election as directors, including determining whether a nominee for election as a director is an independent director; ● assessing the performance of the members of the board and the committees; and assessing the performance of the members of the board; and ● establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to the board a set of corporate governance guidelines applicable to us.
Nominating and Governance Committee Our Nominating and Governance Committee is responsible, among other things, for: ● overseeing and assisting its board in reviewing and recommending nominees for election as directors, including determining whether a nominee for election as a director is an independent director; ● assessing the performance of the members of the board and the committees; and assessing the performance of the members of ● establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to the board a set of corporate governance guidelines applicable to us.
In addition, pursuant to the Israeli Companies Law the Audit Committee is responsible for the following additional matters: ● recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor; ● reviewing with the general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; 85 ● identifying irregularities in the company’s business administration, including by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors; ● reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of our business and deciding whether to approve such acts and transactions if so required under the Israeli Companies Law; and ● establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
In addition, pursuant to the Israeli Companies Law the Audit Committee is responsible for the following additional matters: ● recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor; ● reviewing with the general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; ● identifying irregularities in the company’s business administration, including by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors; ● reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of our business and deciding whether to approve such acts and transactions if so required under the Israeli Companies Law; and ● establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
The Compensation Committee is also responsible for the following pursuant to the Israeli Companies Law: ● recommending to the board of directors with respect to the approval of the compensation policy for “Office Holders” (a term used under the Israeli Companies Law, which essentially means directors and executive officers, and also includes some officers who are not listed as Senior Management); ● Generally, once every three years, reviewing and approving any extensions to the Compensation Policy; ● reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation plan; ● resolving whether or not to approve arrangements with respect to the terms of office and employment of Office Holders; ● exempting, under certain circumstances, from the requirement of approval by the general meeting of shareholders, transactions with our chief executive officer; and, 86 The Compensation Committee shall have, with the assistance of management, the authority and responsibility to, either by itself or in coordination with the Audit Committee, make any determinations and take or authorize the taking of any action contemplated by our clawback policy.
The Compensation Committee is also responsible for the following pursuant to the Israeli Companies Law: ● recommending to the board of directors with respect to the approval of the compensation policy for “Office Holders” (a term used under the Israeli Companies Law, which essentially means directors and executive officers, and also includes some officers who are not listed as Senior Management); ● Generally, once every three years, reviewing and approving any extensions to the Compensation Policy; ● reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation plan; ● resolving whether or not to approve arrangements with respect to the terms of office and employment of Office Holders; ● exempting, under certain circumstances, from the requirement of approval by the general meeting of shareholders, transactions with our chief executive officer; and, The Compensation Committee shall have, with the assistance of management, the authority and responsibility to, either by itself or in coordination with the Audit Committee, make any determinations and take or authorize the taking of any action contemplated by our clawback policy.
In addition, our Compensation Committee, Board and the shareholders have approved, consistent with our Compensation Policy, the grant to our Non-Executive and Industry Expert Directors equity-based compensation, that generally vests over a period of three years with a quarterly vesting, for a term of ten years (subject to early expiration in the event of termination of services and as described in our 2021 Plan) as follows: Name of Director Shares Subject to Options Exercise Price Fully Vested Dr.
In addition, our Compensation Committee, Board and the shareholders have approved, consistent with our Compensation Policy, the grant to our Non-Executive and Industry Expert Directors equity-based compensation, that generally vests over a period of three years with a quarterly vesting, valid for a term of ten years (subject to early expiration in the event of termination of services and as described in our 2021 Plan) as follows: Name of Director Shares Subject to Options Exercise Price Fully Vested Dr.
Hacohen holds a BA in Management and Sociology from Tel Aviv University and an MBA from the Technion. Shay Naeh, Vice President Operations Mr. Naeh has served as our Vice President Operations since December 6, 2020. Mr. Naeh has over 23 years of experience in semiconductors design, program management, quality, and operations with automotive Tier 1s and OEMs.
Hacohen holds a BA in Management and Sociology from Tel Aviv University and an MBA from the Technion. 72 Shay Naeh, Vice President Operations Mr. Naeh has served as our Vice President Operations since December 6, 2020. Mr. Naeh has over 23 years of experience in semiconductors design, program management, quality, and operations with automotive Tier 1s and OEMs.
Notwithstanding the foregoing, in the event of a Merger/Sale the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate. 84 C. Board Practices Terms of Directors and Officers According to our Restated Articles, our directors are generally appointed by our shareholders.
Notwithstanding the foregoing, in the event of a Merger/Sale the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate. C. Board Practices Terms of Directors and Officers According to our Restated Articles, our directors are generally appointed by our shareholders.
His professional experience also includes roles in system engineering and R&D management. Mr. Machness holds a B.A in Computer Science from The Open University and an MBA Tel Aviv University. 71 Shlomit Hacohen, Chief Marketing Officer Ms. Hacohen has served as our Chief Marketing Officer since November 27, 2017. Ms.
His professional experience also includes roles in system engineering and R&D management. Mr. Machness holds a B.A in Computer Science from The Open University and an MBA Tel Aviv University. Shlomit Hacohen, Chief Marketing Officer Ms. Hacohen has served as our Chief Marketing Officer since November 27, 2017. Ms.
Options granted pursuant to the 2016 Plan are evidenced by (i) a resolution of our board of directors and/or a written option agreement with the optionee, in such form as the Administrator has from time to time approved and (ii) any all other documents required by us, whether before or after the grant of the options (including, without limitation, any customary documents and undertaking towards the trustee, if applicable, and/or the tax authorities. 81 Each option agreement states, among other matters, the number of shares to which the option relates, the type of option granted thereunder, the vesting dates, the exercise price per share, the expiration date and such other terms and conditions as the Administrator in its discretion may prescribe, provided that they are consistent with the 2016 Plan.
Options granted pursuant to the 2016 Plan are evidenced by (i) a resolution of our board of directors and/or a written option agreement with the optionee, in such form as the Administrator has from time to time approved and (ii) any all other documents required by us, whether before or after the grant of the options (including, without limitation, any customary documents and undertaking towards the trustee, if applicable, and/or the tax authorities. 82 Each option agreement states, among other matters, the number of shares to which the option relates, the type of option granted thereunder, the vesting dates, the exercise price per share, the expiration date and such other terms and conditions as the Administrator in its discretion may prescribe, provided that they are consistent with the 2016 Plan.
Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes specific relationships that would disqualify a director from being independent, including being an employee during the past three years. 72 The board of directors will assess on a regular basis, at least annually, which members are independent, and the Nomination and Corporate Governance Committee will assess the independence of each nominee for director as part of its duties in designating nominations for the board of director’s nominees.
Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes specific relationships that would disqualify a director from being independent, including being an employee during the past three years. 73 The board of directors will assess on a regular basis, at least annually, which members are independent, and the Nomination and Corporate Governance Committee will assess the independence of each nominee for director as part of its duties in designating nominations for the board of director’s nominees.
Any remaining ordinary shares reserved and available for issuance under the 2016 Plan have been assigned to be awarded under the 2021 Plan. 2021 Equity Incentive Plan On October 7, 2021, we adopted the 2021 Plan, under which we may grant equity-based incentive awards to attract, motivate and retain the talent for which it competes.
Any remaining ordinary shares reserved and available for issuance under the 2016 Plan have been assigned to be awarded under the 2021 Plan. 83 2021 Equity Incentive Plan On October 7, 2021, we adopted the 2021 Plan, under which we may grant equity-based incentive awards to attract, motivate and retain the talent for which it competes.
The executive officers named in Item 6.A are part of our executive officers for the purpose of the clawback policy. The clawback policy relates to incentive-based compensation, which is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.
The executive officers named in Item 6.A are part of our executive officers for the purpose of the clawback policy. 80 The clawback policy relates to incentive-based compensation, which is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.
In addition, our Compensation Policy enables our chief executive officer to approve immaterial changes in the terms of employment of an executive officer (provided that the changes of the terms of employment are consistent with our Compensation Policy) and allows us to exculpate, indemnify and insure its executive officers and directors subject to certain limitations as set forth therein. 73 Chief Executive Officer Under the Israeli Companies Law, the compensation of a public company’s chief executive officer is required to be approved by the compensation committee, the subsequent approval of its board of directors and, unless exempted under regulations promulgated under the Israeli Companies Law, the approval of its shareholders at a general meeting, by a vote of a Compensation Majority, whether or not consistent with the Compensation Policy.
In addition, our Compensation Policy enables our chief executive officer to approve immaterial changes in the terms of employment of an executive officer (provided that the changes of the terms of employment are consistent with our Compensation Policy) and allows us to exculpate, indemnify and insure its executive officers and directors subject to certain limitations as set forth therein. 74 Chief Executive Officer Under the Israeli Companies Law, the compensation of a public company’s chief executive officer is required to be approved by the compensation committee, the subsequent approval of its board of directors and, unless exempted under regulations promulgated under the Israeli Companies Law, the approval of its shareholders at a general meeting, by a vote of a Compensation Majority, whether or not consistent with the Compensation Policy.
The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement. 80 Our board of directors has approved the indemnification of Mr.
The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement. Our board of directors has approved the indemnification of Mr.
Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. 83 Awards.
Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. Awards.
Our officers are appointed by our Chief Executive Officer and serve according to the direction of the Chief Executive Officer and the Board. Committees of the Board of Directors The board of directors has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
Our officers are appointed by our Chief Executive Officer and serve according to the direction of the Chief Executive Officer and the Board. 85 Committees of the Board of Directors The board of directors has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
In order to calculate the caps set forth in the Compensation Policy, the determination of the fair market value of equity-based awards at the time of grant, are prorated into each vesting year of the award, according to acceptable valuation and accounting practices; so that, the cap will be applicable to the value of the award at each vesting year. 78 Cash bonuses .
In order to calculate the caps set forth in the Compensation Policy, the determination of the fair market value of equity-based awards at the time of grant, are prorated into each vesting year of the award, according to acceptable valuation and accounting practices; so that, the cap will be applicable to the value of the award at each vesting year. 79 Cash bonuses .
Under Israeli law, if, at the time of a director is appointed or elected all members of the board who are neither controlling shareholders nor their relatives are of the same gender, then the new director must be of the other gender. Since we have a female member of our board, we satisfy the diversity requirement under Israeli law.
Under Israeli law, if, at the time an external director is appointed or elected, all members of the board who are neither controlling shareholders nor their relatives are of the same gender, then the new external director must be of the other gender. Since we have a female member of our board, we satisfy the diversity requirement under Israeli law.
Dr. Schwartz is also a long time member of the Israeli chapter of the YPO. Dr. Schwartz earned a PhD in Finance from the University of Chicago; MBA with Distinction from the Wharton School at the University of Pennsylvania; MSc and BSc in Electrical Engineering from the University of Tel Aviv. 69 E. Scott Crist, Director Mr.
Dr. Schwartz is also a long time member of the Israeli chapter of the YPO. Dr. Schwartz earned a PhD in Finance from the University of Chicago; MBA with Distinction from the Wharton School at the University of Pennsylvania; MSc and BSc in Electrical Engineering from the University of Tel Aviv. 70 E. Scott Crist, Director Mr.
Under the Companies Law, if the chief executive officer (or any relative thereof, or subordinate employee) is nominated to serve as the chairperson of the board, such appointment shall be subject to a shareholder approval in a special disinterested majority vote. Our current chairperson of our board of directors is Mr.
Under the Companies Law, if the chief executive officer (or any relative thereof, or subordinate employee) is nominated to serve as the chairperson of the board, such appointment shall be subject to a shareholder approval in a special disinterested majority vote. Our current chairperson of our board of directors is Mr. Yair Shamir.
Under such rule, beneficial ownership includes any ordinary shares as to which the holder has sole or shared voting power or investment power and also any ordinary shares which the holder has the right to acquire within 60 days of March 1, 2025 through the exercise of any option, warrant, convertible security or other right.
Under such rule, beneficial ownership includes any ordinary shares as to which the holder has sole or shared voting power or investment power and also any ordinary shares which the holder has the right to acquire within 60 days of March 1, 2026 through the exercise of any option, warrant, convertible security or other right.
The amount of equity-based compensation does not represent the market value, nor does it represent the number of RSUs or options granted to our Covered Executives; rather it reflects the non-cash financial expenses amortized for such equity-based compensation in our financial statements for the year ended December 31, 2024.
The amount of equity-based compensation does not represent the market value, nor does it represent the number of RSUs or options granted to our Covered Executives; rather it reflects the non-cash financial expenses amortized for such equity-based compensation in our financial statements for the year ended December 31, 2025.
Eldar received her B.Sc. degree in physics and B.Sc. degree in Electrical Engineering from Tel-Aviv University, and her Ph.D. in electrical engineering and computer science from the Massachusetts Institute of Technology. 70 Senior Management Kobi Marenko , Chief Executive Officer, Co-Founder and Director Mr.
Eldar received her B.Sc. degree in physics and B.Sc. degree in Electrical Engineering from Tel-Aviv University, and her Ph.D. in electrical engineering and computer science from the Massachusetts Institute of Technology. 71 Senior Management Kobi Marenko , Chief Executive Officer, Co-Founder and Director Mr.
The charter of the Compensation Committee is available on our website. The members of the Compensation Committee are Dr. Boaz Schwartz, chairman, Mr. E. Scott Crist, and Mr. Yair Shamir. Each member of the Compensation Committee is an independent director under to the Nasdaq standards.
The charter of the Compensation Committee is available on our website. The members of the Compensation Committee are Dr. Boaz Schwartz, as chairman, Mr. E. Scott Crist and Mr. Yair Shamir. Each member of the Compensation Committee is an independent director under the Nasdaq standards.
For directors, equity-based compensation generally vests over a period of three years with a quarterly vesting. 74 Individual Compensation of Covered Executives The table below sets forth the compensation paid to our five most highly compensated ‘office holders’ (as defined by the Israeli Companies Law) during or with respect to the year ended December 31, 2024, and as recorded in the financial statements for such period.
For directors, equity-based compensation generally vests over a period of three years with a quarterly vesting. 75 Individual Compensation of Covered Executives The table below sets forth the compensation paid to our five most highly compensated ‘office holders’ (as defined by the Israeli Companies Law) during or with respect to the year ended December 31, 2025, and as recorded in the financial statements for such period.
Our board of directors has determined measurable performance objectives for our executive directors for the year 2024 under the Bonus Plan, but currently there is no eligibility for bonus under such plan. Equity-based compensation .
Our board of directors has determined measurable performance objectives for our executive directors for the year 2025 under the Bonus Plan, but currently there is no eligibility for bonus under such plan. Equity-based compensation .
These amounts include amounts set aside or accruals for pension, severance, retirement or similar benefits or expenses, in the amounts of approximately $309,000 and $274,000, for the years ended December 31, 2024 and 2023, respectively, but does not include reimbursement of business travel, relocation, professional and business association dues and expenses, and other benefit costs commonly reimbursed or paid by companies in Israel which are not treated as compensation.
These amounts include amounts set aside or accruals for pension, severance, retirement or similar benefits or expenses, in the amounts of approximately $351,000 and $309,000, for the years ended December 31, 2025 and 2024, respectively, but does not include reimbursement of business travel, relocation, professional and business association dues and expenses, and other benefit costs commonly reimbursed or paid by companies in Israel which are not treated as compensation.
Yair Shamir. 87 Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
Each of the Covered Executives was covered by our directors and officers liability insurance policy and was entitled to indemnification and exculpation in accordance with applicable law and our articles of association.
Each of the Covered Executives is covered by our directors and officers liability insurance policy and is entitled to indemnification and exculpation in accordance with applicable law and our articles of association.
Machness managed the business development, customer engagement and product marketing at Texas Instruments (Nasdaq: TXN), a Global American based technology company that designs and manufactures semiconductors. Prior to this experience, from 2003-2007, Mr.
Prior to joining us from 2007 to 2018, Mr. Machness managed the business development, customer engagement and product marketing at Texas Instruments (Nasdaq: TXN), a Global American based technology company that designs and manufactures semiconductors. Prior to this experience, from 2003-2007, Mr.
Aggregate Compensation of Executive Officers and Directors For the years ended December 31, 2024 and 2023, we paid an aggregate of $5.7 million and $5.0 million, respectively, in cash and benefits in-kind, including equity compensation, to or accrued on behalf of all of our directors and members of Senior Management for their services in all capacities during 2024 and 2023, and directors’ fees.
Aggregate Compensation of Executive Officers and Directors For the years ended December 31, 2025 and 2024, we paid an aggregate of $5.3 million and $5.7 million, respectively, in cash and benefits in-kind, including equity compensation, to or accrued on behalf of all of our directors and members of Senior Management for their services in all capacities during 2025 and 2024, and directors’ fees.
Crist, (ii) 340,000 ordinary shares held by Texas Ventures Mgmt, LLC (“Texas Ventures”), (iii) 2,303,031 ordinary shares issuable upon exercise of private warrants owned by Mr. Crist and (iv) 40,000 ordinary shares subject to options granted to Mr. Crist. Mr.
Crist, (ii) 340,000 ordinary shares held by Texas Ventures Mgmt, LLC (“Texas Ventures”), (iii) 2,303,031 ordinary shares issuable upon exercise of private warrants owned by Mr. Crist and (iv) 66,666 ordinary shares subject to options granted to Mr. Crist. Mr.
Schwartz has founded and managed Deutsche Bank Israel for 24 years and until December 2020. Following his retirement from Deutsche Bank, Dr. Schwartz became an active tech investor in both early and late-stage companies. He has a wide portfolio of investments in Fintech, Autotech and other technology related ventures. Dr.
Schwartz is a seasoned finance professional and a tech investor. Dr. Schwartz has founded and managed Deutsche Bank Israel for 24 years and until December 2020. Following his retirement from Deutsche Bank, Dr. Schwartz became an active tech investor in both early and late-stage companies. He has a wide portfolio of investments in Fintech, Autotech and other technology related ventures.
If such compensation arrangement is inconsistent with the company’s approved compensation policy, then shareholder approval by the vote of a Compensation Majority is also required.
If such compensation arrangement is inconsistent with the company’s stated compensation policy, then shareholder approval by the vote of a Compensation Majority is also required.
Schwartz is a senior advisor to Vitruvian Partners in Israel; a board member and chairman of the finance committee of IDC Herzliya — the only private university in Israel ;board member of iArgento Ltd — a traded venture capital fund; Covercy Ltd — a real estate investment management SaaS platform and Foretellix Ltd. - a verification and validation automation tool for autonomous vehicles; a board observer of Addionics Ltd. - an enabling battery technology for automotive industry and Trieye - a leading HD SWIR imaging and 3D camera developer; and the vice-Chairman of Zabar Solar Ltd. — a leading green energy developer and operator.
Schwartz is a senior advisor to Vitruvian Partners in Israel; a board member and chairman of the finance committee of IDC Herzliya — the only private university in Israel; Covercy Ltd — a real estate investment management SaaS platform and Foretellix Ltd. - a verification and validation automation tool for autonomous vehicles; a board observer of Addionics Ltd. - an enabling battery technology for automotive industry and Trieye - a leading HD SWIR imaging and 3D camera developer; and theChairman of Zabar Solar Ltd. - a leading green energy developer and operator.
Involvement in Certain Legal Proceedings No executive officer or director of ours has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 88 D.
External Directors See the section entitled “Election and Removal of Directors” in Item 10.B Family Relationships There is no family relationship among any of our directors or executive officers. 88 Involvement in Certain Legal Proceedings No executive officer or director of ours has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
In addition, we incurred $3,465,000 and $2,640,000 of share-based compensation expense related to equity awards made by us to our Senior Management and directors for the years ended December 31, 2024 and 2023, respectively.
In addition, we incurred $2,301,000 and $3,465,000 of share-based compensation expense related to equity awards made by us to our Senior Management and directors for the years ended December 31, 2025 and 2024, respectively.
Schwartz does not have any independent control of the Investment Committee and may only act with the vote of one or more of the other members of the Investment Committee. (8) Consists of (i) 964,182 ordinary shares owned by Mr.
The Investment Committee operates by majority, and Mr. Schwartz does not have any independent control of the Investment Committee and may only act with the vote of one or more of the other members of the Investment Committee. (7) Consists of (i) 964,182 ordinary shares owned by Mr.
(the “Alyeska Master Fund”), has voting and investment control of the shares held by Alyeska Master Fund. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska Master Fund.
Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (the “Alyeska Master Fund”), has voting and investment control of the shares held by Alyeska Master Fund. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr.
Based on this review, the board determined that Mr. Yair Shamir, Mr. Ehud Levy, Prof. Yonina Eldar, Dr. Boaz Schwartz, Mr. Thilo Koslowski, Mr. Alexander Hitzinger and Mr. Scott Crist are “independent directors” as defined by Nasdaq.
Based on this review, the board determined that Mr. Yair Shamir, Prof. Yonina Eldar, Dr. Boaz Schwartz, Mr. Thilo Koslowski, and Mr. E Scott Crist are “independent directors” as defined by Nasdaq.
Questions as to “materiality” will be made by the Compensation Committee in coordination with the Audit Committee. 79 The incentive-based compensation subject to recovery is the incentive-based compensation received during the three completed fiscal years immediately preceding the date that we are required to prepare an accounting restatement as described above, provided that the person served as an executive officer at any time during the performance period applicable to the incentive-based compensation in question provided that the clawback policy shall only apply if the incentive-based compensation is received while we have a class of securities listed on Nasdaq.
The incentive-based compensation subject to recovery is the incentive-based compensation received during the three completed fiscal years immediately preceding the date that we are required to prepare an accounting restatement as described above, provided that the person served as an executive officer at any time during the performance period applicable to the incentive-based compensation in question provided that the clawback policy shall only apply if the incentive-based compensation is received while we have a class of securities listed on Nasdaq.
(6) All other compensation represents mainly incidental monetary benefits. 75 Non-Employee Director Remuneration The current composition of our Board of Directors includes three directors who do not occupy executive positions with us (Mr. Shamir, Mr. Levy and Mr. Crist, hereinafter “ Non-Executive Directors ”), four directors who we consider to be industry experts (Dr. Schwartz, Mr. Koslowski, Mr.
(6) All other compensation represents mainly incidental monetary benefits. 76 Non-Executive Director Remuneration The current composition of our Board of Directors includes six out of eight directors who do not occupy executive positions with us (Mr. Shamir, and Mr. Crist, hereinafter “ Non-Executive Directors ”), four of whom we consider to be industry experts (Dr. Schwartz, Mr. Koslowski, Mr.
The charter of the Audit Committee is available on our website. The members of the Audit Committee are Dr. Boaz Schwartz, Mr. Ehud Levy and Mr. Thilo Koslowski. Each member is an independent director and “financially literate” under the Nasdaq rules, and Dr.
The charter of the Audit Committee is available on our website. 86 The members of the Audit Committee are Dr. Boaz Schwartz, Mr. E. Scott Crist and Mr. Thilo Koslowski. Each member is an independent director and “financially literate” under the Nasdaq rules, and Dr.
Our Compensation Policy, which became effective immediately after the consummation of the Merger, is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk management tool.
Our Compensation Policy, which became effective immediately after the initial listing of the Company’s shares at Nasdaq (through the consummation of the merger with ITAC), is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk management tool.
We have also entered into indemnification agreements with each of our Office Holders . Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
Koslowski is a board member, observer and investor in international startups. In addition, as part of Mr. Koslowski’s years at Porsche Digital, he was the co-founder and board member of APX, Europe’s leading early-stage joint venture capital, backed by both Axel Springer and Porsche. Alexander Hitzinger, Director Mr. Hitzinger was appointed as a director on May 2, 2022. Mr.
Koslowski is a board member, observer and investor in international startups. In addition, as part of Mr. Koslowski’s years at Porsche Digital, he was the co-founder and board member of APX, Europe’s leading early-stage joint venture capital, backed by both Axel Springer and Porsche. Chris Van Dan Elzen, Director Mr.
Our board is classified into three classes as follows: ● Class I directors, who serve until the annual general meeting to be held in 2025. Mr. Ehud Levy, Dr. Noam Arkind and Mr. Alexander Hitzinger are our Class I directors. ● Class II directors, who serve until the annual general meeting in 2026. Dr. Boaz Schwartz, Thilo Koslowski and Prof.
Our board is classified into three classes as follows: ● Class I directors, who serve until the annual general meeting to be held in 2028. Dr. Noam Arkind and Mr. Chris Van Dan Elzen are our Class I directors. ● Class II directors, who serve until the annual general meeting in 2026. Dr. Boaz Schwartz, Thilo Koslowski and Prof.
As of December 31, 2024, (i) options to purchase 2,266,173 ordinary shares, and (ii) 1,368,411 restricted stock units granted to our current Senior Management and directors were outstanding under our equity incentive plans at a weighted-average exercise price of $4.81 per share.
As of December 31, 2025, (i) options to purchase 2,586,172 ordinary shares, and (ii) 2,012,411 restricted stock units granted to our current Senior Management and directors were outstanding under our equity incentive plans at a weighted-average exercise price of $4.35 per share.
In the event of termination of a grantee’s employment or service with us or any of its affiliates due to such grantee’s death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator.
After such period, all such unexercised awards will terminate and the shares covered by such awards will again be available for issuance under the 2021 Plan. 84 In the event of termination of a grantee’s employment or service with us or any of its affiliates due to such grantee’s death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by request or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator.
Pinto-Flomenboim has more than 25 years of financial experience, having worked with multinational publicly traded companies. Prior to joining us, from 2019 to 2021, Ms.
Pinto-Flomenboim has served as our Chief Financial Officer since November 8, 2021. Ms. Pinto-Flomenboim has more than 25 years of financial experience, having worked with multinational publicly traded companies. Prior to joining us, from 2019 to 2021, Ms.
Accordingly, Mr. Schwarz may be deemed to have an indirect beneficial ownership interest with respect to the shares. Furthermore, Mr. Schwartz is one of three members of the Investment Committee of the Master Trust, which holds the Account. The Investment Committee operates by majority, and Mr.
Schwartz, alongside others, is an indirect beneficiary, and (ii) 134,922 ordinary shares subject to options. Accordingly, Mr. Schwarz may be deemed to have an indirect beneficial ownership interest with respect to the shares. Furthermore, Mr. Schwartz is one of three members of the Investment Committee of the Master Trust, which holds the Account.
The charter for the Nominating and Governance Committee is available on our website. The members of the Nominating and Governance Committee are Mr. Ehud Levy, chairman, Mr. Yair Shamir and Mr. Alexander Hitzinger. Each member of the Nominating and Governance Committee is independent under the Nasdaq standards.
The charter for the Nominating and Governance Committee is available on our website. 87 The members of the Nominating and Governance Committee are Mr. Yair Shamir, chairman, Mr. Boaz Schwartz and Prof. Yonina Eldar. Each member of the Nominating and Governance Committee is independent under the Nasdaq standards.
Boaz Schwartz 81,589 $ 8.00 October 2024 40,000 $ 2.873 August 2026 Mr. Thilo Koslowski 80,000 $ 8.00 March 2025 40,000 $ 2.873 August 2026 Mr. Alexander Hitzinger 80,000 $ 6.04 May 2025 40,000 $ 2.873 August 2026 Prof. Yonina Eldar 80,000 $ 2.074 November 2026 Mr. Yair Shamir 80,000 $ 2.873 August 2026 Mr.
Boaz Schwartz 81,589 $ 8.00 October 2024 40,000 $ 2.873 August 2026 120,000 $ 1.313 September 2028 Mr. Thilo Koslowski 80,000 $ 8.00 March 2025 40,000 $ 2.873 August 2026 120,000 $ 1.313 September 2028 Prof. Yonina Eldar 80,000 $ 2.074 November 2026 Mr. Yair Shamir 80,000 $ 2.873 August 2026 Mr. E.
Shamir may have therein, directly or indirectly. (7) Consist of: (i) 298,619 ordinary shares held by Geneva Insurance Group (Barbados) Inc. in respect of Separate Account 2020-418-VUL (the “Account”), which account is held for the benefit of a trust (the “Master Trust”), of which Mr. Schwartz, alongside others, is an indirect beneficiary, and (ii) 101,588 ordinary shares subject to options.
Shamir may have therein, directly or indirectly. 90 (6) Consist of: (i) 298,619 ordinary shares held by Geneva Insurance Group (Barbados) Inc. in respect of Separate Account 2020-418-VUL (the “Account”), which account is held for the benefit of a trust (the “Master Trust”), of which Mr.
Scott Crist 59 Director Thilo Koslowski Director Alexander Hitzinger 53 Director Yonina Eldar, PhD 52 Director Kobi Marenko 52 Chief Executive Officer and Director (co-founder) Noam Arkind, PhD 38 Chief Technology Officer and Director (co-founder) Karine Pinto-Flomenboim 47 Chief Financial Officer Ram Machness 52 Chief Business Officer Shlomit Hacohen 51 Chief Marketing Officer Shay Naeh 55 Vice President Operations Nadav Snir 44 Vice President IC 68 Directors Yair Shamir, Chairman of the Board Mr.
Scott Crist 59 Director Thilo Koslowski Director Chris Van Dan Elzen 54 Director Yonina Eldar, PhD 53 Director Kobi Marenko 52 Chief Executive Officer and Director (co-founder) Noam Arkind, PhD 39 Chief Technology Officer and Director (co-founder) Karine Pinto-Flomenboim 48 Chief Financial Officer Ram Machness 53 Chief Business Officer Shlomit Hacohen 52 Chief Marketing Officer Shay Naeh 56 Vice President Operations Nadav Snir 45 Vice President IC Ori Harel 56 Vice President Product Directors Yair Shamir, Chairman of the Board Mr.
Shamir attained the rank of colonel and served as head of the electronics department, the highest professional electronics position within the Israeli Air Force. Mr. Shamir holds a B.Sc. in Electronics Engineering from the Technion, Israel Institute of Technology. Ehud Levy, Director Mr. Levy was appointed as a director on March 29, 2016. Mr.
Shamir attained the rank of colonel and served as head of the electronics department, the highest professional electronics position within the Israeli Air Force. Mr. Shamir holds a B.Sc. in Electronics Engineering from the Technion, Israel Institute of Technology. Boaz Schwartz PhD, Director Dr. Schwartz was appointed as a director on October 7, 2021, upon closing of the Merger. Dr.
Eldar is the Israel Prize laureate for 2025 in the field of Engineering Research and Engineering Sciences. Prof. Eldar is a professor in the Department of Mathematics and Computer Science, Weizmann Institute of Science, Rehovot, Israel, where she holds the Dorothy and Patrick Gorman Professorial Chair and heads the Center for Biomedical Engineering. Prof.
Eldar is a professor in the Department of Mathematics and Computer Science, Weizmann Institute of Science, Rehovot, Israel, where she holds the Dorothy and Patrick Gorman Professorial Chair and heads the Center for Biomedical Engineering. Prof. Eldar was previously a professor in the Department of Electrical Engineering at the Technion, where she held the Edwards Chair in Engineering. Prof.
Name Age Position(s) Yair Shamir 79 Director and Chairman of the Board Ehud Levy 59 Director Boaz Schwartz, PhD 62 Director E.
Name Age Position(s) Yair Shamir 80 Director and Chairman of the Board Boaz Schwartz, PhD 63 Director E.
In general, under the Israeli Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee.
(3) Restricted share units, subject to shareholders’ approval. 78 Compensation Policy under the Israeli Companies Law Required approvals . In general, under the Israeli Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee.
In addition, any remaining ordinary shares reserved and available for issuance under the 2016 Plan can be issued pursuant to the 2021 Plan. As of December 31, 2024, there were 7,804,378 ordinary shares subject to options under the 2021 plan and 136,101 ordinary shares reserved and available for issuance under the 2021 Plan.
In addition, any remaining ordinary shares reserved and available for issuance under the 2016 Plan can be issued pursuant to the 2021 Plan. As of December 31, 2025, there were 5,957,332 ordinary shares subject to options under the 2021 plan and 1,545,966 ordinary shares reserved and available for issuance under the 2021 Plan.
Holders of our ordinary shares are entitled to vote together as a single class on all matters submitted to shareholders for approval. No holder of ordinary shares has different voting rights from any other holders of ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Holders of our ordinary shares are entitled to vote together as a single class on all matters submitted to shareholders for approval. No holder of ordinary shares has different voting rights from any other holders of ordinary shares.
Marenko was the founder and President of Taptica, a mobile DSP listed on the London Stock Exchange (LON: TRMR). Prior to this experience, from 2004-2012, Mr. Marenko was the founder and CEO of Logia, a mobile content platform acquired by Digital Turbine (NASDAQ: APPS). For over 20 years, Mr. Marenko was leading tech and media startups from seed to acquisition.
Prior to this experience, from 2004-2012, Mr. Marenko was the founder and CEO of Logia, a mobile content platform acquired by Digital Turbine (NASDAQ: APPS). For over 20 years, Mr. Marenko was leading tech and media startups from seed to acquisition. Mr. Marenko holds a BA in Philosophy from Tel Aviv University.
As of December 31, 2024, there were 1,698,404 ordinary shares subject to options under the 2016 plan and 395,868 ordinary shares reserved and available for issuance under the 2016 Plan.
As of December 31, 2025, there were 1,268,747 ordinary shares subject to options under the 2016 plan and 430,561 ordinary shares reserved and available for issuance under the 2016 Plan.
Employees As of December 31, 2024, we had 144 employees and consultants, of which nine individuals provide services to us through consulting agreements. 135 of our employees and consultants were based in Israel, two in the United States, two in China, one in Thailand, one in Canada one in United Kingdom and two in Germany.
D. Employees As of December 31, 2025, we had 145 employees and consultants, of which, nine individuals provide services to us through consulting agreements. 135 of our employees and consultants were mostly based in Israel, also in the United States, China, and Europe.
Machness has served as our Chief Business Officer since April 30, 2018. Mr. Machness leads the product management, customer support, sales and business development. Mr. Machness has over 30 years of experience in embedded systems and the semiconductor and automotive industries. Prior to joining us from 2007 to 2018, Mr.
Machness has served as our Chief Business Officer since April 30, 2018. Mr. Machness leads the product management, customer support, sales and business development. On April 1, 2026, Mr. Machness will assume the position of our Chief Business Officer. Mr. Machness has more than 30 years of experience in embedded systems and the semiconductor and automotive industries.
Hitzinger, and Prof. Eldar, hereinafter “ Industry Expert Directors ”), and two directors who are executive officers (Mr. Marenko and Dr. Arkind, hereinafter “ Executive Directors ”).
Chris Van Dan Elzen, and Prof. Eldar, hereinafter “ Industry Expert Directors ”). Two directors are held as executive officers (Mr. Marenko and Dr. Arkind, hereinafter “ Executive Directors ”).
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of Office Holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our Compensation Policy for Executive Officers and Directors is filed as an exhibit to this annual report. Objectives . The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of Office Holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Following the increase in the size of the reserved and available option pool on December 18, 2024, by an additional 3,698,746 ordinary shares, there were a total of 4,230,715 ordinary shares reserved and available for issuance under the 2021 Plan (including any remaining ordinary shares reserved and available for issuance under the 2016 Plan). Administration.
Following the increase in the size of the reserved and available option pool on January 22, 2026, by an additional 3,534,973 ordinary shares, there were a total of 5,511,500 ordinary shares reserved and available for issuance under the 2021 Plan (including any remaining ordinary shares reserved and available for issuance under the 2016 Plan). Administration.
The warrants described herein may only be exercised to the extent that the total number of Ordinary Shares then beneficial owned does not exceed 9.99% of the outstanding shares. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands.
Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska Master Fund. The warrants described herein may only be exercised to the extent that the total number of Ordinary Shares then beneficial owned does not exceed 9.99% of the outstanding shares. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O.
Noam Arkind 7,771 (1) $ 1.221 March 1, 2024 300,000 (1) $ 6.44 December 16, 2025 185,000 (2) N/A April 1, 2025 (1) Options to purchase ordinary shares of the Company (2) Restricted share units. 77 Compensation Policy under the Israeli Companies Law Required approvals .
Noam Arkind 7,771 (1) $ 1.221 March 1, 2024 300,000 (1) $ 6.44 December 16, 2025 185,000 (2) N/A April 1, 2025 92,500 (2) N/A April 1, 2026 Mr. Ram Machness 1,500,000 (3) N/A April 1, 2030 (1) Options to purchase ordinary shares of the Company (2) Restricted share units.
Greenhouse and Stettner are also the controlling principals of AWM and have the power to direct, vote and dispose of the shares The business address for AMW is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. (12) Canaan Partners Israel (CPI) GP L.P.
Greenhouse and Stettner are also the controlling principals of AWM and have the power to direct, vote and dispose of the shares The business address for AMW is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. (10) Consists of: 6,480,674 Ordinary Shares and 7,912,086 warrants held by Alyeska Master Fund, L.P.
Our Compensation Policy for Executive Officers and Directors became effective upon the completion of our merger with ITAC, which is when our ordinary shares became publicly traded, It will remain in effect for term of five years from that date. Our Compensation Policy for Executive Officers and Directors is filed as an exhibit to this annual report. Objectives .
Our Compensation Policy for Executive Officers and Directors became effective upon the completion of our merger with ITAC, which is when our ordinary shares became publicly traded, and it will remain in effect for term of five years from that date, and therefore will be brought for shareholder review and approval by our upcoming 2026 annual general meeting of shareholders.
Equity-based compensation granted to Senior Management generally vests over a period of four years, commencing one year after the date of grant, with equity-based compensation granted to Senior Management generally vests over a period of four years, commencing one year after the date of grant, with quarterly vesting thereafter.
Equity-based compensation granted to newly appointed Senior Management generally vests over a period of two to four years, commencing one year after the date of grant, with quarterly vesting thereafter. During 2025 and 2024, additional equity-based compensation was granted as a compensatory and retention award to serving Senior Management, and generally vested one-year after the date of grant.
Notwithstanding anything to the contrary in the 2016 Plan and subject to the above, if, in a transaction, the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute the options, unless determined otherwise by the board, all unexercised options and all unvested options will expire as of the date of the transaction. 82 Pursuant to the Board’s decision on August 2024 to extend the expiration term of all equity-based awards granted under the 2016 Incentive Share Option Plan, each granted option will expire no later than ten years from the date of the grant thereof (instead of seven years), unless a shorter term of expiration is otherwise designated by the administrator.
Pursuant to the Board’s decision on August 2024 to extend the expiration term of all equity-based awards granted under the 2016 Incentive Share Option Plan, each granted option will expire no later than ten years from the date of the grant thereof (instead of seven years), unless a shorter term of expiration is otherwise designated by the administrator.
Ehud Levy 80,000 $ 2.873 August 2026 Mr. Scott Crist 80,000 $ 2.873 August 2026 With respect to their services and for participating in board meetings, we reimburse our directors for travel expenses, in accordance with Company policy as applicable for our employees (and for Industry Expert Directors up to an amount of 9,000 Euros a year).
See Item 7 under “Related-Party Transactions.” With respect to their services and for participating in board meetings, we reimburse our directors for travel expenses, in accordance with Company policy as applicable for our employees (and for Industry Expert Directors up to an amount of 9,000 Euros a year). CEO and Executive Directors’ Remuneration Employment terms Mr.
Arkind was awarded a special cash bonus in connection with his efforts, amounting to an aggregate amount of NIS240,000 (approximately US$71,428). 76 Bonus Plan In August 2023, our shareholders approved, following the approvals of the Compensation Committee and the Board, a framework annual cash bonus plan to each of Mr. Marenko, our Chief Executive Officer, and Dr.
Bonus Plan In August 2023, our shareholders approved, following the approvals of the Compensation Committee and the Board, a framework annual cash bonus plan to each of Mr. Marenko, our Chief Executive Officer, and Dr.
(iv) 272,347 Ordinary Shares, 212,721 Pre-Funded Warrants and 425,442 warrants held by Special Situations Technology Fund, L.P. and (v), 1,443,810 Ordinary Shares, 904,510 Pre-Funded Warrants and 1,809,020 warrants held by Special Situations Technology Fund II, L.P.
(iii) 723,919 Ordinary Shares, 352,963 Pre-Funded Warrants and 705,926 warrants held by Special Situations Private Equity Fund, L.P. (iv) 462,336 Ordinary Shares, 212,721 Pre-Funded Warrants and 425,442 warrants held by Special Situations Technology Fund, L.P. and (v), 2,582,948 Ordinary Shares, 904,510 Pre-Funded Warrants and 1,809,020 warrants held by Special Situations Technology Fund II, L.P.
The following table sets forth information regarding the beneficial ownership of ordinary shares on March 1, 2025, by ● each person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares; ● each of our directors, chief executive officer, chief financial officer and other members of Senior Management; and ● all of our Senior Management and directors as a group. 89 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares beneficially owned by them.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 89 The following table sets forth information regarding the beneficial ownership of ordinary shares on March 1, 2025, by ● each person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares; ● each of our directors, chief executive officer, chief financial officer; and ● all of our Senior Management and directors as a group.
(4) We did not pay bonuses to our Covered Executives for 2024, other than bonus for our CFO for the efforts related to our fundraise activities. (5) The equity-based compensation represents the “financial expense” as reflected in our consolidated financial statements for the year ended December 31, 2024, with respect to equity-based compensation vested during 2024.
(5) The equity-based compensation represents the “financial expense” as reflected in our consolidated financial statements for the year ended December 31, 2025, with respect to equity-based compensation vested during 2025.
Consistent with our Compensation Policy for directors and officers, our Compensation Committee, Board and the shareholders, have approved that the Non-Executive Directors shall receive an annual fee of $30,000 plus applicable value added tax as remuneration for their service on the Board, and that Industry Expert Directors shall receive an annual fee of $100,000, other than Prof.
Other Non-Executive Directors receive an annual fee of $30,000 plus applicable value added tax as remuneration for their service on the Board.

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Item 7. Management's Discussion & Analysis

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

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For a description of the approvals required under Israeli law for related-party transactions, disclosure of personal interest and transactions with controlling shareholders, see under “Item 10.B.—Conflict of Interest.” For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see “Item 6.B.- Compensation of Directors and Executive Officers.” Fiduciary Duties of Directors and Executive Officers The Israeli Companies Law provides for fiduciary duties that Office Holders owe to a company.
For a description of the approvals required under Israeli law for related-party transactions, disclosure of personal interest and transactions with controlling shareholders, see under “Item 10.B.—Conflict of Interest.” For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see “Item 6.B.- Compensation of Directors and Executive Officers.” 92 Fiduciary Duties of Directors and Executive Officers The Israeli Companies Law provides for fiduciary duties that Office Holders owe to a company.
However, there are certain additional persons who are not listed in the above table who may meet the definition of an Officer Holder but who are not part of our Senior Management as defined in our organizational structure. 92 An Office Holder’s fiduciary duties consist of a duty of care and a duty of loyalty.
However, there are certain additional persons who are not listed in the above table who may meet the definition of an Officer Holder but who are not part of our Senior Management as defined in our organizational structure. An Office Holder’s fiduciary duties consist of a duty of care and a duty of loyalty.
This investor rights agreement will continue and survive for a period of five years after the closing of the merger, or earlier upon the consummation of any consolidation or merger of the Company with or into a third party as described under the agreement.
This investor rights agreement will continue and survive for a period of five years after the closing of the merger with ITAC, or earlier upon the consummation of any consolidation or merger of the Company with or into a third party as described under the agreement.
Related Party Transactions This section refers to related-party transactions with respect to our directors and executive officers, which are unusual and not in the ordinary course of business of the Company and does not include compensation or indemnification of Senior Management, which is disclosed above in Item 6.B. Compensation . 1.
Related Party Transactions This section refers to related-party transactions subsequent to December 31, 2023 with respect to our directors and executive officers, which are unusual and not in the ordinary course of business of the Company and does not include compensation or indemnification of Senior Management, which is disclosed above in Item 6.B. Compensation . 1.
The Investor Shareholders are able to sell their ordinary shares pursuant to Rule 144 as long as we are current in our required SEC filings. With this filing of this annual report on Form 20-F, we will continue to be current with our required SEC filing. 4.
The Investor Shareholders are able to sell their ordinary shares pursuant to Rule 144 as long as we are current in our required SEC filings. With this filing of this annual report on Form 20-F, we will continue to be current with our required SEC filing. 2. During June 2023, we raised $23.0 million in an offering.
Boaz Scwartz, a director, is a beneficiary of a master trust held by Geneva Insurance Group (Barbados) Inc. and Mr. Schwartz is one of three members of the investment committee of the master trust.
Yair Shamir, chairman and a director is co-founder and managing partner of Catalyst Investments, and Mr. Boaz Scwartz, a director, is a beneficiary of a master trust held by Geneva Insurance Group (Barbados) Inc. and Mr. Schwartz is one of three members of the investment committee of the master trust.
The aggregate net proceeds received by us from the offering were $22.5 million net of issuance costs. Two of the investors in the financing are affiliates of two of our directors. Catalyst Investments, and Geneva Insurance Group, invested $5.3 million and $250,000, respectively. Mr. Yair Shamir, chairman and a director is co-founder and managing partner of Catalyst Investments, and Mr.
Existing investors participated in this offering. The aggregate net proceeds received from the offering were $22.5 million net of issuance costs. Two of the investors in the financing were affiliates of two of our directors. Catalyst Investments, and Geneva Insurance Group, invested $5.3 million and $250,000, respectively. Mr.
Removed
Kobi Marenko, our CEO, has a non-controlling interest in Taya Ventures L.P, which is a minority shareholder. 2. Inter, a company owned by Kobi Marenko, purchased 50,167 ordinary shares in October 2022 for $501,670 as part of our PIPE offering.
Added
The participations in the offering was made on the same terms as other investors in the offering. 3. Alyeska Master Fund, L.P. (“Alyeska”), a major shareholder, participated in the Company’s underwritten registered direct offering in January 2025, and in the Company’s underwritten registered direct offering in January 2026.
Removed
The purchase was made on the same terms as other investors in the PIPE offering, which involved the sale of 10,000,000 ordinary shares at $10.00 per share contemporaneously with the merger with ITAC. 3.
Added
SSF/AWM, a major shareholder, participated in the Company’s underwritten registered direct offering in January 2025, and in the Company’s underwritten registered direct offering in January 2026. The participations in both offerings were made on the same terms as other investors in the respective offerings. 4. Mr.
Removed
During June 2023, we raised $23.0 million from Special Situations Funds, a family of funds focused primarily on growth oriented small public companies with a concentration on the technology and life sciences industries, pursuant to which we issued a total of 11,794,873 Ordinary Shares at a purchase price of $1.95 per share. Existing investors participated in this offering.
Added
Chris Van Dan Elzen, a member of our Board, provides advisory services to the Company as of April 2024. In connection with these advisory services, he was entitled to cash retainer of USD$10,000 per month and has been granted with an equity-based award of 75,000 RSUs, fully vested in April 2026.
Added
As of his appointment as a member of our Board in September 2025, in connection with his advisory services he is entitled to an annual cash retainer of USD 70,000 in addition to his director’s fee and equity grant as a member of our board.
Added
Interests of Experts and Counsel Not applicable. 93