A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Our business involves a
high degree of risk. Please carefully consider the risks we describe below in addition to the other information set forth in this annual
report and in our other filings with the SEC. These risks could materially and adversely affect our business, financial condition and
results of operations. See “Cautionary Note Regarding Forward-Looking Statements.”
The following is a summary
of the principal risks that could materially adversely affect our business, results of operations, and financial condition, all of which
are more fully described below. This summary should be read in conjunction with the other information discussed in this Item 3.D, and
should not be relied upon as an exhaustive summary of the material risks facing our business. Please carefully consider all of the information
discussed in this Item 3.D. “Risk Factors” and elsewhere in this annual report for a more thorough description of these and
other risks.
Summary of Risks Related to Our Business and
Our Industry
● Our success is dependent on adoption of digital textile printing in place of existing methods of printing.
● We are dependent on our ability to timely introduce new products that are accepted by the market and increase our market share.
● We face increased competition from a wide variety of market participants.
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● Our significant reliance on a small number of significant customers, including Amazon.
● The adverse impact of unfavorable macro-economic conditions, such as relatively high interest rates and any lingering inflationary conditions, on the budgets for capital expenditures of our customers and potential customers, which may continue to have material adverse consequences for our revenues, financial position, and cash flows.
● Our significant reliance on suppliers, including single-source suppliers, and our reliance on third-party manufacturers.
● Overcapacity in the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing printing systems that they have purchased from us and to reduce their orders for new systems. That could similarly cause us to underutilize our new ink manufacturing facility.
● Our expected reliance, for a significant portion of our future long-term revenues, on our All-Inclusive Click (AIC™) model, under which we retain ownership of our systems, while our customers operate the systems and are charged a fixed fee per impression, has certain accompanying risks.
● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
● New and reciprocal import tariffs imposed by the United States and other countries could increase the prices we pay for raw materials and adversely impact demand for our products in countries in which our affected customers operate.
● The scrutiny that may be applied to sustainability practices of companies such as ours.
● Our expanding international operations are accompanied by costs, operational risks and required regulatory compliance in many jurisdictions.
● We may not be able to successfully acquire and integrate other companies and technologies, necessary for our growth, and to finance such acquisitions.
● We may be subject to significant tax liabilities as a result of audits of our tax returns.
Summary of Risks Related to Intellectual Property
● We may be unable to protect our patents and trademarks from infringement, and avoid infringing the intellectual property rights of others.
Summary of Risks Related to Our Ordinary Shares
● Volatility of our share price.
● Increased costs as a public company as a result of new compliance initiatives.
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Summary of Risks Related to Our Operations
in Israel
● Israeli government tax benefits we receive may be terminated if we cease to qualify for them.
● Israel’s war against the terrorist organizations Hamas and Hezbollah and, intermittently, Iran and the Houthi terrorist organization in Yemen, may adversely affect our operations.
● Terms of our Israeli research and development grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Risks Related to Our Business and Our Industry
If the market’s rate of adoption of
digital textile printing does not develop as we anticipate, our sales may not grow as expected and our share price could decline.
The global printed textile
industry remains dominated by analog printing processes, the most common of which are screen printing and carousel printing. The development
of the digital textile printing market has been slower than we anticipated. If the global printed textile market does not more broadly
accept digital printing as an alternative to analog printing, our revenues may be adversely affected and our share price could suffer.
Widespread adoption of digital textile printing depends on, among other things, the willingness and ability of businesses in the printed
textile industry to replace their existing analog printing systems with digital printing systems. These businesses may decide that digital
printing processes are less reliable, less cost-effective, of lower quality, or otherwise less suitable for their commercial needs than
analog printing processes. For example, screen printing currently tends to be faster and less expensive than digital printing on a cost
per print basis for larger production runs. Even if businesses are persuaded as to the benefits of digital printing, we do not know whether
potential buyers of digital printing systems will delay their investment decisions. As a result, we may not correctly estimate demand
for our solutions, which could cause us to fail to meet market expectations for our business.
Our results of operations depend in part
on achieving market acceptance for our new products.
Our ability to develop innovative
new systems and products is important to our business strategy and competitive position. Difficulties or delays in research, development,
production or commercialization of new systems and products could adversely impact our sales and competitive position. Market acceptance
of our new systems depends, among other things, on the systems demonstrating a real advantage over existing solutions, the success of
our sales and marketing teams in creating awareness of the system, the sales price and the return on investment of the system relative
to alternative systems, customer recognition of the value of our technology, the effectiveness of our marketing campaigns, and the general
willingness of potential customers to try new technologies. If the market does not accept our new system, our business, results of operations
and financial condition will be adversely affected.
If our customers use alternative ink and
consumables and/or alternative spare parts in our systems, our gross margin could decline significantly, and our business could be harmed.
Our business model is favorably
impacted by recurring sales of our ink and other consumables and spare parts for our existing and growing installed base of systems. Third-party
ink and other consumables and spare parts might be less expensive or otherwise more appealing to our customers than our ink and other
consumables and spare parts. Significant sales of third-party inks and other consumables and spare parts to our customers would adversely
impact our revenues and adversely impact our gross margins and overall profitability. In addition, the use of third-party ink could cause
our print heads to clog or otherwise malfunction since our systems are set up to operate at the highest throughput level only when using
our original ink and other consumables. We have sought to prevent this in part by protecting the innovations underlying our ink and other
consumables through patents and other forms of intellectual property protections. Use of third-party ink and other consumables would also
void the warranty over our systems. We also include an RFID mechanism with our ink tanks. These steps may be challenged. Any reduction
in our ability to market and sell our ink and other consumables and spare parts for use in our systems may adversely impact our future
revenues and our overall profitability.
3
We face increased competition and if we
do not compete successfully, our revenues and demand for our solutions could decline.
The principal competition
for our direct-to-garment (DTG) systems comes from manufacturers of industrial DTG printers, analog screen-printing systems, and digital
hybrid systems such as M&R Printing Equipment, ROQ and Brother. We also face some competition in this market from Aeoon, Seiko Epson
Corporation, Ricoh Company Ltd, Oveljet and several smaller competitors that offer industrial level production capacity through multiple
entry level systems. More recently, there has been an increase in the adoption of commercial level direct-to-film (DTF) printing methodologies,
a sub-segment of traditional heat transfer, which are intended to replace direct-to-garment printing for specific applications such as
multiple placements. Our main competitors in direct-to-film printing are M&R, Mimaki, Adelco and Brother.
Our competitors in the Direct-to-Fabric market include: Atexco, EFI
Regiani, Epson, Durst and several other smaller competitors. The principal competition for our KornitX global fulfillment network
(GFN) offering which enables on-demand production of textiles and other goods, comes from a variety of virtual marketplaces that are offering
certain fulfillment services or applications, or purpose-built direct API connectivity to specific fulfillers.
Current and future competitors
may be able to respond more quickly to changes in customer demands and devote greater resources to the development, promotion and sale
of their printers and ink and other consumables than we can. Our current and potential competitors in both the direct-to-garment and direct-to-fabric
markets may also develop and market new technologies that render our existing solutions unmarketable or less competitive. In addition,
if these competitors develop products with similar or superior functionality to our solutions at prices comparable to or lower than ours,
we may be forced to decrease the prices of our solutions in order to remain competitive, which could reduce our gross margins.
A significant portion of our sales is concentrated
among a small number of customers, and our business would be adversely affected by a decline in sales to, or the loss of, those customers.
During the years ended December
31, 2024 and 2023, our ten largest customers accounted for approximately 60% and 49% of our revenues, respectively. During those same
years, out of the foregoing group of largest customers, Amazon Corporate LLC, a subsidiary of Amazon.com, Inc., which we collectively
refer to as Amazon, accounted for approximately 30% and 20% of our revenues, respectively. Given the concentration of our revenues with
these customers, the loss of either Amazon or another one of our significant customers, or variability in their order flows, could materially
adversely affect our revenues and results of operations.
Macro-economic
headwinds caused by inflation, relatively high interest rates and limited credit availability have been adversely impacting our revenues
and profitability, and may continue to do so.
Our
business depends on overall demand within the global printed fashion and textile industries, the economic health of our current and prospective
clients and worldwide economic conditions. Adverse economic conditions, including inflation, which was high in recent years, on the prices
of goods and services have impacted the capital budgets of our customers and potential customers, who have less money to invest in our
systems. Higher interest rates, which were implemented by central banks to curb inflation, while having been reduced to a certain extent
recently, have worsened credit/financing conditions for our customers and adversely impacted their ability to purchase our products. These
factors have also delayed or lengthened our sales cycles, have inhibited our international expansion, have led to longer collection cycles
for payments due from our customers, and may potentially result in an increase in customer bad debt. As a result of these conditions,
customers have found it harder to obtain financing to fund their purchase of our systems. While the long-term implications of macroeconomic
events on our business, results of operations and overall financial position remain uncertain, in the short term these headwinds have
challenged our business. We have experienced declines in systems revenues and a slower growth rate in services revenues (although consumables
revenues have grown), which has led to recent overall declines in our revenues.
4
In addition to exerting the
foregoing impact, macro-economic headwinds may amplify a number of risks for us, including, but not limited to, the following:
● our ability to increase sales of new, enhanced systems to existing customers may be hindered due to more cautious purchasing and investment strategies by corporate customers, in addition to systems overcapacity at some customers;
● reduced economic activity, which could lead to a recession, could negatively impact consumer discretionary spending on garments and apparel, which in turn could severely impact our business operations, financial condition, and liquidity;
● our customer success efforts, our ability to enter into new markets and to acquire new customers may be impeded, in part due to potentially lower conversion rates and delays and lengthening of our sales cycles; and
● there may be an increase in our credit losses reserves as customers face economic hardship and collectability becomes more uncertain, including due to a higher risk of bankruptcies.
The full impact of economic
and other headwinds on our business and our future performance may also have the effect of heightening any of our other risk factors described
in this annual report and is difficult to predict how long those headwinds will continue. As such, there is risk that any expectations
for our business and guidance we provide to the market may be incorrect.
Our quarterly results of operations have
fluctuated in the past and may fluctuate in the future due to variability in our revenues.
Our revenues and other results
of operations have fluctuated from quarter to quarter in the past and could continue to fluctuate in the future. Our revenues depend in
part on the sale and delivery of our systems, and we cannot predict with certainty when sales transactions for our systems will close
or when we will be able to recognize the revenues from such sales, which generally occurs upon delivery of our systems. Customers that
we expect to purchase our systems may delay doing so due to timing of obtaining regulatory permits, site readiness, or a change in their
priorities or business plans, including as a result of adverse general economic conditions that may disproportionately impact the ability
of the small-mid size businesses that constitute a significant portion of our customer base to expend capital or access financing sources.
Such conditions could also force us to reduce our prices or limit our ability to profit from economies of scale, which could harm our
gross margins. As a result of these factors, we may fail to meet market expectations for any given quarter if sales that we expect for
that quarter are delayed until subsequent quarters or canceled. The closing of one or more large transactions in a particular quarter
may make it more difficult for us to meet market expectations in subsequent quarters, and our failure to close one or more large transactions
in a particular quarter could adversely impact our revenues and margins for that quarter. In addition, we may experience slower growth
in our gross margins as our new systems gain commercial acceptance. Our gross margins may also fluctuate based on the regions in which
sales of these systems occur.
Our customers generally purchase
our ink and other consumables on an as-needed basis, and delays in making such purchases by a number of customers could result in a meaningful
shift of revenues from one quarter to the next. Moreover, we typically maintain inventories of ink and other consumables sufficient to
cover our average sales for at least one quarter ahead. These inventories may not match customers’ demands for any given quarter,
which could cause shortages or excesses in our ink and other consumables inventory and result in fluctuations of our quarterly revenues.
To the extent that we have excess ink and consumables inventory that we are unable to sell due to expiration dates, we may have to write
off such inventory. These inventory requirements may also limit our ability to profit from economies of scale in the production of our
ink and other consumables. The ongoing military conflicts involving Israel have caused us to increase our inventory levels in the principal
regions in which our sales occur, in order to prevent a potential failure by us to supply our customers if our Israeli facilities and
supply line were to be damaged or discontinued (as applicable), thereby heightening the foregoing risks associated with excess inventory.
5
Furthermore, we base our current
and future expense levels on our revenue forecasts and operating plans, and our costs are relatively fixed in the short term, due in part
to extended supply and logistics lead times required for ordering certain components of our systems either directly by us or by our contracted
manufacturers. Although we took decisive actions to reduce our cost structure over the last two years, we may nevertheless not be able
to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues during a particular future quarter, and even a
relatively small decrease in revenues could disproportionately and adversely affect our financial results for that quarter. The variability
and unpredictability of these and other factors could result in our failing to meet financial expectations for a given period.
Our contractual arrangements with Amazon,
a significant customer, contain a number of material undertakings by us and other agreements the impact of which cannot be fully predicted
in advance.
In January 2017, we entered
into a master purchase agreement with an affiliate of Amazon.com, Inc. governing sales of our systems and ink and other consumables at
agreed-upon prices that vary based on sales volumes. We also agreed to provide maintenance services and extended warranties to Amazon
at agreed prices. The term of the agreement was five years beginning on May 1, 2016, and extends automatically for additional one-year
periods unless terminated by Amazon. Pursuant to the master purchase agreement, we have issued to an affiliate of Amazon warrants to acquire
up to 3,401,028 of our ordinary shares at a purchase price of $59.26 per share, of which 1,943,445 were vested and exercisable as of December
31, 2024. These warrants vest over a five-year period that began in January 2021 based on payments made by Amazon in connection with the
purchase of goods and services from us. The value of the warrants that are currently outstanding is based on their fair value as of the
grant date of September 14, 2020.
Our contractual agreements
with Amazon contain a number of material undertakings and other arrangements:
● Our revenues are presented net of the relative value of the warrants in each particular period related to the revenues recognized. The warrants are reported as a reduction of revenue in the Company’s income statement when related revenues are recognized.
● We have agreed to provide a rebate to Amazon based on the number of systems and amount of ink and other consumables Amazon orders in a given 12-month period. The timing and scale of any such rebate may be difficult to predict and may cause fluctuations in our quarterly revenues, gross profit and operating profit.
● We are required to notify Amazon 12 months in advance if we intend to stop supporting one of the products or services that we supply to Amazon and to continue to manufacture the product or provide such service during such 12-month period. Subject to certain exceptions, we are required to continue to supply ink in such quantities as Amazon requires for at least 36 months after the earlier of (1) the end of the term of the master purchase agreement or (2) 18 months following the purchase of the last product sold pursuant to the agreement.
● We are required to deliver our products and services to Amazon and to comply with a service level agreement. If we fail to meet the requirements under such service level agreement, Amazon will receive credits against its cost for those delayed products or services.
The impact of the provisions
listed above cannot be fully predicted in advance and could, in certain circumstances, adversely impact our business or results of operations,
or the manner in which investors or analysts assess and perceive our performance. Additionally, to the extent Amazon determines to change
the level and/or timing of its consumable and service orders under the master purchase agreement or we agree with Amazon on changes to
the agreement, or Amazon elects not to renew the agreement, our financial results may be adversely affected.
6
If our relationships with suppliers, especially
with single source suppliers of components, were to terminate, our business could be harmed.
We maintain an inventory of
parts to facilitate the timely assembly of our systems, production of our ink and other consumables, and servicing our installed base.
Most components are available from multiple suppliers, although certain components used in our systems and ink and other consumables,
such as our print heads and certain chemicals included in our inks, are only available from single or limited sources as described below.
● The print heads for our systems are supplied by a sole supplier, FujiFilm Dimatix, Inc., or FDMX. We entered into an agreement with FDMX in 2015, pursuant to which FDMX sells us certain off-the-shelf print heads and additional products, all of which FDMX regularly sells to providers of inkjet systems. Under the agreement, as last amended on January 1, 2025, the initial term of the agreement will expire on December 31, 2025, and the agreement will automatically renew for an additional two-year period, unless either party notifies the other party at least 90 days prior to expiration of the initial term that it does not want such a renewal. The agreement provides that FDMX may increase the prices of the products that we purchase from it upon 180-days’ prior notice at any time, subject to certain conditions. The agreement further provides that FDMX may, at its option, discontinue products supplied under the agreement, provided that we are given one-year notice of the planned discontinuance and are provided with an end-of-sale purchase program. In the event FDMX discontinues manufacturing the print head, we would be required to qualify a new print head for our systems (based only on whatever knowledge we have gained from qualifying print heads in the past). In order to minimize the risk of any impact from a disruption or discontinuation in the supply of print heads, raw materials or other components from limited source suppliers, we maintain an additional inventory of such components, in addition to the end-of-life purchase program that would be available to us if the products we purchase from FDMX were discontinued. Nevertheless, such inventory may not be sufficient to enable us to continue supplying our products for a longer period, should we need to locate and qualify a new supplier.
● A chemical used in some of our inks is supplied by B.G. (Israel) Technologies Ltd., or BG Bond, a subsidiary of Ashtrom Ltd., a large public Israeli industrial company. The chemicals were previously supplied under a definitive agreement which has expired, and currently we purchase these chemicals on a purchase order basis. For most of our inks, another chemical is supplied by Brenntag a reseller of The Dow Chemical Company, a multinational producer of chemicals and other compounds. We currently purchase these chemicals on a purchase order basis.
● A raw material used in the production of our intensifier for the Atlas family of products and Apollo, is supplied by Lamberti S.p.A. We purchase this material on a purchase order basis.
● Dispersing agents used in some of our inks are supplied by BASF SE, which to our knowledge is the only source of supply of those agents. We purchase these dispersing agents from BASF on a purchase order basis. We maintain safety stock of these chemicals in an amount which will allow us to continue our manufacturing in case of discontinuation.
● Several raw materials and pigments used in some of our inks are supplied by Heubach Group, which was acquired by Sudarshan Chemical Industries in 2024. We currently purchase these raw materials and pigments on a purchase order basis. We maintain safety stock of these raw materials and pigments in an amount which will allow us to continue our manufacturing for several fiscal quarters in case of discontinuation. We are currently in the process of entering into a long-term supply agreement with Heubach Group.
7
● Certain parts of the control system of our systems are supplied by sole suppliers, Yaskawa Europe Technology Ltd., an affiliate of Yaskawa Electric Corporation, or Yaskawa, and Beckhoff Automation Limited. Our turnkey suppliers (Flex and Sanmina- SCI Israel Medical Systems Ltd.), which assemble the control system on our behalf, purchase those control system parts from Yaskawa and Beckhoff. We also purchase additional, spare control system parts from Yaskawa and Beckhoff for our service department on a purchase order basis.
● Some of our printing systems are compatible with a dryer that we purchase from Adelco Screen Process, or Adelco, which fulfills most of the demand for that dryer. The dryer is supplied under an April 2019 agreement that we entered into with Adelco.
The loss of any of these suppliers,
or of a supplier for which there are limited other sources, could result in the delay of the manufacture and delivery of our systems or
inks and other consumables.
Other risks resulting from
our reliance on suppliers include:
● if we experience an increase in demand for our solutions, our suppliers may be unable to provide us with the components that we need in order to meet that increased demand in a timely manner;
● our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders and meet our requirements;
● we may experience production delays related to the evaluation and testing of products from alternative suppliers;
● we may be subject to price fluctuations due to a lack of long-term supply arrangements for key components;
● we or our suppliers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and shipment of our systems or inks and other consumables; and
● fluctuations in demand for components that our suppliers manufacture for others may affect their ability or willingness to deliver components to us in a timely manner.
If any of these risks materializes, the costs associated
with developing alternative sources of supply or assembly in a timely manner could have a material adverse effect on our ability to meet
demand for our solutions; our ability to generate revenues could be impaired, market acceptance of our solutions could be adversely affected,
and customers may instead purchase or use alternative products. We may not be able to find new or alternative components of a requisite
quality or we may find that we are unable to reconfigure our systems and manufacturing processes in a timely manner if the necessary components
become unavailable. As a result, we could incur increased production costs, experience delays in the delivery of our solutions and suffer
harm to our reputation, which may have an adverse effect on our business and results of operations.
Overcapacity in
the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing printing
systems that they have purchased from us and to reduce their orders for new systems. That could similarly cause us to underutilize our
new ink manufacturing facility. Such a trend could reduce our operating margins and have a material adverse effect on our financial performance.
It
is difficult to predict future demand for printing in the global printed fashion and textile industries in which we operate, which makes
it challenging for our customers to estimate future requirements for production capacity and avoid periods of overcapacity. Fluctuations
in the growth rate of our customers’ businesses relative to the growth rate in demand for our printing systems also can lead to
overcapacity for our customers and contribute to cyclicality in the market for our systems.
8
Capacity
expansion projects have long lead times and require capital commitments based on forecasted product trends and demand well in advance
of production orders from customers. In recent years, we have made significant capital investments to expand our systems and materials
capacity to address forecasted future demand patterns, including our investment in our ink manufacturing facility in Kiryat Gat. These
capacity additions may exceed the near-term demand requirements for our products, including both systems and consumables, leading to overcapacity
situations and underutilization of our manufacturing facilities.
As
many of our manufacturing costs are fixed, these costs cannot be reduced in proportion to the reduced revenues experienced during periods
of underutilization. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results.
If demand for our products experiences a prolonged decrease, we may be required to close or idle facilities and write down our long-lived
assets or shorten the useful lives of underutilized assets and accelerate depreciation, which would increase our expenses.
Our expected reliance, for an increasing
portion of our future long-term revenues, on our All-Inclusive Click (AIC™) model, under which we retain ownership of our systems,
while our customers operate the systems and are charged a fixed fee per impression, bears certain accompanying risks.
In 2024, we introduced our
All-Inclusive Click (AIC™) model, designed to provide our customers with a predictable, scalable, and cost-effective approach to
digital printing. Under this model, we retain ownership of our printing systems, while our customers operate the systems and are charged
a fixed fee per impression produced. While we believe this pay-per-use model enables us to capture an additional portion of our potential
market, consisting of customers who would not otherwise be willing or able to commit to the capital expenditure for purchasing our new
systems outright, it nevertheless also could have certain adverse consequences for our business and results of operations, including,
without limitation, any of the following:
● Potential Damage to Customer Relationships: in certain circumstances, including changes in labor cost, market trends and/or the availability of alternative technology, the cumulative cost to our AIC™ customers could be more expensive than had the customers purchased our systems outright, which could lead to customer dissatisfaction, and potentially damage our business relationship with those customers, or to their adoption of other printing technologies instead of ours.
● Potential Returns of AIC™ Systems: To the extent the cumulative cost of usage of systems becomes overly burdensome to our customers, due to macro-economic conditions, alternative technologies or otherwise, that could lead to the return of those systems to us, which will require us to find new customers for those systems, which we may not be able to do in a timely manner or at all.
● Churn Rate: Customers may switch to our competitors offering more favorable per-use rates, leading to higher churn rates.
● Potential payment defaults
● Operational Costs: Support and maintenance costs related to usage by our customers of our systems could exceed expectations and/or strain our resources, leading to interruptions in the usability of our systems that are designated for our AIC™ program, or adversely affect profitability.
● Consumables Costs: The cost of consumables, which are included in the per-use rates offered by us, may rise, adversely affecting our profitability.
● Complexity in Pricing: Determining the right price per use can be complicated, and setting prices too high may deter customers from using our systems, while setting them too low may adversely affect our profit margins.
● Fraud and Misuse: There is a greater risk of fraudulent activity with our systems that are used in the pay-per-impression model or misuse of the pay-per-impression service when customers are not investing in ownership of our systems.
9
To mitigate the foregoing
risks, it is essential that we carefully design the pricing structure of our pay-per impression business model, monitor usage of our systems
closely under that model, and establish strong customer engagement strategies to enhance loyalty and satisfaction. To the extent we do
not successfully implement each of the foregoing safeguards related to that business model, our results of operations and financial condition
could be adversely affected in a material manner.
Our move towards a higher proportion of
direct sales in place of indirect sales may have adverse consequences.
Our go-to-market strategy
consists of a hybrid model of indirect and direct sales, depending on the specific territory into which we are selling. We continually
evaluate that strategy in the geographies we serve in an effort to best serve our direct or indirect customers. When we shift towards
a direct sales model in relevant territories, we may experience an initial disruption to our sales efforts in those jurisdictions as we
transition from our previous sales structure. In addition, a shift to a direct sales model might result in a short-term impact on our
results of operations, including due to separation fees, the acquisition of inventory that requires a step up in basis and other such
accounting impacts and costs associated with increased headcount and related expenses.
Our Kiryat Gat ink manufacturing facility
was constructed on lands leased by us from the Israel Lands Administration, or ILA, under a long term (49 years) lease agreement. If we
are unable to continue to lease such lands, we would be unable to use the facility and our results of operations and future prospects
will suffer as a result.
In
November 2018, we entered into a development agreement, which we refer to as the Development Agreement, with the ILA for the construction
of our ink manufacturing facility in Kiryat Gat on lands leased from the ILA. Construction was concluded at the end of 2021, and we officially
opened the facility on January 26, 2022. Following the completion of the construction and our receipt of all required approvals from the
ILA, we entered into a long-term lease agreement with the ILA, or the Lease Agreement, for a period of 49 years and which may be renewed
for an additional 49 years, which agreement has replaced the Development Agreement. The Development Agreement provided, and the Lease
Agreement provides, that if our company were a “foreign subject,” which includes being under foreign control (i.e., a majority
of our ordinary shares held by non-Israelis), that would constitute a fundamental breach under the agreement. We followed (in the case
of each of the Development Agreement and the Lease Agreement) a specific standard process for seeking approval from the ILA for our entering
into the agreement. However, because of our potential status as a “foreign subject,” given that our shares are traded on Nasdaq
and are held by multiple shareholders whose identities are unknown, the ILA would be entitled to terminate that agreement if it determines
that our company is a “foreign subject”. If the Lease Agreement is terminated, we would be unable to use the new Kiryat Gat
facility constructed on that property, which would have a material adverse effect on our results of operations.
Disruption of operations at our manufacturing
site or those of third-party manufacturers could prevent us from filling customer orders on a timely basis.
We manufacture our ink and
other consumables at our facility in Kiryat Gat, Israel. We rely on contract manufacturing services provided by Flex, and Sanmina-SCI
Israel Medical Systems Ltd. which are also in Israel, to assemble our printing and curing systems. We expect that almost all of our revenues
in the near term will be derived from the systems and ink and other consumables manufactured at these facilities.
The loss of any of these contract
manufacturers could result in the delay of the assembly and delivery of our systems. If that occurs or these contract manufacturers cease
to provide manufacturing services for any reason, the costs associated with developing alternative sources of assembly in a timely manner
could have a material adverse effect on our ability to meet demand for our solutions. Our ability to generate revenues could be impaired,
market acceptance of our solutions could be adversely affected, and customers may instead purchase or use alternative products.
10
If operations in any of these
facilities were to be disrupted due to a major equipment failure or power failure lasting beyond the capabilities of backup generators
or other events outside of our reasonable control (including due to a military attack against Israel during its ongoing military conflicts),
our manufacturing capacity could be shut down for an extended period, we could experience a loss of raw materials or finished goods inventory
and our ability to operate our business would be harmed. While we have increased our inventory levels in global regions in order to hedge
against a potential stoppage of our ability to supply our customers from Israel due to the recent military conflicts involving Israel,
there is nevertheless no guarantee as to the sufficiency of those increased levels. In addition, in any such event, the repair or reconstruction
of our or our third-party manufacturers’ manufacturing facilities and storage facilities could take a significant amount of time.
During this period, we or our third-party manufacturers would be unable to manufacture some or all of our systems or we may not be able
to produce adequate volumes of our ink and other consumables.
Significant disruptions of our information
technology systems or breaches of our data security could adversely affect our business.
We have invested in advanced
protective systems to reduce our cybersecurity and data protection risks, some of which have been installed and others that are still
in the process of installation. In addition, we back up our data regularly. We have designated a special committee of executives to assess,
among others, our cybersecurity and data protection risks and develop and implement a data security policy. We also created an annual
program to ensure our data safety. This program includes self-evaluations, auditing, tests, and third-party evaluation. Based on information
provided to us by the suppliers of our protective systems, we believe that our level of protection is in keeping with the customary practices
of peer technology companies. We also maintain back-up files for much of our information, as a means of assuring that a breach or cyber-attack
does not necessarily cause the loss of that information. We furthermore review our protections and remedial measures periodically in order
to ensure that they are adequate, and, accordingly, we carry customary levels of cybersecurity and data protection insurance coverage.
Despite these protective systems
and remedial measures, techniques used to obtain unauthorized access are constantly changing, are becoming increasingly more sophisticated
and often are not recognized until after an exploitation of information has occurred. We may be unable to anticipate these techniques
or implement sufficient preventative measures, and we therefore cannot assure you that our preventative measures will be successful in
preventing compromise and/or disruption of our information technology systems and related data. We furthermore cannot be certain that
our remedial measures will fully mitigate the adverse financial consequences of any cyber-attack or incident.
A significant breach, interruption,
destruction or breakdown of our information technology, or IT, systems and/or infrastructure by persons with authorized or unauthorized
access could negatively impact our business and operations. We could also experience business interruption, information theft and/or reputational
damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party suppliers
or customers. Both data that has been inputted into our main IT platform, which covers records of customers, end-users of our systems,
transactions, financial data, employees, pricing and other data reflected in our results of operations, as well as data related to our
proprietary rights (such as research and development, and other intellectual property- related data, including: ink formulas; source code
for our systems, software and cloud services; undisclosed plans; and email lists), are subject to material cyber security risks. Our IT
systems have been, and are expected to continue to be, the target of malware and other cyber-attacks. To date, we are not aware of any
loss of, or disruption to, material information as a result of any such malware or cyber-attack. To the extent that a cyber-attack is
successful, we could incur significant expense, depending on the severity of the attack, and that attack could have a material adverse
effect on our results of operations.
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Import tariffs, taxes, customs duties and
other trading regulations imposed by the U.S. government and retaliatory responses from other countries, could significantly increase
the prices we pay for raw materials that are critical to our ability to manufacture our systems, and could also adversely impact the economies
of countries in which our customers operate, thereby reducing demand for our systems and consumables in those countries.
Import tariffs, taxes, customs
duties and other trading regulations imposed by the U.S. government on foreign countries, or by foreign countries on the U.S., could directly
or indirectly significantly increase the prices we pay for raw materials that are critical to our ability to manufacture our systems.
In particular, the current U.S. administration has expressed a desire to impose substantial new or increased tariffs on goods imported
from certain trade partners, such as the EU and China, which have resulted, and may continue to result, in reciprocal tariffs on goods
exported from the United States to such trade partners. We may be unable to locate suppliers to provide the necessary raw materials for
our products on an economical basis in the amounts we require. That could result in an increase in the cost of raw materials and components
used in certain of our systems, which could, in turn, increase our cost of goods sold.
Trade barriers and other
governmental action related to tariffs around the world also have the potential to hurt the global printed fashion and textile industries
in which our customers operate, by decreasing demand for our customers’ products. New tariffs could also more broadly adversely
impact the country-specific or regional economies in which we operate and into which we offer our systems and consumables. Those adverse
effects could, in turn, decrease our customers’ demand for our printing systems and consumables, and result in a decrease in our
revenues.
Any widespread imposition
of new or increased tariffs could, therefore, both increase the cost of producing, and reduce the demand for, our products, and any such
cost increases will either require us to increase prices (which could reduce our sales) or could negatively impact our profit margins,
and could, therefore, have a material adverse effect on our financial condition, results of operations and cash flows.
We and our customers are subject to extensive
environmental, health and safety laws and regulations which, if not met, could have a material adverse effect on our business, financial
condition and results of operations.
Our manufacturing and development
facilities use chemicals and produce waste materials, which require us to hold business licenses that may include conditions set by the
Ministry of Environmental Protection for the operations of such facilities. We are also subject to extensive environmental, health and
safety laws and regulations governing, among other things, the use, storage, registration, handling and disposal of chemicals and waste
materials, the presence of specified substances in electrical products, air, water and ground contamination, air emissions and the clean-up
of contaminated sites. In the future we may incur expenditure of significant amounts in the event of non-compliance and/or remediation.
Furthermore, requirements of environmental laws have adversely affected and may continue to adversely affect the ability of our customers
to install and use our systems in a timely manner. If we fail to comply with such laws or regulations, we may be subject to fines and
other civil, administrative or criminal sanctions, including the revocation of our toxin permit, business permits, or other permits and
licenses necessary to continue our business activities. In addition, we may be required to pay damages or civil judgments in respect of
third-party claims, including those relating to personal injury, including exposure to hazardous substances that we use, store, handle,
transport, manufacture or dispose of, or property damage. Some environmental, health and safety laws and regulations allow for strict,
joint and several liability for remediation costs, regardless of comparative fault. We may be identified as a potentially responsible
party under such laws. In addition, our customers may encounter delays in obtaining or be unable to obtain regulatory permits to operate
our systems in their facilities, which may result in cancellation or delay of orders of our systems.
The export of our products
internationally subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardous substances.
In the European marketplace, electrical and electronic equipment is required to comply with the Directive on Waste Electrical and Electronic
Equipment, or WEEE, which aims to prevent waste by encouraging reuse and recycling, and the Directive on Restriction of Use of Certain
Hazardous Substances, or RoHS, which restricts the use of ten hazardous substances in electrical and electronic products. Additionally,
we are required to comply with certain laws, regulations and directives such as the United States Toxic Substances Control Act, or TSCA,
and the Registration, Evaluation, Authorization and Restriction of Chemical Substances, or REACH. These laws and regulations may require
the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we
fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals
that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we
could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.
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Any such developments could
have a material adverse effect on our business, financial condition and results of operations. Environmental, health and safety laws and
regulations may also change from time to time. Complying with any new requirements may involve substantial costs and could cause significant
disruptions to our research, development, manufacturing, and sales.
Achieving satisfactory compliance levels
with respect to the environmental impact of our operations and products could result in our incurring additional costs, and our failure
to achieve such levels could adversely impact our reputation, employee retention, and willingness of customers to do business with us.
Investor advocacy groups,
certain institutional investors, investment funds, lenders and other market participants, shareholders, and customers have focused increasingly
on the environmental, social, and governance (ESG) or “sustainability” practices of companies. These parties have ascribed
increased importance to the implications of the social cost of their investments. While we have not implemented significant new ESG initiatives,
we continue to monitor developments in this area and assess how ESG-related considerations may impact our business, operations, and long-term
strategy. Our approach remains focused on ensuring that any ESG-related initiatives we undertake align with our business objectives, regulatory
developments, and stakeholder expectations. As ESG standards and disclosure requirements evolve, we will continue to evaluate opportunities
to enhance our approach in a manner that is practical and value-driven for our company and shareholders.
A failure or perceived failure by us to set appropriate
goals and prioritize ESG practices could negatively impact our reputation, employee retention, and the willingness of our customers to
do business with us.
Exchange rate fluctuations between the U.S.
dollar and the Israeli shekel, the Euro and other non-U.S. currencies may negatively affect our earnings.
The U.S. dollar is our functional
and reporting currency. However, a significant portion of our operating expenses are incurred in Israeli shekels, or NIS. As a result,
we are exposed to the risk that the NIS may appreciate relative to the dollar, or, if the NIS instead devalues relative to the dollar,
that the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag behind
inflation in Israel. In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results
of operations would be adversely affected. To protect against an increase in the dollar-denominated value of expenses paid in NIS during
the year, we have instituted a foreign currency cash flow hedging program, which seeks to hedge a portion of the economic exposure associated
with our anticipated NIS-denominated expenses using derivative instruments. We expect that the substantial majority of our revenues will
continue to be denominated in U.S. dollars for the foreseeable future and that a significant portion of our expenses will continue to
be denominated in NIS. We cannot provide any assurances that our hedging activities will be successful in protecting us in full from adverse
impacts from currency exchange rate fluctuations since we only plan to hedge a portion of our foreign currency exposure, and we cannot
predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the NIS against the dollar. The NIS
depreciated relative to the U.S. dollar by 4.0%, 9.7% and 0.4% in 2022, 2023 and 2024, respectively. Because the NIS- U.S. dollar currency
exchange rate is often reflective of economic, political and military developments in Israel, the United States and the rest of the world,
future movements of that exchange rate are hard to predict. The annual rate of inflation in Israel amounted to 5.3%, 3.0%, and 3.2% in
2022, 2023, and 2024, respectively. If the dollar cost of our operations increases, our dollar-measured results of operations will be
adversely affected. See “ITEM 11. Quantitative and Qualitative Disclosures about Market Risk-Foreign Currency Risk.”
In addition, a material portion
of our leases are denominated in currencies other than the U.S. dollar, mainly in NIS. In accordance with a lease accounting standard,
which became effective on January 1, 2019, the associated lease liabilities will be remeasured using the current exchange rate in future
reporting periods, which may result in material foreign exchange gains or losses. See Note 2, “Significant Accounting Policies”,
to the consolidated financial statements included in Item 18 of this annual report for more details.
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Our business could suffer if we are unable
to attract and retain key employees.
Our success depends upon the
continued service and performance of our senior management and other key personnel. Our senior executive team is critical to the management
of our business and operations, as well as to the development of our strategies. The loss of the services of any of these personnel could
delay or prevent the continued successful implementation of our growth strategy, or our commercialization of new applications for our
systems and ink and other consumables or could otherwise affect our ability to manage our company effectively and to carry out our business
plan. Members of our senior management team may resign at any time. High demand exists for senior management and other key personnel in
our industry. There can be no assurance that we will be able to continue to retain such personnel. We have recently experienced changes
in senior personnel, notably, our EVP operations in December 2023 (replaced in July 2024), our Chief Marketing Officer (replaced in March
2024), our EVP corporate development in June 2024, our EVP R&D in December 2024 (replaced in January 2025) and certain changes in
our regional presidents’ roles. To the extent that we experience additional frequent changes in our leadership team (or the leadership
teams of our subsidiaries) going forward, that could adversely affect our performance in a material manner.
Our growth and success also
depend on our ability to attract and retain additional highly qualified scientific, technical, sales, managerial, operational, HR, marketing
and finance personnel. We compete to attract qualified personnel, and, in some jurisdictions in which we operate, the existence of non-competition
agreements between prospective employees and their former employers may prevent us from hiring those individuals or subject us to lawsuits
from their former employers. While we attempt to provide competitive compensation packages to attract and retain key personnel, some of
our competitors have greater resources and more experience than we have, making it difficult for us to compete successfully for key personnel.
At our primary location in Israel, the ongoing war has resulted in the calling into active duty of reservists, thereby reducing the available
workforce for key personnel. On the other hand, country-wide economic activity has slowed for periods of the war, thereby reducing demand
for skilled human capital in the Israeli market. If we cannot attract and retain sufficiently qualified technical employees for our research
and development operations on acceptable terms, we may not be able to continue to competitively develop and commercialize our solutions
or new applications for our existing systems. Further, any failure to effectively integrate new personnel could prevent us from successfully
growing our company.
Under applicable employment laws, we may
not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise
of some of our former employees.
We generally enter into non-competition
agreements with our employees. These agreements prohibit our employees, if they cease working for us, from competing directly with us
or working for our competitors or clients for a limited period. We may be unable to enforce these agreements under the laws of the jurisdictions
in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former
employees or consultants developed while working for us. For example, Israeli labor courts have required employers seeking to enforce
non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a
limited number of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s
trade secrets or other intellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent
our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be
diminished. As to our U.S. operations, on the U.S. federal level, there was movement in 2023 by federal agencies to make noncompete agreements
unenforceable in general. The Federal Trade Commission, or FTC, implemented a rule on April 23, 2024 to ban employers nationwide from
using non-compete agreements with their employees and independent contractors. On August 20, 2024, a federal district court issued an
order stopping the FTC from enforcing the rule. The FTC has appealed against that decision and in the meantime, the district court’s
decision does not prevent the FTC from addressing noncompete restrictions through case-by-case enforcement actions. In addition, the General
Counsel of the National Labor Relations Board issued a memo in March 2023 opining that many types of non-compete and non-solicitation
restrictions unlawfully interfere with employees’ protected rights under Section 7 of the National Labor Relations Act. If any of
these proposed new U.S. federal restrictions become and/or remain effective, or if any state in which we have operations continues to
expand restrictions or bans the use of non-compete restrictions, that could adversely impact our ability to protect our investment in
our key employees in our U.S. locations, and harm our competitive position.
14
We have a significant presence in international
markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future
growth.
We have a worldwide sales,
marketing and support infrastructure that is comprised of independent distributors and value-added resellers, and our own personnel resulting
in a global sales, marketing and support presence, including in North America, Western and Eastern Europe, the Asia Pacific region and
Latin America. We continue to evaluate our overall workforce in all areas, including sales, applications development, field support, marketing
and engineering and, in some cases, establish new relationships with agents, distributors or channel partners, particularly in markets
where we currently do not have a sales or customer support presence. As we continue to expand our international sales and operations,
we are subject to a number of risks, including the following:
● greater difficulty in enforcing contracts and accounts receivable collection, as well as longer collection periods;
● increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
● fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;
● greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities;
● general economic and political conditions in these foreign markets;
● management communication and integration problems resulting from cultural and geographic dispersion;
● the impact of Russia’s ongoing war against Ukraine and trade and monetary sanctions in response to such developments on the markets in which we operate;
● exposure to material disruptions to the global supply chain and to international shipping routes caused by Houthi attacks on marine vessels traversing the Red Sea;
● risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our solutions required in foreign countries, such as high import taxes in Brazil and other Latin American markets where we sell our products;
● greater risk of unexpected changes in regulatory practices, tariffs (including, without limitation, U.S.-China reciprocal tariffs), and tax laws and treaties;
● the uncertainty of protection for intellectual property rights in some countries;
15
● greater risk of a failure of employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act, or FCPA, the European Union General Data Protection Regulation, or GDPR (which broadened the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches promptly and obtain the consent of individuals on how their data can be used), the California Consumer Privacy Act, or CCPA (which imposes enhanced disclosure requirements for us vis-à-vis our interactions with customers that are residents of California), and any trade regulations ensuring fair trade practices; and
● heightened risk of unfair or corrupt business practices in certain regions and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements.
Any of these risks could adversely
affect our international operations, reduce our revenues from outside the United States or increase our operating costs, adversely affecting
our business, reputation, results of operations and financial condition and growth prospects. There can be no assurance that all of our
employees and channel partners will comply with the formal policies that we have in place and/or will implement them or will adhere to
all applicable laws and regulations. Violations of laws or key control policies by our employees and channel partners could result in
delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation
of our products and services and could have a material adverse effect on our business and results of operations.
We manufacture and sell products that may
create exposure to product liability, warranty liability, or personal injury claims and litigation that may harm our business and results
of operations.
Product quality and safety
issues could negatively impact consumer confidence in our brand and our business. Our products may not successfully achieve applicable
safety standards or customers’ expectations regarding safety or quality. Our products may contain or, be alleged to contain, components
containing hazardous materials that may present certain health, safety, or quality concerns. Additionally, from time to time, system errors
and/or deficiencies may be discovered in the design, manufacturing, assembling, labeling and product formulations of our systems, parts,
ink, and other consumables, and associated software. Hazardous materials, errors, and/or deficiencies may also be identified in materials,
components, and systems produced by others and used with or incorporated into our products. Some of these issues may not be apparent until
after certain products are installed or used by customers, including in circumstances where a product is first introduced, or a new version
is released. We expect that these errors or defects will be found from time to time in new or enhanced systems after commencement of commercial
distribution or upon software upgrades.
To the extent that any error,
deficiency, or hazardous component (which presents a safety concern) exists in any of our products and is not discovered and corrected
before a product is introduced to the market, such product could be unsafe and/or could cause damage, including property damage, personal
injury, or death. In such circumstances, the actual, potential, or perceived product safety concerns and/or defects in the manufacturing
or design, a failure to warn of dangers inherent in the product, negligence, or strict liability could expose us to litigation relating
to product liability, warranty liability, or personal injury, as well as government enforcement actions.
Such litigation could force
us to incur significant expenses, divert management’s time and attention, subject us to adverse publicity, and damage our reputation
and competitive position. A successful assertion of a claim against us may result in potentially significant monetary damages, penalties,
or fines and adversely affect sales of our products. Although we carry insurance policies covering this type of liability, these policies
may not provide sufficient protection should a claim be asserted against us. In addition, costs or payments made in connection with warranty
and product liability claims and system recalls could adversely affect our financial condition and results of operations in a material
manner. Product liability claims, injuries, defects, or other problems experienced by other companies in the digital printing industry
could lead to unfavorable market conditions for the industry as a whole.
16
We have acquired businesses and may acquire
other businesses and/or companies, which could require significant management attention, disrupt our business, dilute shareholder value,
and adversely affect our results of operations.
As part of our business strategy,
we have acquired businesses and may acquire or make investments in other complementary companies, products or technologies. If we are
unsuccessful at integrating such acquisitions or the technologies associated with such acquisitions, our revenues and results of operations
may be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process
successfully. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable
terms, if at all. If we complete other acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and
any acquisitions we complete could be viewed negatively by our customers, analysts and investors. In addition, we may not successfully
evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including
accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could
adversely affect our financial condition or the value of our ordinary shares. The sale of equity or issuance of debt to finance any such
acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations
and could also include covenants or other restrictions that would impede our ability to manage our operations.
We may be subject to additional tax liabilities
in the future as a result of audits of our tax returns.
We are subject to income taxes
principally in Israel, United States, Germany, Hong-Kong, United Kingdom, and Japan. Significant judgment is required in evaluating our
uncertain tax positions and determining our provision for income taxes, and if the relevant tax authority does not agree with the positions
that we take, we could be subject to tax audit and face significant tax liabilities, which could have a material adverse effect on our
results of operations. We were recently subject to such a tax audit for the years 2020 to 2021 by the Israeli Tax Authority, or ITA, in
respect of which we ultimately reached a settlement with the ITA. We account for income taxes in accordance with ASC 740, “Income
Taxes.” ASC 740, which prescribes the use of the liability method, whereby deferred tax asset and liability account balances are
determined based on differences between financial reporting and tax basis of assets and liabilities are measured using the enacted tax
rates that will be in effect when the differences are expected to reverse.
We account for uncertain tax
positions in accordance with ASC 740-10 two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate
the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is
more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution
of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than
50% (cumulative probability) likely to be realized upon ultimate settlement. We currently maintain reserves for uncertain tax positions.
If the potential tax liabilities in respect of which we have taken these reserves exceed the amount of those reserves, that may have a
material adverse effect on our results of operations. For more information on our tax positions please refer to Note 14 to our financial
statements that appear in Item 18 of this annual report.
We are subject to risks associated with the provision of KornitX
cloud-based software
KornitX is a subscription
software service for the management of on-demand production. We do not expect the KornitX offering to have a material impact
on our overall results of operations in the very near term; however, we believe that it nonetheless exposes us to several potential risks,
including the following:
● software bugs and defects that adversely impact our customer’s production processes;
● unauthorized access, data breaches and/or loss of customer data, including data regarding payment methods;
● use of unauthorized open-source software or other infringements of third-party intellectual property;
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● challenges providing support to software users; and
● challenges related to our required delivery of the service level agreements under the virtual supplier model that we utilize for our KornitX offering.
If any of the foregoing risks
materializes, our reputation may be adversely impacted, which could, in turn, adversely impact sales of our products and diminish customer
confidence in us.
We are subject
to litigation. Any current or future lawsuits to which we are subject may have a significant adverse effect on our financial condition
or profitability.
We
are currently subject to securities class action litigation (as described below in “ITEM 8.A Financial Information- Legal Proceedings-
Securities Class Action Lawsuit”) and could be subject to further litigation in the future.
We
can provide no assurance as to the outcome of any current or future lawsuits, and any such actions may result in judgments against us
for significant damages. Resolution of any such matters can be prolonged and costly, and the ultimate results or judgments are uncertain
due to the inherent uncertainty in litigation and other proceedings. Moreover, our potential liabilities are subject to change over time
due to new developments, changes in settlement strategy or the impact of evidentiary requirements. Regardless of the outcome, litigation
has resulted in the past, and may result in the future, in significant legal expenses and require significant attention and resources
of management. As a result, any present or future litigation could result in losses, damages and expenses that have a significant adverse
effect on our financial condition and profitability.
Risks Related to Intellectual Property
If we are unable to obtain patent protection
for our solutions or otherwise protect our intellectual property rights, our business could suffer.
The success of our business
depends on our ability to protect our proprietary technology and other intellectual property and to enforce our rights in that intellectual
property. We attempt to protect our intellectual property under patent, trademark, copyright and trade secret laws, and through a combination
of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection.
As of December 31, 2024, we
owned 54 issued patents in the United States and 27 provisional or pending U.S. patent applications, along with 41 pending non-U.S. patent
applications. We also had 42 patents issued in non-U.S. jurisdictions, and 5 pending Patent Cooperation Treaty patent applications, which
are counterparts of our U.S. patent applications. The non-U.S. jurisdictions in which we have issued patents or pending applications are
China, the European Union or European countries of the European Union including 3 Unitary Patents, Mexico, Israel, Canada, Australia,
South Africa, Japan and India. We may file additional patent applications in the future. The process of obtaining patent protection is
expensive, time-consuming, and uncertain, and we may not be able to pursue all necessary or desirable patent applications at a reasonable
cost or in a timely manner all the way through to the successful issuance of a patent. We may choose not to seek patent protection for
certain innovations and may choose not to pursue patent protection in certain jurisdictions. Furthermore, it is possible that our patent
applications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally
sought, that our issued patents will not provide us with any competitive advantages, and that our patents and other intellectual property
rights may be challenged by others through administrative processes or litigation resulting in patent claims being narrowed, invalidated,
or unenforceable. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention.
Our policy is to require our employees (and our consultants and service providers, including third-party manufacturers of our systems
and components, that develop intellectual property included in our systems) to execute written agreements in which they assign to us their
rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants
and service providers, their engagement to develop such intellectual property), but we cannot assure you that we have adequately protected
our rights in every such agreement or that we have executed an agreement with every such party. Finally, in order to benefit from the
protection of patents and other intellectual property rights, we must monitor and detect infringement and pursue infringement claims in
certain circumstances in relevant jurisdictions, all of which are costly and time-consuming. As a result, we may not be able to obtain
adequate protection or to effectively enforce our issued patents or other intellectual property rights.
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In addition to patents, we
rely on trade secret rights, copyrights, trademarks, and other rights to protect our proprietary intellectual property and technology.
Despite our efforts to protect our proprietary intellectual property and technology, unauthorized parties, including our employees, consultants,
service providers or customers, may attempt to copy aspects of our solutions or obtain and use our trade secrets or other confidential
information. We generally enter into confidentiality agreements with our employees, consultants, service providers, vendors, channel partners
and customers, and generally limit access to and distribution of our proprietary information and proprietary technology through certain
procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology
and may not provide an adequate remedy in the event of unauthorized use or disclosure of our intellectual property or technology. We cannot
assure that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual
property rights. In addition, the laws of some foreign countries where we sell or distribute our solutions do not protect intellectual
property rights and technology to the same extent as the laws of the United States, and these countries may not enforce these laws as
diligently as government agencies and private parties in the United States. Based on the 2024 report on intellectual property rights protection
and enforcement published by the Office of the United States Trade Representative, such countries included Argentina, Chile, China, India,
Indonesia, Russia, and Venezuela (designated as priority watch list countries).
If we are unable to protect our trademarks
from infringement, our business prospects may be harmed.
We own trademarks that identify
“Kornit”, “Kornit Digital”, “NeoPigment”, the “K” logo and “Konnect” logo,
and we have an additional trademark registration for the “Custom Gateway” logo, among others, and have registered these trademarks
in certain key markets. We further own trademark registrations and applications for VOXEL8, VOXEL8 logo, ACTIVEIMAGE, ACTIVELAB and ACTIVEMIX
in certain key markets. Although we take steps to monitor the possible infringement or misuse of our trademarks, third parties may violate
our trademark rights. Any unauthorized use of our trademarks could harm our reputation or commercial interests. Efforts to enforce our
trademarks may be expensive and time-consuming and may not effectively prevent infringement.
We may not register our trademark
rights in all the markets in which we sell our products, and our application to register our trademarks in various jurisdictions may be
opposed by third parties (as has occurred in the past), which could require investment of additional time and resources on our part in
order to secure registration of those rights. If we do not succeed, our trademarks will be exposed to infringement in a particular jurisdiction,
which could have various adverse effects on our operations in that jurisdiction.
We may become subject to claims of intellectual
property infringement by third parties or claims by third parties that our intellectual party rights are invalid and may be required to
indemnify our distributors or other third parties against such claims, which, regardless of their merit, could result in litigation, distract
our management and materially adversely affect our business, results of operations and financial condition.
We have in the past and may
in the future become subject to third-party claims that assert that our solutions, services and intellectual property infringe, misappropriate
or otherwise violate third-party intellectual property or other proprietary rights. We, in turn, will seek to assert the validity of our
intellectual property rights by any legal means that we deem necessary or appropriate in response to any actual or perceived threats.
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Intellectual property disputes
can be costly and disruptive to our business operations by diverting the attention and energies of management and key technical personnel,
and by increasing our costs of doing business. Even if a claim is not directly against us, our agreements with distributors generally
require us to indemnify them against losses from claims that our products infringe third-party intellectual property rights and entitle
us to assume the defense of any claim as part of the indemnification undertaking. Our assumption of the defense of such a claim may result
in similar costs, disruption and diversion of management attention to that of a claim that is asserted directly against us. We may not
prevail in any such dispute or litigation, and an adverse decision in any legal action involving intellectual property rights could harm
our intellectual property rights and the value of any related technology or limit our ability to execute our business.
Adverse outcomes in intellectual
property disputes could:
● require us to redesign our technology or force us to enter into costly settlement or license agreements on terms that are unfavorable to us;
● prevent us from manufacturing, importing, using, or selling some or all of our solutions;
● disrupt our operations or the markets in which we compete;
● impose costly damage awards;
● require us to indemnify our distributors and customers; and
● require us to pay royalties.
We may become subject to claims for remuneration
or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
A significant portion of our
intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967,
or the Patent Law, inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company
are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer
giving the employee proprietary rights. The Patent Law also provides under Section 134 that if there is no agreement between an employer
and an employee as to whether the employee
is entitled to consideration
for service inventions, and to what extent and under which conditions, the Israeli Compensation and Royalties Committee, or the Committee,
a body constituted under the Patent Law, shall determine these issues. Section 135 of the Patent Law provides criteria for assisting the
Committee in making its decisions. According to case law handed down by the Committee, an employee’s right to receive consideration
for service inventions is a personal right and is entirely separate from the proprietary rights in such invention. Therefore, this right
must be explicitly waived by the employee. A decision handed down in May 2014 by the Committee clarifies that the right to receive consideration
under Section 134 can be waived and that such waiver can be made orally, in writing or by behavior like any other contract. The Committee
will examine on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general
Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, nor the criteria
or circumstances under which an employee’s waiver of his right to remuneration will be disregarded. Similarly, it remains unclear
whether waivers by employees in their employment agreements of the alleged right to receive consideration for service inventions would
be declared as void being a depriving provision in a standard contract. We generally enter into assignment-of-invention agreements with
our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or
engagement with us. Although our employees have agreed to assign to us service invention rights and have specifically waived their right
to receive any special remuneration for such service inventions beyond their regular salary and benefits, we may face claims demanding
remuneration in consideration for assigned inventions.
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Risks Related to Our Ordinary Shares
Our share price may be volatile.
The market price of our ordinary
shares has been volatile in recent years. It may continue to fluctuate substantially as a result of many factors, including:
● actual or anticipated variations in our and/or our competitors’ results of operations and financial condition;
● variance in our financial performance from the expectations of market analysts;
● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions, strategic relationships or expansion plans;
● changes in the prices of our solutions;
● our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase programs and/or any other share repurchase program which may be approved in the future;
● our sale of ordinary shares or other securities in the future;
● market conditions in our industry;
● changes in key personnel;
● the trading volume of our ordinary shares;
● changes in the estimation of the future size and growth rate of our markets; and
● general economic and market conditions.
In addition, in recent years,
the stock markets have sometimes experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm
the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the
market price of a company’s securities, securities class action litigation has often been instituted against that company. We, too,
along with certain of our current and former executives, and, in one case, our directors, the underwriters for our November 2021 follow-on
public offering and Amazon, have been made subject to such securities class action litigation, which alleges that we made misrepresentations
and omissions in our public statements and disclosures in violation of the Exchange Act and Rule 10b-5 promulgated thereunder. If these
actions or any similar litigation against us are not dismissed or settled at their early stages, we could incur substantial costs and
our management’s attention and resources could be diverted.
We have never paid cash dividends on our share capital, and we
do not anticipate paying any cash dividends in the foreseeable future.
We have never declared or
paid cash dividends on our share capital, nor do we anticipate paying any cash dividends on our share capital in the foreseeable future.
We currently intend (subject to any extraordinary market conditions that might arise) to retain all available funds and any future earnings
to fund the development and growth of our business. As a result, capital appreciation, if any, of our ordinary shares should be investors’
principal expected source of gain for the foreseeable future. To the extent that volatile or depressed market conditions reduce the trading
price of our ordinary shares substantially for an extended period of time, we have in the past used and may continue in the future using
a portion of our cash reserves for share repurchases. In addition to considerations related to corporate finance, Israeli law limits our
ability to declare and pay dividends and may subject our dividends to Israeli withholding taxes.
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There are risks associated with our share
repurchase programs.
Our board of directors approved
our new share repurchase program in September 2024, under which we can repurchase up to $100 million of our outstanding ordinary shares.
Under the new program, purchases can be made by way of a variety of methods, including open market purchases, privately negotiated transactions
or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act. We have affected
share repurchases under the new share repurchase program by way of an accelerated share repurchase agreement with Goldman Sachs International,
under which we repurchased $75 million of the $100 million authorized under the new program through the assistance of Goldman Sachs, in
large repurchases that occurred in November 2024, December 2024 and February 2025— totaling 2,467,206 ordinary shares, in the aggregate.
Our share repurchase program may reduce the public float of shares available for trading on a daily basis and may cause volatility in
the price of our ordinary shares. Our repurchases may be limited, suspended, or terminated at any time without prior notice. There can
be no assurance that we will repurchase any specific amount of ordinary shares under our share repurchase program or that any future repurchases
will have a positive impact on our share price or profitability. Important factors that could cause us to discontinue or decrease our
share repurchases include, among others, unfavorable market conditions, the market price of our ordinary shares, the nature of other investment
or strategic opportunities presented to us, the rate of dilution of our equity compensation programs, our ability to make appropriate,
timely, and beneficial decisions as to when, how, and whether to purchase shares under the share repurchase program, the tax consequences
of any repurchases (including the potential impact of the 1% excise tax on certain share repurchases), and the availability of funds necessary
to continue purchasing shares. If we curtail or suspend our share repurchase program, our share price may be negatively affected.
As a foreign private issuer whose shares
are listed on the Nasdaq Global Select Market, we may follow certain home country corporate governance practices instead of otherwise
applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic
U.S. issuers.
As a foreign private issuer
whose shares are listed on the Nasdaq Global Select Market, we are permitted to follow certain home country corporate governance practices
instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. We currently follow Israeli home
country practices with regard to (i) the quorum requirement for shareholder meetings (25%, which is less than the one-third minimum required
under the Nasdaq rules), (ii) the independent director oversight requirement for director nominations (the board as a whole, rather than
an entirely independent nominating committee or only the independent directors, handles this under Israeli law), and (iii) shareholder
approval for the issuance of ordinary shares or other securities to officers, directors, employees or consultants under an equity compensation
plan or arrangement, or for the adoption of, or a material amendment to, such a plan or arrangement (Israeli law only requires shareholder
approval generally for a grant under a plan or arrangement for directors or the chief executive officer). See “ITEM 16G. Corporate
Governance.” Furthermore, we may in the future elect to follow Israeli home country practices in lieu of the Nasdaq requirements
on other matters, such as the requirement to hold separate executive sessions of independent directors or to obtain shareholder approval
for certain dilutive events (such as for issuances that will result in a change of control of the company, certain transactions other
than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of
another company). Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq corporate governance
rules. Following our home country governance practices as opposed to the requirements that would otherwise apply to a United States company
listed on Nasdaq may provide less protection than is accorded to investors of domestic issuers. See “ITEM 16G. Corporate Governance.”
As a foreign private issuer, we are not
subject to the U.S. proxy rules and are exempt from filing certain Exchange Act reports.
As a foreign private issuer,
we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers.
In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial
statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act
and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act. These exemptions and leniencies will reduce
the frequency and scope of information and protections to which you are entitled as an investor.
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We would lose our foreign
private issuer status if a majority of our directors or executive officers are U.S. citizens or residents, and we fail to meet additional
requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory
provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us
under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required
to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive
than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including
the requirement to disclose more detailed information about the compensation of our senior executive officers on an individual basis.
We may also be required to modify certain of our policies to comply with governance practices associated with U.S. domestic issuers. In
addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that
are available to foreign private issuers. Such additional required compliance would involve additional costs.
The market price of our ordinary shares
could be negatively affected by future sales of our ordinary shares.
Future sales by us or our
shareholders of a substantial number of ordinary shares in the public market, or the perception that these sales might occur, could cause
the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or to pay for
acquisitions using, our equity securities.
Amazon is entitled to certain
registration rights with respect to the 3,401,028 ordinary shares underlying new warrants that we issued to its affiliate on September
14, 2020, pursuant to a transaction agreement that we entered into with Amazon on that day. All shares sold pursuant to an offering covered
by a registration statement will be freely transferable except if purchased by an affiliate. See “ITEM 10.C- Material Contracts-
Agreements with Amazon- Transaction Agreement and Warrant” in this annual report.
In addition, 2,580,694 ordinary
shares are issuable under currently vested and exercisable share options and unvested restricted share units, or RSUs, in the aggregate,
granted to employees and office holders as of December 31, 2024. We have filed registration statements on Form S-8 under the Securities
Act registering our potential issuance of those ordinary shares under our share incentive plans, of which, as of December 31, 2024, there
were options and RSUs to purchase an aggregate of 4,696,089 shares outstanding. Shares included in such registration statements may be
freely sold in the public market upon issuance, except for shares held by affiliates who have certain restrictions on their ability to
sell.
As a public company, we are required to
devote substantial time towards maintaining the effectiveness of our internal controls and to other compliance initiatives and corporate
governance practices.
We incur significant legal,
accounting and other expenses as a public company. Applicable U.S. securities laws and regulations and the listing requirements of the
Nasdaq Stock Market impose various requirements on public companies, including the establishment and maintenance of effective disclosure
and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount
of time to these compliance initiatives.
In particular, we are required
to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify
financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial
reporting. Additionally, as we are no longer an emerging growth company and qualify as a large accelerated filer, we must include an attestation
report on internal control over financial reporting issued by our independent registered public accounting firm.
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To maintain the effectiveness
of our disclosure controls and procedures and our internal control over financial reporting, we expect that we will need to continue enhancing
existing, and implement new, financial reporting and management systems, procedures and controls to manage our business effectively and
support our growth in the future. The process of evaluating our internal control over financial reporting requires an investment of substantial
time and resources, including by our Chief Financial Officer and other members of our senior management. As a result, this process may
divert internal resources and take a significant amount of time and effort to complete. Additionally, as part of management assessments
of the effectiveness of our internal control over financial reporting required by Section 404(a) of the Sarbanes-Oxley Act, our management
may conclude that our internal control over financial reporting is not effective due to our failure to cure any identified material weakness
or otherwise, which would require us to employ remedial actions to implement effective controls. If we identify material weaknesses in
our internal control over financial reporting, if we are unable to comply with the requirements of Section 404(a) or 404(b) in a timely
manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting
firm is unable to express an opinion or issues an adverse opinion in its attestation as to the effectiveness of our internal control over
financial reporting required by Section 404(b), investors may lose confidence in the accuracy and completeness of our financial reports
and the trading price of our ordinary shares could be negatively affected. We could also become subject to investigations by the stock
exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management
resources.
Irrespective of compliance
with Sections 404(a) and 404(b), any failure of our internal controls could have a material adverse effect on our stated results of operations
and harm our reputation. In order to implement changes to our internal control over financial reporting triggered by a failure of those
controls, we could experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after
the implementation of these changes.
Our U.S. shareholders may suffer adverse
tax consequences if we are classified as a passive foreign investment company.
Generally, if for any taxable
year 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets (which may be determined
in part by the market value of our ordinary shares, which is subject to change) are held for the production of, or produce, passive income,
we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Based on historic and
certain estimates of our gross income, gross assets and market capitalization (which may fluctuate from time to time) and the nature of
our business, we believe we were not a PFIC for the taxable year ended December 31, 2024. Because PFIC status is based on our income,
assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for our
2025 taxable year until after the close of the year. Furthermore, because the value of our gross assets is likely to be determined in
part by reference to our market capitalization, a decline in the value of our ordinary shares may result in our becoming a PFIC. There
can be no assurance that we will not be considered a PFIC for any taxable year. If we are characterized as a PFIC, our U.S. shareholders
may suffer adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary income, rather
than as capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are
U.S. Holders (as defined in “ITEM 10.E Taxation and Government Programs-U.S. Federal Income Taxation”), and having interest
charges apply to distributions by us and the proceeds of sales of our ordinary shares. Certain elections exist that may alleviate some
of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-to-market treatment) of our ordinary
shares. For a more detailed discussion, see “ITEM 10.E Taxation and Government Programs - U.S. Federal Income Taxation - Passive
Foreign Investment Company Considerations.”
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Certain U.S. holders of our ordinary shares
may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a “controlled foreign corporation”,
or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended, or the Code.
A non-U.S. corporation is
considered a CFC if more than 50 percent of (1) the total combined voting power of all classes of stock of such corporation entitled to
vote, or (2) the total value of the stock of such corporation; is owned, or is considered as owned by applying certain constructive ownership
rules, by United States shareholders who own stock representing 10% or more of the vote or 10% or more of the value on any day during
the taxable year of such non-U.S. corporation (“10% U.S. Shareholders”). Generally, a 10% U.S. Shareholder of a CFC is required
to include currently in gross income such 10% U.S. Shareholder’s share of the CFC’s “Subpart F income”, a portion
of the CFC’s earnings to the extent the CFC holds certain U.S. property, and certain other items under the Tax Cuts and Jobs Act
of 2017, or the Tax Act. Such 10% U.S. Shareholders are subject to current U.S. federal income tax with respect to such items, even if
the CFC has not made an actual distribution to such shareholders. “Subpart F income” includes, among other things, certain
passive income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces
such types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related
to the CFC.
Certain changes to the CFC
constructive ownership rules introduced by the Tax Act may cause one or more of our non-U.S. subsidiaries to be treated as CFCs, may also
impact our CFC status and, thus, may affect holders of our common shares that are United States shareholders. For 10% U.S. Shareholders,
this may result in adverse U.S. federal income tax consequences, such as current U.S. taxation of Subpart F income and of any such shareholder’s
share of our accumulated non-U.S. earnings and profits (regardless of whether we make any distributions), taxation of amounts treated
as global intangible low-taxed income under Section 951A of the Code with respect to such shareholder, and being subject to certain reporting
requirements with the U.S. Internal Revenue Service. Any 10% U.S. Shareholder should consult its own tax advisors regarding the U.S. tax
consequences of acquiring, owning, or disposing our common shares and the impact of the Tax Act, especially the changes to the rules relating
to CFCs.
If equity research analysts do not publish
research or reports about our business or if analysts, including short sellers, issue unfavorable commentary or downgrade our ordinary
shares, the price of our ordinary shares could decline. Additionally, we may fail to meet publicly announced financial guidance or other
expectations about our business, which would cause our ordinary shares to decline in value.
The trading market for our
ordinary shares relies in part on the research and reports that equity research analysts publish about us, our business and our markets.
The price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if one or more of those
analysts issue other unfavorable commentary or cease publishing reports about us or our business. The market price for our ordinary shares
has been in the past, and may be in the future, materially and adversely affected by allegations made in reports issued by short sellers
regarding our business model, our management and our financial accounting. If our financial results for a particular period do not meet
our guidance or if we reduce our guidance for future periods, the market price of our ordinary shares may decline.
Risks Related to Our Operations in Israel
Our headquarters, manufacturing and other
significant operations are located in Israel and, therefore, our results may be adversely affected by political, economic and military
instability in Israel.
Our headquarters, research
and development and manufacturing facility, and the primary manufacturing facilities of our third-party manufacturers, are located in
Israel. In addition, the majority of our key employees, officers and directors are residents of Israel.
Israel has been engaged in
a war with Hamas, a terrorist organization based in the Gaza Strip on Israel’s southern border, and until recently, was similarly
engaged in a military conflict with Hezbollah, a terrorist organization based in Lebanon on Israel’s northern border, in each case
since October 7, 2023. Each such terrorist group has been sponsored by Iran. Iran itself, and other Iranian-sponsored terrorist organizations
in the Middle East, including the Houthi terrorist militia in Yemen, have also launched aerial strikes against Israel, and Israel has
responded with counter-attacks. The future intensity and duration of the war and additional hostilities are difficult to predict, as are
the related economic implications on our business and operations and on Israel’s economy in general.
25
The duration of the war thus far has led to a downgrade in Israel’s
credit rating by rating agencies such as the downgrade by Moody’s of Israel’s credit rating from A1 to Baa1, as well as the
downgrade of its outlook rating from “stable” to “negative,” while S&P Global lowered Israel’s long-term
credit rating from A+ to A and downgraded its short-term credit rating from A-1+ to A-1, with a “negative” outlook on the
long-term rating.
As of the date of this annual
report, none of our facilities or infrastructure have been damaged nor have our supply chains been significantly impacted since the war
broke out. However, an even further prolonged or intensified war could result in further military reserve duty call-ups as well as irregularities
to our supply chain and our ability to ship products from Israel, which could disrupt our operations.
Our commercial insurance does
not cover losses that may occur as a result of an event associated with the security situation in the Middle East, as well as acts of
terror. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by
terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient
to compensate us fully for damages incurred. Any losses or damage incurred by us could have a material adverse effect on our business.
While we have commenced implementation of a business continuity plan which provides for alternative sites outside of Israel, there can
be no assurance that such plan will be successful. Any armed conflict involving Israel could adversely affect our operations and results
of operations.
Several countries, principally
in the Middle East, restrict doing business with Israel and Israeli companies. While some of these countries are eliminating these constraints,
additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political
instability in the region continues or increases. Although the recent Abraham Accords have enhanced Israel’s relations with certain
countries in the Middle East (i.e., the United Arab Emirates, Bahrain, Morocco and Sudan), an ongoing state of hostility vis-à-vis
other countries, varying in degree and intensity, has caused security and economic challenges for Israel. In addition, there have been
increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions,
particularly if they become more widespread, may adversely impact our ability to sell and service our solutions.
The shipping and delivery
of our systems and ink and other consumables from our manufacturing facilities and those of our third-party manufacturers in Israel could
also be delayed or interrupted by political, economic, military, and other events outside of our reasonable control, including labor strikes
at ports in Israel or at ports of destination, military attacks on transportation facilities or vessels, and severe weather events. In
addition to attacking Israel, the Houthi terrorist militia in Yemen has also been attacking ships in the Red Sea as part of the current
hostilities in an effort to deter ships from reaching the southern Israeli port of Eilat. We have implemented business contingency plans
to mitigate the risk that we may be prevented from delivering or providing our systems, consumables and services from our Israeli facilities
to various global regions in which our customers are located, by increasing inventory levels for our systems and consumables in those
localized regions. Nevertheless, even those increased inventory levels could turn out to be insufficient to meet our customer needs should
our Israeli capabilities be damaged or shut down due to the ongoing military conflicts involving Israel. If delivery and installation
of our products is delayed or prevented by any such events, our revenues could be materially and adversely impacted.
The tax benefits that are available to us
under Israeli law require us to meet various conditions and may be terminated or reduced in the future, which could increase our costs
and taxes.
We are eligible for certain
tax benefits provided to “Benefited Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 1959,
or the Investments Law, until 2018. Beginning in January 2019, and with respect to our taxable results from 2019 onwards, we and our Israeli
subsidiary are furthermore eligible to apply the terms of the Investments Law as they relate to a “Preferred Enterprise,”
or PE, and/or a “Preferred Technological Enterprise,” or PTE. In order to remain eligible for the tax benefits for Benefited
Enterprises for our Israeli subsidiary’s taxable results until 2018, and for its taxable results from 2019 onwards with respect
to a PE or PTE, we must continue to meet certain conditions stipulated in the Investments Law and its regulations, as amended. If these
tax benefits are reduced, cancelled, or discontinued, our Israeli taxable income would be subject to regular Israeli corporate tax rates
and we may be required to refund any tax benefits that we have already received, plus interest and penalties thereon. The statutory corporate
tax rate for Israeli companies is 23% from January 1, 2018, and onward. Additionally, if we increase our activities outside of Israel
through acquisitions or otherwise through our Israeli subsidiary, our existing or expanded activities might not be eligible for inclusion
in existing or future Israeli tax benefit programs. The Israeli government may furthermore independently determine to reduce, phase out,
or eliminate entirely the benefit programs under the Investments Law, regardless of whether we then qualify for benefits under those programs
at the time, which would also adversely affect our global tax rate and our results of operations. See “ITEM 5. Operating and Financial
Review and Prospects- Taxation and Israeli Government Programs Applicable to our Company - Law for the Encouragement of Capital Investments,
5719-1959.”
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We have received and may receive further
Israeli government grants for certain research and development activities. The terms of those grants restrict our ability to transfer
manufacturing operations or technology outside of Israel.
Our research and development
efforts have been financed in part through grants from the Israeli National Authority for Technological Innovation, or the Innovation
Authority (previously known as the Israeli Office of the Chief Scientist). Prior to 2015, we received various grants from the Innovation
Authority, all of which we repaid. In 2021, 2022, 2023, and 2024, we received new commitments from the Innovation Authority for non-royalty
bearing grants to reimburse us for up to 55% of our research and development expenses in connection with certain projects, in amounts
of NIS 2 million, NIS 3.6 million, NIS 2.6 million, and NIS 1.2 million, respectively (approximately $0.7 million, $1 million, $0.7 million,
and $0.3 million), in the aggregate. To date, we have received from the Innovation Authority NIS 4 million (approximately $1.1 million)
of this new committed amount. We must comply with the requirements of the Encouragement of Research, Development and Technological Innovation
in the Industry Law, 5744-1984 (formerly known as the Law for the Encouragement of Research and Development in Industry 5744-1984), and
related regulations, collectively referred to as the Innovation Law, in connection with that new funding and any past funding that we
had received from the Innovation Authority.
When a company develops know-how,
technology or products and related services using grants provided by the Innovation Authority, the terms of those grants and the Innovation
Law, among others, restrict the transfer outside of Israel of (i) such Innovation Authority-supported know-how (including by a way of
license for research and development purposes), (ii) manufacturing or manufacturing rights of such products, and (iii) such technologies,
without the prior approval of the Innovation Authority. We may not receive those approvals.
The restrictions set forth
under the Innovation Law, to which we are subject (even after repaying grants we have received) include:
● Transfer of know-how outside of Israel. Transfer of the know-how that was developed with the funding of the Innovation Authority outside of Israel requires prior approval of the Innovation Authority, and, if approved, will require the payment of a redemption fee, which cannot exceed 600% of the grant amount plus interest. Upon payment of such fee, the know-how and the production rights for the products supported by such funding cease to be subject to the Innovation Law.
● Local manufacturing obligation. The terms of the grants under the Innovation Law require that the manufacturing of products resulting from the Innovation Authority funded programs are carried out in Israel, unless a prior written approval of the Innovation Authority is obtained. Such approval may be given in special circumstances and upon the fulfillment of certain conditions set forth in the Innovation Law, including payment of increased royalties. Such approval is not required for the transfer of less than 10% of the manufacturing capacity in the aggregate, and in such an event, a notice to the Innovation Authority is required.
● Certain reporting obligations. A recipient of a grant or a benefit under the Innovation Law is required to notify the Innovation Authority of events enumerated in the Innovation Law.
These
restrictions and requirements for payment may impair our ability to sell our technology assets outside of Israel or to outsource or transfer
manufacturing activities with respect to any product or technology outside of Israel; however, they do not restrict the export of our
products that incorporate know-how funded by the Innovation Authority. Furthermore, the consideration available to our shareholders in
a sale transaction involving the actual transfer outside of Israel of technology or know-how developed with funding by the Innovation
Authority pursuant to a merger or similar transaction may be reduced by any amounts that we are required to pay to the Innovation Authority.
Failure to comply with the requirements under the Innovation Law may subject us to mandatory repayment of grants received by us, together
with interest and penalties, as well as expose us to criminal proceedings.
27
Provisions of Israeli law and our articles
may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are
favorable to us and our shareholders.
Israeli corporate law regulates
mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving
directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example,
a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses
from the holders of at least 95% of the issued share capital, otherwise, the acquirer may not own more than 90% of a company’s issued
and outstanding share capital. Completion of the tender offer also requires approval of a majority in number of the offerees that do not
have a personal interest in the tender offer, unless at least 98% of the company’s outstanding shares are tendered. Furthermore,
the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender offer
that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within six months following the completion
of the tender offer, petition an Israeli court to alter the consideration for the acquisition. See “Articles of Association - Acquisitions
under Israeli Law” in Exhibit 2.2 to this annual report.
Our articles provide that
our directors (other than external directors, to the extent there are any serving at the time) are elected on a staggered basis, such
that a potential acquirer cannot readily replace our entire board of directors at a single annual general shareholder meeting.
Furthermore, Israeli tax considerations
may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel
exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent
as U.S. tax law. With respect to mergers involving an exchange of shares, Israeli tax law allows for tax deferral in certain circumstances
but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years
from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions.
Moreover, with respect to certain share swap transactions in which the sellers receive shares in the acquiring entity that are publicly
traded on a stock exchange, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition
of such shares has occurred. In order to benefit from the tax deferral, a pre-ruling from the Israel Tax Authority, or the ITA, might
be required.
It may be difficult to enforce a judgment
of a U.S. court against us or our officers and directors, to assert U.S. securities laws claims in Israel or to serve process on our officers
and directors.
We are incorporated in Israel.
The majority of our directors and executive officers reside outside of the United States, and most of our assets and most of the assets
of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including
a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and
may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United
States or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based
on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim.
In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the
claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can
be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case
law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us
in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. It may be difficult to enforce a judgment
of a U.S. court against us, our officers and directors or the Israeli experts named in this prospectus supplement in Israel or the United
States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
28
Your rights and responsibilities as a shareholder
are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.
The rights and responsibilities
of the holders of our ordinary shares are governed by our articles and by Israeli law. These rights and responsibilities differ in some
material respects from the rights and responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder of an
Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards
the company and other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at
a general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s
authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval. In addition, a shareholder
who is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a
director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist
us in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional
obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.