A. Reserved
B. Capitalization and Indebtedness
Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
D. Risk Factors
Investing in our ordinary shares involves a high degree of risk
and uncertainty. You should carefully consider the risks and uncertainties described below before investing in our ordinary shares. If
any of the following risks actually occur, our business, prospects, financial condition, and results of operations could be materially
harmed. In that case, the value of our ordinary shares could decline substantially, and you could lose all or part of your investment.
These risks include, but are not limited to, the following:
Risks Relating to Our Business and Our Market
A significant portion of our 2025 revenue was
attributable to a small number of customers.
We depend on a limited number of customers for a significant portion
of our revenue, and the loss of any such customer, or a reduction in purchases, could materially adversely affect our business, financial
condition, and results of operations. This customer concentration risk increased in 2025 following the acquisition of our major U.S. satellite
telecommunications customer by our major European satellite telecommunications customer. In 2025, a significant portion of our revenue
was attributable to the major European customer, the major U.S. customer, and the Peruvian customer, PRONATEL. Sales to PRONATEL, to the
European customer, and to the U.S. customer accounted for approximately 14%, 24%, and 20% of our revenue for the year ended December 31,
2025, respectively, with sales to the U.S. customer attributable to the period prior to the acquisition. Collectively, the European and
the U.S. customers accounted for approximately 44% of our revenue in 2025.
If we fail to deliver in a timely manner upon any of our large
contracts or if any of these or other large customers were to terminate their existing contracts with us or substantially reduce the services
or quantity of products they purchase from us, our revenues and operating results could be materially adversely affected.
A failure to deliver on our large-scale projects
in a timely and cost-effective manner, or a delay in collecting payments due to us in connection with any such projects, could have a
significant adverse impact on our operating results.
We have been awarded a number of large-scale projects by our customers,
including foreign governments, such as the Peruvian PRONATEL Regional Projects in 2015 and in 2018, and the recent 2025 upgrade project
of Regional Broadband Infrastructure, as well as contracts with a major U.S. satellite telecommunication company, and with a large U.S.
system integrator and a government-owned Telco. As a result of the acquisition of SBS, we have increased the number of large-scale projects
with an existing major U.S. satellite telecommunication customer, which recently completed its merger with a major European telecommunications
customer. While we have successfully implemented large-scale network infrastructure projects and operations, PRONATEL Regional Projects,
as well as other projects, are complex and require third-party cooperation. Additionally, the delivery of our large-scale projects requires
us to invest significant funds in order to obtain bank guarantees and requires us to incur significant expenses before we receive full
payment from our customers. Furthermore, SBS, is required to meet high-volume production and delivery demands. Failure to execute these
projects in an economical manner within the projects’ budgets and schedules could result in significant penalties, impact our ability
to receive and recognize the expected revenues, reduce our cash balance, and cause us losses, which would significantly adversely impact
our operating results. If we fail to complete or deliver on time in accordance with our commitments, we could incur significant penalties,
which would have a material adverse effect on our business and financial results.
1
Our SBS subsidiary may face difficulties as
it continues to scale up its production and delivery capabilities.
Our SBS subsidiary depends on its ability to meet high-volume and
delivery requirements for its Sidewinder IFC terminal to achieve its revenue goals. This requires SBS to ramp up production and allocate
sufficient resources and management time to reach manufacturing and delivery levels, while maintaining quality goals and budget constraints.
Failure to ramp up production to meet existing and growing demand may result in penalties, reputational damage, limitations on our ability
to enter new contracts, and even the termination of existing contracts. If we fail to effectively and economically scale our production
and delivery capabilities to meet the needs of existing and future customers, our business, financial condition, and operating results
could be adversely affected.
Advances in Artificial Intelligence, or AI, and related technologies
could disrupt our markets, intensify competition, and adversely affect demand for our products and services.
The communications and satellite communications markets are likely
to experience rapid technological change, including increased adoption of AI and automation across network planning, optimization, operations,
and customer-support functions. AI-enabled tools may reduce technical expertise, development time, and capital required to design, integrate,
and operate network solutions. As a result, new entrants, potentially including software-focused companies, non-traditional communications
providers, and well-capitalized technology firms, may be able to enter certain segments of our markets more quickly and compete more effectively
against established providers.
AI may also enable our existing competitors, customers, and end-users
to narrow technological gaps, accelerate product development cycles, and deploy "home-grown" solutions that reduce or eliminate their
reliance on third-party vendors such as us. For example, satellite operators, service providers, system integrators, and enterprises or
governmental customers may increasingly seek to develop or internalize functions currently performed by our products and services (including
network management, performance optimization, automation, and certain operational or support activities), or may leverage AI to integrate
alternative solutions more efficiently. If we are unable to anticipate these shifts, maintain the competitiveness of our offerings, or
demonstrate differentiated value in this evolving environment, our revenues, margins, and market position could be materially adversely
affected.
In addition, increased use of AI across our operations and product
development may introduce new operational, legal, and reputational risks. AI-related incidents could include use of third-party models
or data in ways that raise intellectual property or contractual issues; errors or unintended outcomes in AI-assisted design, testing,
or operational processes; and increased cybersecurity threats from AI-enabled attack techniques. Any of these developments could increase
our costs, require changes to our business practices, impair our ability to serve customers, or expose us to claims, regulatory scrutiny,
or reputational harm.
In the past, we incurred major losses, and we may not be able to
continue to operate profitably in the future.
We achieved net income in the fiscal years 2023 through 2025, but
incurred major losses in a number of years prior to 2023. As of December 31, 2025, we have an accumulated deficit of $614.7 million.
We cannot assure you that we can operate profitably in the future. If we do not continue to operate profitably, our share price will decline,
and our company's viability will be in question.
Our available cash balance may decrease in
the future if we cannot generate cash from operations.
Our cash, cash equivalents, short-term deposits, and restricted
cash as of December 31, 2025, were $185.4 million compared to $120.2 million as of December 31, 2024. Our positive cash flow (including
restricted cash) from operating activities was approximately $20.7 million, $31.7 million, and $31.9 million in the years ended December
31, 2025, 2024 and 2023, respectively. If we do not generate sufficient cash from operations, including from our large-scale projects,
our cash balance will decline, and the unavailability of cash could have a material adverse effect on our business, operating results,
and financial condition.
Our available cash balance increased substantially in late 2025,
primarily due to the successful completion of two private placements totalling approximately $66 million in September and $100 million
in December 2025. A portion of the proceeds from these private placements was used to fully repay the loan that had been taken to partly
fund the acquisition of SBS.
2
SBS is expected to continue and require significant working capital,
which may reduce our available cash balance and adversely affect our cash flow and operating results.
The delivery of our large-scale projects requires us to invest
significant funds to obtain bank guarantees and surety bonds, and may also require us to incur significant expenses before we receive
full payment from our customers. If we fail to obtain such funds on favorable terms in the future, we will not be able to meet our
commitments, and our cash flow and operational results may be adversely affected.
If the GEO satellite communications markets
fail to grow, and we fail to increase our foothold in the NGSO market, our business could be materially harmed.
The movement towards NGSO satellite constellation networks, particularly
SpaceX’s Starlink and Amazon Leo (previously Amazon’s Project Kuiper), may significantly reduce the market size for geostationary
satellite, or GEO, technology and services. These NGSO networks offer high-speed, low-latency internet services globally, including
in underserved and remote areas, posing a substantial competitive threat to our customers.
Starlink has rapidly expanded its presence, with over 9 million
active customers at the end of 2025. Its ability to provide competitive bandwidth and latency at reasonable prices has disrupted traditional
internet service providers, compelling them to reevaluate their pricing structures and upgrade existing infrastructure. This disruption
poses a substantial risk to our customers, who may struggle to maintain their market positions and profitability in the face of such aggressive
competition.
Amazon Leo plans to deploy more than 3,000 satellites in Low Earth
Orbit, or LEO, with commercial service expected to commence following the deployment of the initial tranche of its satellite constellation,
potentially beginning in the coming years. The anticipated rollout and expansion of Amazon Leo could further intensify the competitive
landscape, challenging our customers’ ability to retain their market share and attract new users.
Growth in terrestrial capacity, especially fiber-optic and
point-to-point microwave networks, may cause fixed network customers to shift from satellite services or limit our ability to attract
new customers. Because terrestrial transmission is generally less expensive, its continued expansion may reduce demand for certain fixed
satellite-based services. optic and point-to-point microwave networks, may cause fixed-network customers to shift from satellite services
or limit our ability to attract new customers. Because terrestrial transmission is generally less expensive, its continued expansion may
reduce demand for certain fixed satellite-based services.
If commercial satellite communications markets do not expand, or
if we fail to grow our NGSO presence, our business could be materially harmed. Expansion of NGSO markets may also reduce demand for GEO
satellite capacity. As most of our revenues depend on satellite-based networks, equipment, and related services, any significant market
decline or replacement of VSAT and other satellite technologies by alternatives could materially harm our business and the value of our
shares.
Because we compete for large-scale contracts
in competitive bidding processes, losing a small number of bids or a decrease in the revenues generated from our large-scale projects
could have a significant adverse impact on our operating results.
A significant portion of our revenue is derived from large-scale
contracts that we are awarded from time to time in competitive bidding processes. The bidding process sometimes requires us to make significant
investments upfront, while the final award is not assured. These large-scale contracts sometimes involve the installation of thousands
of VSATs or massive fiber-optic transport and access networks or the production of customized products. The number of major bids for these
large-scale contracts in any given year is limited and the competition is intense. Losing or defaulting on a relatively small number of
bids each year could have a significant adverse impact on our operating results.
A large portion of our large-scale contracts
is with governments or large governmental agencies in Latin America, and any volatility in the political or economic climate or any unexpected
unilateral termination or suspension of payments could have a significant adverse impact on our business.
In March and December 2015, the Peruvian government awarded us
the PRONATEL Regional Projects under four separate bids for the construction of networks, operation of the networks for a defined period
and their transfer to the government. In 2018, we were awarded two additional PRONATEL Regional Projects with initial contractual values
of $395 million and $154 million, respectively. An additional $17 million and $88 million for the expansions of the Regional Projects
were awarded in 2023 and 2025, respectively. The remaining revenues from these projects are expected to be generated over an additional
period of 4 to 9 years. Any resumption of political turmoil in Peru could negatively impact our operations there, causing further delays
to existing projects and potentially postponing PRONATEL’s decision to enter into new ones.
3
Agreements with governments typically include unilateral early
termination clauses and involve other risks, such as the imposition of new government regulations and taxation that could pose additional
financial burdens on us. Changes in the political or economic situation in Latin America could result in the early termination of our
business there, or materially adversely affect our ability to successfully complete our projects. Any termination of our business in this
region or breach of contractual obligations by our customers could have a significant adverse impact on our business.
In January 2025 and in November 2023, we acquired
SBS and DataPath, and we may enter into additional acquisition agreements; such acquisitions could be difficult to integrate, disrupt
our business and dilute shareholder value.
In January 2025 and November 2023, we acquired SBS and DataPath,
respectively, and we may pursue additional acquisitions. These transactions may be difficult to integrate, could disrupt our business,
and may dilute shareholder value. These acquisitions expanded our capabilities, but we may be unable to identify future targets on acceptable
terms or obtain required regulatory approvals. We may also be unable to consummate future transactions, integrate the acquired businesses,
or realize expected benefits such as sales growth, cost synergies, or margin improvements. Acquisition financing may be restricted by
our debt agreements or market conditions. Even if integrated, acquired businesses may not achieve anticipated revenue, profitability,
or productivity levels, which could adversely affect our business, financial condition, and results of operations.
Acquisitions and mergers involve numerous risks, including:
• shareholder dilution from equity consideration;
• significant costs, reduced cash balances, or additional debt and liabilities;
• integration challenges involving operations, personnel, technologies, and systems;
• management distraction and potential contractual disputes;
• additional regulatory compliance;
• entry into markets where we have limited experience;
• loss of key employees or customers;
• cultural incompatibility;
• difficulty integrating acquired technologies;
• unanticipated integration expenses; and
• challenges implementing uniform standards, controls, and policies.
Any of these risks could materially and adversely impact our results
of operations, cash flows, or financial position.
Failure to protect our networks, systems, products,
and data against cybersecurity incidents, system failures, natural disasters, or malicious attacks could materially adversely affect our
operations, reputation, and financial condition.
We rely heavily on our information technology systems, networks,
satellite communications platforms, and third-party services to operate our business, develop and deliver products, and support customers,
including telecommunications operators, enterprises, and government and defense agencies. These systems, and the systems of our customers,
partners and vendors, are subject to an increasing range of cybersecurity threats and operational risks, including cyberattacks, unauthorized
access, malware, ransomware, computer viruses, supply chain compromises, social engineering attacks, power or telecom failures, and disruptions
caused by natural or manmade disasters, geopolitical events, or acts of terrorism or war. The frequency, sophistication, and severity
of cyber threats, including those leveraging artificial intelligence and those attributable to state-sponsored actors, continue to increase
across the communications and defense industries.
We have experienced, and expect to continue to experience, attempts
to breach the security of our networks, products, and IT infrastructure, including through phishing, malware, credential harvesting, exploitation
of software vulnerabilities, and other evolving techniques that may not be recognized or detectable until after they occur. Although prior
incidents have not had a material adverse effect on our business, we cannot assure that future incidents will not be material, particularly
as threat actors increasingly target satellite communications infrastructure, cloud environments, and government-related systems.
4
A significant cybersecurity incident, system disruption, or security
vulnerability, whether affecting our equipment, our cloud providers, or other third-party vendors, could impair our ability to manufacture
components, operate facilities, deliver services, or support customers. Such an event could also lead to the loss, theft, misuse, or unauthorized
disclosure of proprietary, personal, confidential, or classified information. Incidents affecting government related products or networks
may expose us to additional scrutiny, contractual penalties, loss of security clearances, or disqualification from future procurements.
We maintain cybersecurity controls and obtain cyber insurance;
however, these measures may be insufficient to prevent or mitigate all incidents, may not cover all types of losses, including regulatory
penalties, and may not be available on commercially reasonable terms in the future. Our insurance coverage may also be inadequate to compensate
for all damages or operational disruptions.
We are subject to extensive and evolving global data protection,
cybersecurity and privacy laws, including the EU General Data Protection Regulation, or GDPR, U.S. federal and state privacy and security
laws (including the California Consumer Privacy Act and California Privacy Rights Act and other state level comprehensive privacy statutes),
Brazil’s LGPD, Israel’s Privacy Protection Regulations, and India’s Digital Personal Data Protection Act, among others.
These laws impose stringent obligations, including requirements relating to data security controls, breach notification, individual rights,
and cross-border data transfers, and provide for significant fines, penalties, or other sanctions for non-compliance. As additional jurisdictions
adopt or expand privacy and cybersecurity regimes, our compliance obligations, operational complexity, and costs are likely to increase.
Non-compliance with applicable laws could result in investigations, litigation, regulatory penalties, restrictions on data processing,
loss of customer trust, or reputational damage. Under recently adopted SEC rules, we are required to disclose in our annual report our
board’s oversight of cybersecurity risks, management’s role and processes for assessing and managing such risks, and material
cybersecurity incidents. Failure to maintain effective governance, controls, and processes to meet these obligations could increase the
likelihood and impact of a cybersecurity event or result in regulatory scrutiny. These laws impose stringent obligations, including requirements
relating to data security controls, breach notification, individual rights, and
Any of the events described above could materially adversely affect
our business operations, cash flows, reputation, and financial condition.
DataPath’s continued participation in
classified U.S. governmental projects requires us to adhere to strict Foreign Ownership, Control, or Influence, or FOCI, mitigation requirements,
including compliance with a Proxy Agreement.
In November 2023, we completed the acquisition of DataPath, a U.S.-based
expert systems integrator supporting trusted communications for the U.S. Department of Defense and other U.S. governmental customers.
Because DataPath is a U.S. contractor performing on classified programs while under foreign ownership, its operations are subject to the
U.S. Government’s FOCI mitigation framework administered by the Defense Counterintelligence and Security Agency, or DCSA.
In June 2025, DataPath transitioned from operating under a Special
Security Agreement, or SSA to a Proxy Agreement, a more stringent form of FOCI mitigation required for companies with higher levels of
foreign ownership or control. Under this structure, governance and operational oversight of DataPath’s classified business must
be exercised exclusively by U.S. proxy holders who are independent of Gilat and who meet the Defense Counterintelligence and Security
Agency, or DCSA, eligibility and clearance requirements. The Proxy Agreement imposes enhanced restrictions on our ability, as the foreign
parent, to access certain classes of information, influence classified-related decision-making, or participate in aspects of DataPath’s
management relating to classified contracts. Failure to comply with the Proxy Agreement, or any determination by DCSA that DataPath is
inadequately mitigated or is in violation of its FOCI obligations, could result in suspension or revocation of DataPath’s Facility
Security Clearance. Such an outcome would prevent DataPath from performing on classified programs, could lead to contract termination
or ineligibility for future awards, and would materially and adversely affect our business, financial condition, and results of operations.
Our failure to obtain or maintain authorizations
under the U.S. Israeli or other applicable export control and trade sanctions laws and export regulations and restrictions could have
a material adverse effect on our business.
The export of certain satellite communication products, technical
data, and services is subject to U.S. export control and sanctions laws, including the International Traffic in Arms Regulations, or ITAR,
the Export Administration Regulations, or EAR, and regulations administered by the U.S. Department of the Treasury. These laws may restrict
access by our non-U.S. employees, including employees in Israel, to controlled technical information of our U.S. subsidiaries, including
DataPath and Wavestream, unless appropriate licenses or authorizations are obtained. Some of our subcontractors and vendors are also subject
to these laws and are required to flow down applicable restrictions to us. Failure to obtain or maintain required authorizations could
prevent us from transferring technical information or equipment to non-U.S. persons, including our own personnel, and could result in
fines, penalties, injunctions, or other enforcement actions.
5
DataPath participates in classified U.S. government programs and
is therefore subject to U.S. national security and foreign‑ownership, control, or influence, or FOCI mitigation requirements. In
June 2026, DataPath transitioned from operating under a Special Security Agreement to a Proxy Agreement, a more restrictive mitigation
regime. Under the Proxy Agreement, governance and operational oversight of DataPath’s classified business must be exercised by independent
U.S. proxy holders, significantly limiting our ability, as the foreign parent, to influence certain aspects of DataPath’s operations.
Any failure to comply with the Proxy Agreement or other DCSA requirements could result in suspension or loss of DataPath’s facility
security clearance, which would prevent it from performing on classified contracts and could materially adversely affect our business,
financial condition, and results of operations.
In addition, U.S., EU, and UK sanctions and export controls, including
those in response to the Russia-Ukraine conflict, continue to evolve. These measures restrict exports, technology transfers, and dealings
with certain Russian and Chinese entities. Our decision to withdraw from our operations in Russia, completed in 2024, continued to affect
our financial results in 2025 and may have ongoing implications depending on future sanctions developments. Broader trade policy changes,
including tariffs, retaliatory measures, and restrictions arising from U.S. and foreign government actions, could also reduce demand,
increase costs, or disrupt our supply chain.
We are also subject to Israeli export control laws administered
by the Ministry of Defense and the Ministry of Economy. Certain of our products, including those with encryption or potential dual‑use
characteristics, require export licenses. Changes in the classification of existing products or determinations that new products require
licensing may impose additional burdens and constraints on our sales processes. Failure to obtain or maintain required Israeli export
licenses could prevent us from exporting equipment or technical information and could adversely impact our ability to meet customer commitments.
Certain investments involving the acquisition of a U.S. business
or assets with a nexus to U.S. interstate commerce may be subject to review and approval from the Committee on Foreign Investment in the
United States, or CFIUS, an inter-agency committee authorized to review certain transactions involving a “U.S. business” and
a “foreign person,” including certain real estate transactions. Significant CFIUS reform legislation and regulations,
which became effective in February and October of 2020, among other things, expanded CFIUS’ jurisdiction to cover more types
of transactions, empowered CFIUS to scrutinize more closely investments in U.S. assets, including non-controlling, “non-passive investments”
and made certain CFIUS filings legally mandatory. Failure to notify CFIUS of a transaction where such notification
was required or otherwise warranted based on the national security considerations exposes the transaction parties to significant financial
penalties as well as potential legal restrictions on future investments, costs, and/or other adverse reputational and financial effects,
thus potentially diminishing the value of such investments. CFIUS is actively pursuing transactions that were not notified to
it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. On February 21, 2025, the
Trump Administration released the America First Investment Policy National Security Presidential Memorandum, or NSPM, introducing potential
changes to the CFIUS regulations, which could significantly impact foreign investment activities. he NSPM directs the creation of an expedited
"fast-track" process to ease investment reviews for allies, while focusing resources to make it harder for foreign adversaries, defined
as China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia and Venezuela, to gain access to sensitive technologies. Noncompliance
with U.S. or Israeli export control, sanctions, or national security laws, whether by us or by our suppliers, or by us, could result in
material penalties, increased compliance costs, loss of access to certain markets, and restrictions on our ability to conduct business,
any of which could materially adversely affect our business, financial condition and results of operations.
Our actual results could materially differ
from our estimates.
In order to prepare our financial statements in conformity with
Generally Accepted Accounting Principles in the United States, or U.S. GAAP, our management is required to make estimates and assumptions,
as of the date of the financial statements, which affect the reported values of assets and liabilities, revenues and expenses, and disclosures
of contingent assets and liabilities. Our actual results could materially differ from, and could require adjustments to, those estimates.
6
Tax authorities may disagree with
our provisions and payments related to income taxes, deduction of withholding taxes, intercompany charges, cross-jurisdictional transfer
pricing, or other matters which could result in our being assessed additional taxes.
We are subject to taxation in the United States, Israel, Peru and
numerous other jurisdictions, including with respect to income taxes, obligations to withhold taxes and other tax matters. Determining
our provision for the various taxes requires significant management judgment. In addition, our provision for income taxes could be adversely
affected by many factors, including, among other things, changes to our operating structure, changes in the amounts of earnings in jurisdictions
with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.
We are subject to ongoing tax examinations and audits in various
jurisdictions. Tax authorities may disagree with our intercompany charges, claimed credits, cross-jurisdictional transfer pricing, deduction
of withholding taxes, or other matters and assess additional taxes. While we regularly evaluate the likely outcomes of these examinations
to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes of such examinations will not
have a material impact on our results of operations and cash flows.
In recent years, many changes have been made to applicable tax
laws, such as those caused by the recent enactment of the One Big Beautiful Bill Act in the U.S., or OBBBA, and changes are likely to
continue to occur in the future. It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be
enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase
in our tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes
in tax law or in the interpretation thereof.
While we follow the guidelines of the relevant tax authority, where
available, there is no assurance that such guidelines will ultimately be determined to be binding by the relevant authorities or acceptable
in the local courts of law. Although we believe our tax estimates are reasonable, the final determination of any tax audit or litigation
could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our results
of operations or cash flows in the period or periods for which a determination is made. Further, subsequent legislations, guidance, court
rulings, or regulations that differ from our prior assumptions and interpretations, or other factors which were not anticipated at the
time we estimated our tax provision, payments, and deduction of withholdings, could have a material adverse effect on our business, cash
flow, results of operations, or financial condition.
We operate in a highly competitive industry
and may be unsuccessful in competing effectively in the future.
We operate in a highly competitive network communications industry,
both in the sales of our products and our services. Due to the rapid technological changes that characterize our industry, we face intense
worldwide competition to capitalize on new opportunities, introduce new products, and obtain proprietary and standard technologies perceived
by the market as superior to those of our competitors.
The network communication market is dominated by larger corporations.
As part of the consolidation trend in the market, we are in competition with greater consolidated corporations. Some of our competitors
have greater financial resources, providing them with greater research and development and marketing capabilities. Our competitors may
also be more experienced in obtaining regulatory approvals for their products and services and marketing them. Our relative position in
the network communications industry may place us at a disadvantage in responding to our competitors’ pricing strategies, technological
advances and other initiatives. Our principal competitors in the supply of VSAT networks are Hughes Network Systems LLC (owned by EchoStar
Corporation), or HNS, ViaSat Inc., or ViaSat, Singapore Technologies Engineering Ltd., or ST Engineering iDirect, Comtech Telecommunications
Corp, or Comtech, and Kratos Defense & Security, or Kratos. Our primary competitors with respect to our SSPAs, BUCs and other Wavestream
products are Communications & Power Industries LLC, or CPI, General Dynamics Satcom Technologies, Paradise Datacom, Comtech Xicom
Technology Inc., or Xicom, and Mission Microwave Technologies, or Mission.
Our low-profile in-motion ground, aero, and maritime antennas target
a competitive market with multiple players such as SpaceX’s Starlink, Intellian Ltd., or Intellian, Get Sat Communication Ltd. or
GetSat, HNS, Farcast Corp, or Farcast, Qest Quantum Electronic Systems GmbH, or QEST, Viasat and others. If these new entrants and/or
new technologies are able to penetrate the market significantly, our business could be negatively affected. In addition, ViaSat and HNS
have launched their own satellites, which enable them to offer vertically integrated solutions to their customers. This may further change
the competitive environment in which we operate and could adversely affect our business.
In areas where we operate public rural telecom services (voice,
data, and internet) and are engaged in the construction of fiber-optic transport and access networks based on wireless systems, we typically
encounter competition on government-subsidized bids from various service providers, system integrators, and consortiums. Some of these
competitors offer solutions based on VSAT technology and some on terrestrial technologies (typically, fiber-optic and wireless technologies).
In addition, as competing technologies such as cellular networks and fiber optics become available in rural areas where not previously
available, our business could be adversely affected. We may not be able to compete successfully against current or future competitors.
Such competition may adversely affect our future revenues and, consequently, our business, operating results and financial condition.
7
Our lengthy sales cycles could harm our results
of operations if forecasted sales are delayed or do not occur.
The time between the initial contact with a potential customer
or sponsor and the execution of a contract may be lengthy and vary significantly depending on the nature of the arrangement. During any
given sales cycle, we may expend substantial funds and management resources and not obtain significant revenue, resulting in a negative
impact on our operating results. In some cases, we have seen longer sales cycles across all the regions in which we do business. In addition,
we have seen projects delayed or even cancelled, which would also have an adverse impact on our sales cycles. As a result, it may be difficult
for us to accurately forecast sales due to the uncertainty around these projects and their award and starting periods.
If we are unable to remain competitive in the
network communications market or adapt to new technologies, our business could be adversely affected.
We operate in a rapidly evolving market driven by advances in cloud-based
technologies, 5G Non-Terrestrial Networks, or 5G NTN, and next-generation satellite architectures. Our competitiveness depends on
our ability to anticipate technological changes, develop and enhance our products, and meet evolving customer requirements in satellite
ground equipment, low-profile antennas, and high-power transceivers.
The HTS, VHTS and emerging NGSO markets require close alignment
between ground equipment and specific satellite technologies. As these markets mature, successful vendors are increasingly those with
strong partnerships with satellite operators. If we are unable to secure such partnerships or reduce our VSAT costs sufficiently, our
competitive position could decline.
In addition, the growth of LEO and Medium Earth Orbit, or MEO,
satellite constellation networks may challenge existing GEO-based solutions and require significant adaptation of our technologies. If
we fail to respond in a timely and cost-effective manner to new technologies or if our products are not accepted by the market, our business,
financial condition, and operating results could be materially adversely affected.
We are dependent on a limited number of suppliers
for key components incorporated into our products and may be significantly harmed if we are unable to obtain such components on favorable
terms or in a timely manner. We are also affected by global supply chain disruptions and price increases, and may be affected if hostilities
in Israel and the Middle East continue.
Many of the components used in our VSAT units, hub systems, Electronically
Steered Array/Phased Array Antenna, or ESA, terminals and other products are sourced from a limited number of suppliers, and in some cases
from a single supplier. This concentration exposes us to risks relating to availability, quality, pricing, and lead times. Some suppliers
have discontinued specific component lines in the past, and others may do so in the future. Substituting a manufacturer or redesigning
affected products could require significant time and expense.
Global supply chain pressures, including increased component and
labor costs, extended lead times, and higher logistics costs, continue to affect our operations. In addition, geopolitical instability,
including the risk of a renewed armed conflict between Israel and Iran, may materially disrupt transportation routes, manufacturing capacity,
and the operations of certain suppliers or contract manufacturers located in Israel or reliant on Israeli infrastructure. Although our
manufacturers currently report no material disruption to their operations, future developments may impair our ability to obtain critical
components on acceptable terms or in required volumes.
Our reliance on a small number of key suppliers also creates capacity‑allocation
risk. During periods of high global demand or supply scarcity, these suppliers may prioritize other customers, including larger industry
participants, thereby limiting our access to components needed for our products. If we are unable to secure sufficient quantities of components
at competitive prices or meet customer delivery schedules, our production could be reduced or delayed, our costs could increase, and our
revenues and operating results could be materially adversely affected.
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We are dependent on our management team, especially
managers of our large entities around the world, as well as on our key employees, and the loss of one or more of them could harm our business
and prevent us from implementing our business plan in a timely manner.
Our success depends in part upon the continued services of our
executive officers and other key members of management, and especially managers of our large entities around the world. From time to time,
there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive
management team may be disruptive to our business.
Our success also depends on sales, marketing, and development personnel,
and our continuing ability to attract and retain highly qualified personnel, including with respect to our acquired companies. There is
an increasing competition for the services of such personnel in Israel and elsewhere. The loss of senior or mid-level management and qualified
personnel, and the failure to attract highly qualified personnel in the future, may negatively impact our business. Moreover, our competitors
may hire and gain access to the expertise of our former employees or our former employees may compete with us. There is no assurance that
former employees will not compete with us or that we will be able to find replacements for departing key employees in the future.
We may be unable to adequately protect our
proprietary rights, which may limit our ability to compete effectively.
Our business is based mainly on our proprietary technology and
related products and services. We establish and protect proprietary rights and technology used in our products by the use of patents,
trade secrets, copyrights, and trademarks. We also utilize non-disclosure and intellectual property assignment agreements. Because of
the rapid technological changes and innovation that characterize the network communications industry (for example, shift to Cloud and
5G NTN standards), our success will depend in large part on our ability to protect and defend our intellectual property rights. Our actions
to protect our proprietary rights in our VSATs, hubs, SSPAs, and antenna technology, as well as other products, may be insufficient to
protect our intellectual property rights and prevent others from developing products similar to our products. In addition, the laws of
many foreign countries do not protect our intellectual property rights to the same extent as the laws of the U.S., or we may have failed
to enter into non-disclosure and intellectual property assignment agreements with certain persons, or the agreements we entered into may
be found inadequate, or we may encounter difficulties in enforcing our legal or contractual rights. If we are unable to protect our intellectual
property, our ability to operate our business and generate expected revenues may be harmed.
We may be subject to third-party claims alleging
infringement of their intellectual property rights, and any such claims could adversely affect our business, financial condition, or results
of operations.
There are numerous patents, both pending and issued, in the network
communications industry, and the technical standards relevant to our products are continually evolving. As a result, third parties may
assert that our technologies or products infringe their intellectual property rights. From time to time, we receive allegations of this
nature. For example, in 2025, our subsidiary Wavestream received a letter alleging patent infringement, which Wavestream strongly rejected
and continues to believe is without merit. Receiving such claims, even when unfounded, may require management attention and resources.
We may face infringement claims in connection with our use of artificial
intelligence and machine learning within our product development, testing, and deployment, or other business functions. Such claims
may arise in the context of both third-party litigation and regulatory exposure from use of third-party content contained in generation
results from large-language models or other algorithmic results or outcomes that are utilized in our products or services without required
attribution or permission. Such claims, if successful, may combine to (a) make it more costly for us to apply artificial intelligence
and machine learning within our business, (b) lead to regulatory fines or penalties, (c) result in payments of monetary damages, or (d)
require us to alter our product offerings or business practices.
We may also need to litigate to protect our intellectual property,
determine the validity or scope of others’ rights, or defend against claims of invalidity or infringement. An adverse outcome could
require us to pay substantial damages, cease using certain technologies, obtain licenses on unfavorable terms, or develop alternative
technology, any of which could require significant time and financial resources. Such litigation could be costly, divert management attention,
and materially affect our business, financial condition, and operating results.
Our insurance coverage may not be sufficient
for every aspect or risk related to our business.
Our business includes risks, only some of which are covered by
our insurance. For example, in our satellite capacity agreements, we do not have a backup for satellite capacity, and we do not have indemnification
or insurance in the event that our supplier’s satellite malfunctions or data is lost. Liabilities in connection with our products,
services, managed network services, premises, construction and deployment projects, or in connection with risks associated with potential
cyber-attacks may not be covered by insurance or may be covered only to a limited extent. Our third-party suppliers do not always have
back-to-back liability or insurance coverage to the same extent guaranteed by us towards our customers. In addition, our insurance does
not provide coverage for acts of fraud or theft. Our business, financial condition and operating results could be materially adversely
affected if we incur significant costs resulting from these exposures.
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Our international operations expose us to regulatory,
economic, and operational risks that could adversely affect our business.
We conduct sales, manufacturing, and service activities worldwide,
including in the U.S., Latin America, Asia, and Europe. As we continue to expand internationally, our business is subject to numerous
risks inherent to global operations, including changes in foreign regulations and tariffs, tax exposures, inflationary pressures, political
and economic instability, currency fluctuations, longer payment cycles, and difficulties in managing and staffing foreign operations.
We are also subject to anti-corruption laws, such as the Foreign Corrupt Practices Act, or FCPA, and similar laws in other jurisdictions,
and violations by employees or third parties could materially impact our reputation and financial results.
Foreign zoning restrictions and increased regulation of satellite
antenna installations may also limit market access.
In addition, disruptions at key facilities, such as our R&D
and manufacturing sites in Bulgaria, Moldova, Poland, Spain, California, and Texas, whether due to natural disasters, lockdowns, or other
events, could materially affect our operations and financial condition.
Any of these factors could disrupt our operations, reduce demand
for our products, or increase our costs, adversely affecting our business, financial condition, and results of operations.
Unfavorable global and regional economic, political,
security, and health conditions could adversely affect our business, financial condition, and results of operations.
Our results of operations may be adversely affected by global or
regional economic, political, security, and health conditions. These include changes in inflation and interest rates, instability in financial
markets, supply‑chain disruptions, civil unrest, and outbreaks of disease, such as the COVID‑19 pandemic, which caused travel
restrictions, facility shutdowns, supply‑chain delays, and reduced commercial activity in many of the countries in which we operate.
Such events may again negatively impact our operations, our suppliers, or our customers.
Armed conflicts and geopolitical instability continue to create
significant uncertainty. The war and hostilities involving Israel, Hamas, Hezbollah, Iran, and the Houthis in Yemen persisted through
2025 with fluctuating intensity and continued risks of escalation. These developments have affected transportation routes, increased shipping
and logistics costs, and raised the risk of workforce disruptions. Although our operations in Israel have remained functional, further
deterioration in regional security conditions may adversely affect our operations, suppliers, or customers.
The Russia-Ukraine conflict also continues to impact global markets.
Sanctions and export control measures imposed by the United States, the European Union, the United Kingdom, and other jurisdictions, as
well as countermeasures taken by Russia, have contributed to supply‑chain volatility, increased component prices, and heightened
uncertainty in global financial markets.
We are also affected by inflationary pressures in wages, benefits,
materials, and other inputs. Wage increases in certain emerging markets may exceed those in developed markets, increasing our cost base.
If we are unable to pass increased costs on to our customers, our margins and profitability may decline.
Any of these global or regional developments could disrupt our
commercial activities or those of our suppliers, contract manufacturers, or customers, reduce demand for our products, increase our operating
costs, or otherwise adversely affect our business, financial condition, and results of operations.
Damage to our public image and reputation could
adversely impact our results of operations and financial position.
Our public image and reputation are important to maintaining our
strong brands. Our results of operations and financial position could be adversely impacted by a negative perception regarding our products
or company practices, positions, or public statements, even if unfounded, negative claims and comments on social media or the press, or
a data breach. Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results of
operations, financial condition, and/or share price. Furthermore, stakeholders are increasingly scrutinizing companies’ Environmental,
Social, and Governance, or ESG, practices, and stakeholders’ expectations regarding ESG practices are diverse and rapidly changing.
We may not be able to align our ESG practices with such evolving expectations within the timeframes stakeholders expect, or without incurring
significant costs. In addition, we may not be able to achieve our aspirational goals related to our ESG initiatives, which are and may
continue to be impacted by many complexities and variables, such as renewable energy infrastructure and availability, changes to the labor
market, a challenging economic environment, changes to our operations, changes to our portfolio of businesses via acquisitions or divestitures,
and adjustments to our job levels and managerial headcount. A failure or perceived failure by us in this regard may damage our reputation
and adversely impact our results of operations and financial position.
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We may face difficulties in obtaining regulatory
approvals for our telecommunication services and products, which could adversely affect our operations.
Certain of our telecommunication operations and connectivity products
require licenses and approvals from regulatory authorities, including the Israeli Ministry of Communication, the U.S. Federal Communications
Commission, or FCC, and equivalent authorities in other jurisdictions. In Israel, the United States, and various other countries, the
operation of satellite earth stations and VSAT systems is prohibited without such licenses.
Our airborne products require certifications and approvals from
aviation regulators such as the U.S. Federal Aviation Administration, or FAA, the Luftfahrt‑Bundesamt, or LBA, the European Union
Aviation Safety Agency, or EASA, or other regional aviation authorities. These certifications are obtained by our customers or by
our subsidiaries Wavestream or SBS, depending on the specific product.
We must also obtain regulatory approvals in each country in which
we intend to provide network services or operate VSATs or connectivity terminals. In several regions, including in parts of Latin America,
the approval process can be lengthy and resource intensive. Any licenses or approvals we obtain may be subject to operational conditions
or limitations that restrict our activities. Regulatory authorities may also impose new requirements after licenses are granted. Failure
to obtain required licenses, to renew them, or to comply with evolving regulatory obligations could result in significant monetary penalties
or restrictions on our business activities. In addition, many of our products require certification of compliance with local technical
and safety standards. Delays in obtaining such certifications could postpone product deployment or limit our ability to supply certain
markets.
Currency exchange rates and fluctuations of
currency exchange rates may adversely affect our results of operations, liabilities, and assets.
Currency exchange rates and fluctuations may adversely affect our
results of operations, liabilities, and assets. Operating in several countries, we are impacted by various currency exchange rates. Although
partially mitigated by hedging activities, we are affected in several ways:
• A significant portion of our expenses, mainly salaries, are incurred in NIS and other non-U.S. dollar currencies, while we report in U.S. dollars and generate significant revenue in U.S. dollars. Recent years have seen both revaluation and devaluation trends of the U.S. dollar against the NIS. Failure to hedge properly can increase the U.S. dollar value of our expenses in Israel, adversely affecting our results.
• Some international sales are denominated in non-U.S. dollar currencies, including but not limited to the Euro, Israeli Shekel, Peruvian Sol, Brazilian Real, exposing us to devaluation risks relative to the dollar, which could negatively impact our revenues.
• We have assets and liabilities in non-U.S. dollar currencies, so significant fluctuations in these currencies could affect our results.
• A portion of our U.S. dollar revenues comes from customers operating in different local currencies. Devaluation of these local currencies relative to the U.S. dollar could lead to order cancellations, decreased orders, or delayed payments.
We also face other foreign currency risks, including repatriation
restrictions in certain countries, particularly in Latin America. While we enter hedging transactions to limit the impact of currency
fluctuations, these may only provide partial protection, leaving some exchange rate-related losses and risks uncovered. Therefore, our
business and profitability may be harmed by such fluctuations.
Potential liability claims relating to our
products or services could have a material adverse effect on our business.
We may be subject to liability claims relating to the products
we sell or the services we provide. Potential liability claims could include, among others, claims for exposure to electromagnetic radiation
from the antennas we provide or use. We endeavor to include in our agreements with our business customers provisions designed to limit
our exposure to potential claims. We also maintain a product liability insurance policy. However, we may fail to include limitations of
our liability in our contracts, or our contractual limitations of liability may be rejected or limited in certain jurisdictions. Additionally,
our insurance does not cover all relevant claims, such as claims for exposure to electromagnetic radiation, and does not provide sufficient
coverage. To date, we have not been subject to any material product liability claim. Our business, financial condition and operating results
could be materially adversely affected if costs resulting from future claims are not covered by our insurance or exceed our coverage.
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Environmental laws and regulations may subject
us to significant liability.
Our operations are subject to various Israeli, U.S. federal, state,
and local as well as certain other foreign environmental laws and regulations within the countries in which we operate relating to the
discharge, storage, treatment, handling, disposal, and remediation of certain materials, substances, and wastes used in our operations.
New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or
the imposition of new clean-up requirements may require us to incur a significant amount of additional costs in the future and could decrease
the amount of cash flow available to us for other purposes, including capital expenditures, research and development and other investments
and could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.
We may identify deficiencies in our compliance with local legislation within countries in which we operate. Failure to comply with such
legislation could result in sanctions by regulatory authorities and could adversely affect our operating results. Examples of these laws
and regulations include the E.U. Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive,
and the E.U. Waste Electrical and Electronic Equipment Directive.
Risks Related to Ownership of Our Ordinary Shares
If we are unable to maintain effective internal
control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the reliability of our financial
statements may be questioned, and our share price may suffer.
The Sarbanes-Oxley Act of 2002 and related Securities and Exchange
Commission, or SEC and Public Company Accounting Oversight Board, or PCAOB rules require us to maintain, evaluate, and report on
the effectiveness of our Internal Control Over Financial Reporting, or ICFR. Our management is required to assess the effectiveness of
our ICFR, and our independent registered public accounting firm is required to attest to management’s assessment. Compliance with
these requirements involves significant costs and places demands on management’s time and resources.
Although management concluded that our ICFR was effective as of
December 31, 2025, we may identify material weaknesses or significant deficiencies in the future. Any failure to maintain effective ICFR
could result in regulatory inquiries or sanctions, could adversely affect our ability to report accurate financial results on a timely
basis, and could reduce investor confidence in our financial reporting, which may adversely affect the market price of our ordinary shares.
Our share price has been highly volatile and
may continue to be volatile and decline.
The trading price of our shares as well as the market generally
has fluctuated widely in the past and may continue to do so in the future as a result of a number of factors, many of which are outside
our control. During the period from January 2, 2025, to March 10, 2026, our ordinary shares traded in a range from $5.47 to a high
of $19.97, based on the closing price, and the daily trade volume on NASDAQ ranged from 116,245 shares to 3.8 million shares. In
addition, the stock market has experienced extreme price and volume fluctuations that have affected the market prices of many technology
companies, particularly telecommunication and internet-related companies, and that have often been unrelated or disproportionate to the
operating performance of these companies or stimulated by market rumors. These broad market fluctuations could adversely affect the market
price of our shares. In the past, following periods of volatility in the market price of a particular company’s securities, securities
class action litigation has often been brought against that company. Securities class action litigation against us could result in substantial
costs and a diversion of our management’s attention and resources.
Our operating results may vary significantly
from quarter to quarter and from year to year, and these quarterly and yearly variations in operating results, as well as other factors,
may contribute to the volatility of the market price of our shares.
Our operating results have and may continue to vary significantly
from quarter to quarter. The causes of fluctuations include, among other things:
• the timing, size, and composition of requests for proposals or orders from customers;
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• the timing of introducing new products and product enhancements by us and the level of their market acceptance;
• the mix of products and services we offer;
• the level of our expenses;
• the changes in the competitive environment in which we operate; and
• our ability to supply the goods ordered within the quarter.
The quarterly variation of our operating results may, in turn,
create volatility in the market price for our shares. Other factors that may contribute to wide fluctuations in our market price, many
of which are beyond our control, include, but are not limited to:
• economic instability;
• announcements of technological innovations;
• customer orders or new products or contracts;
• competitors’ positions in the market;
• changes in financial estimates by securities analysts;
• conditions and trends in the VSAT and other technology industries relevant to our businesses;
• our earnings releases and the earnings releases of our competitors; and
• the general state of the securities markets (with particular emphasis on the technology and Israeli sectors thereof).
In addition to the volatility of the market price of our shares,
the stock market in general and the market for technology companies in particular has been highly volatile and at times thinly traded.
Investors may not be able to resell their shares during and following periods of volatility.
We may in the future be classified as a Passive
Foreign Investment Company, or PFIC, which would subject our U.S. investors to adverse tax rules.
U.S. holders of our ordinary shares may face income tax risks.
There is a risk that we will be treated as a “passive foreign investment company” in the future. Our treatment as a PFIC could
result in a reduction in the after-tax return to the holders of our ordinary shares and would likely cause a reduction in the value of
such shares. A foreign corporation will be treated as a PFIC for U.S. federal income tax purposes if either (1) at least 75% of its gross
income for any taxable year consists of “passive income,” or (2) at least 50% of the average value of the corporation’s
gross assets are of a type that produces, or is held for the production of, such types of “passive income.” For purposes of
these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents
and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade
or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income”.
If we are treated as a PFIC, U.S. Holders of shares (or rights) would be subject to a special adverse U.S. federal income tax regime with
respect to the distributions they receive from us, and the gain, if any, they derive from the sale or other disposition of their ordinary
shares (or rights). In particular, any dividends paid by us, if any, would not be treated as “qualified dividend income” eligible
for preferential tax rates in the hands of non-corporate U.S. shareholders, and could be subject to an “interest” charge under
the “excess distributions regime”. We believe that we were not a PFIC for the 2023, 2024 or 2025 taxable years. However, since
PFIC status depends upon the composition of our income and the market value of our assets from time to time, there can be no assurance
that we will not become a PFIC in any future taxable year. Our treatment as a PFIC could result in a reduction in the after-tax return
to the holders of our ordinary shares and would likely cause a reduction in the value of such shares. U.S. Holders should carefully read