A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
Our business involves a high degree of risk. You should consider
carefully the risks and uncertainties described below, together with the financial and other information contained in this annual report
and our other filings with the U.S. Securities and Exchange Commission (the “SEC”). If any of the following risks actually
occur, our business, financial condition and results of operations would suffer. In this case, the trading price of our ordinary shares
would likely decline and you might lose all or part of your investment. This report also contains forward-looking statements that involve
risks and uncertainties. Our results of operations could materially differ from those anticipated in these forward-looking statements,
as a result of certain factors including the risks described below and elsewhere in this report and our other filings with the SEC. These
risks are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial
may also impair our business operations.
6
Below is a high-level overview of the risks that we and those
in our industry face, and is intended to enhance the readability and accessibility of our disclosures. These risks include, but are not
limited to:
• general economic and business conditions, including fluctuations of interest and inflation rates and the impact of tariffs (and related retaliatory measures), which may affect demand for our technology and solutions;
• the effects of fluctuations in currency on our results of operation and financial condition;
• our ability to achieve and maintain profitability, such as through keeping pace with advances in technology and achieving market acceptance and increasing the functionality of our products and offering additional features and products;
• the impact of the telco operator’s Go To Market strategy and implementation efforts, on the success of a “as a Service” deals of our Security-as-a-service (“SECaaS”) and other Solutions;
• our reliance on our network intelligence solutions for significant revenues;
• impacts to our revenues and operational risk as a result of making sales to large service providers;
• technological risks, including network encryption, live network failures and software or hardware errors;
• our ability to retain and recruit key personnel and maintain satisfactory labor relations;
• our dependence on third parties for products and solutions that make up a material portion of our business;
• the ability of our suppliers to provide, or refusal of our customers to implement, the single or limited sources from which certain hardware and software components for our products are made;
• sales disruptions or costs arising from a loss of rights to use the third-party solutions we integrate with our products;
• our ability to execute our “Cyber Security-first” strategy and increase sales of Allot security products;
• the impacts of new market and technology trends on our enterprise market;
• our ability to comply with international regulatory regimes wherever we conduct business, including governmental requirements and initiatives related to the telecommunication industry and data privacy;
• potential misuse of our products by Communication Service Providers, governmental or law enforcement customers;
• risks related to our proprietary rights and information, including our ability to protect the intellectual property embodied in our technology, to defend against third-party infringement claims, and protect our IT systems from disruptions;
• risks related to our ordinary shares, including volatile share prices and tax consequences for U.S. shareholders;
• our status as a foreign private issuer and related exemptions with respect thereto;
• exposure to unexpected or uncertain tax liabilities or consequences as a result of changes to fiscal and tax policies;
• conditions and requirements as a result of being incorporated in Israel, including economic volatility and obligations to perform military service;
• costs and business impacts of complying with the requirements of the Israeli and foreign country governments as well as international organizations who provide us with grants for research and development expenditures;
• costs and business impacts of litigation and other legal and regulatory proceedings encountered in the course of business;
• costs and business impacts of increasing prices of 3rd party Commercial Off-The-Shelf (COTS) hardware, which is embedded in Allot solutions;
• competition coming from new entrants and startup companies to the market relying deeply on AI technologies;
• our ability to successfully identify, manage and integrate acquisitions; and
• other factors as described in the section below.
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Economic and External Risks
Our international operations expose
us to the risk of fluctuations in currency exchange rates.
Our revenues are generated primarily in U.S. dollars and a major portion of our expenses
are denominated in U.S. dollars. As a result, we consider the U.S. dollar to be our functional currency. A significant portion of our
revenues are also generated in Euros. Other significant portions of our expenses are denominated in Israeli shekel (ILS) and, to a lesser
extent, in Euros and other currencies. Our ILS-denominated expenses consist principally of salaries and related personnel expenses. We
anticipate that a material portion of our expenses will continue to be denominated in ILS. In the past years, we have experienced material
fluctuations between the ILS and the U.S. dollar and we anticipate that the ILS will continue to fluctuate against the U.S dollar in the
future. In 2025, the ILS appreciated by approximately 14% against the U.S. dollar, and during the beginning of 2026 has continued to appreciate
materially against the U.S. dollar, while in 2024 the ILS depreciated by approximately 1% against the U.S. dollar. In 2025, the Euro appreciated
by approximately 13% against the U.S. dollar, and in 2024 the Euro depreciated by approximately 6% against the U.S. dollar. As the U.S
dollar weakens against the ILS, we are exposed to negative impact on our results of operations, since a significant portion of our expenses
(particularly salaries and other employee-related costs) are denominated in ILS. Moreover, if the U.S. dollar strengthens against the
Euro, our results of operations generated by revenue in the EUR may be negatively impacted.
We translate sales and other results denominated in foreign currency into U.S. dollars
for our financial statements. During periods of a strengthening dollar, our reported international sales and earnings have been, and could
continue to be, reduced because foreign currencies may translate into fewer U.S. dollars.
We use derivative financial instruments, such as foreign exchange forward contracts,
in an effort to mitigate the risk of changes in foreign exchange rates on forecasted cash flows. We may not purchase derivative instruments
adequately to insulate ourselves from foreign currency exchange risks. Volatility in the foreign currency markets may make hedging our
foreign currency exposures challenging. In addition, because a portion of our revenue is not earned in U.S. dollars, fluctuations in exchange
rates between the U.S. dollar and the currencies in which such revenue is earned may have a material adverse effect on our results of
operations and financial condition. We could be adversely affected when the U.S. dollar strengthens relative to the local currency between
the time of a sale and the time we receive payment, which would be collected in the devalued local currency. Accordingly, if there is
an adverse movement in one or more exchange rates, we might suffer significant losses and our results of operations may otherwise be adversely
affected. Uncertainty in global market conditions has resulted in and may continue to cause significant volatility in foreign currency
exchange rates which could increase these risks. As our international operations expand, our exposure to these risks also increases.
The invasion of Ukraine by Russia, and the
related disruptions to the global economy and financial markets, has affected and could continue to adversely affect our operations with
our service provider in Poland, as well as our business, financial condition and results of operations as a whole.
In response to the conflict, the United States, the European Union, Japan and the
United Kingdom, among others, have announced targeted economic sanctions on Russia, the regions of Donetsk and Luhansk, certain Russian
citizens and enterprises, including financial measures such as freezing Russia’s central bank assets and limiting its ability to
access its dollar reserves. The continuation of the conflict may trigger a series of additional economic and other sanctions enacted by
the United States and other countries, as well as counter responses by the governments of Russia or other jurisdictions, which could adversely
affect the global financial markets generally, levels of economic activity, and increase financial markets volatility. The potential impact
of bans, sanction programs and boycotts on our business is uncertain at the current time due to the fluid nature of the military conflict
and international responses to it, but it could result in a material adverse effect on our business, financial condition, and results
of operations. In addition, the potential impacts include supply chain and logistics disruptions, financial impacts including volatility
in commodity prices, foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity
threats and other restrictions.
8
Risks Related to our Business and Results of Operations
Our future growth and prospects depend significantly
on our ability to grow revenues from the recurring revenue deals such as “Security-as-a-service” (SECaaS) and other “as
a Service” offerings.
We generated 26% of our revenues in 2025, 18% of our revenues in 2024 and 11% of our
revenues in 2023 from our SECaaS offering. While we continue to forecast significant future expansion of our SECaas business, the growth
of our SECaaS recurring revenue model has been slower than originally anticipated. We will need to expand the number of recurring security
revenue deals and the end user penetration within existing customers to achieve the goals that we have set for our business. This will
involve a number of steps. Initially, we need to persuade Communication Service Providers (CSPs) as to the benefits that Allot Secure
can offer them in terms of driving additional revenue. Those CSPs, with our support, will then need to persuade their customers, consumers
and small and medium-sized businesses, to subscribe for security services. We expect that we will need to demonstrate the value that our
services offer and add new features to both (i) retain customers in the face of competition and (ii) to capitalize on opportunities where
CSPs currently using our competitors’ products are considering a change. We face significant challenges in growing our security
business and our failure to do so would adversely impact our future growth and prospects.
Our revenues and business may be adversely
affected if we do not effectively compete in the markets in which we operate, or expand into new markets.
We compete against large companies in a rapidly evolving and highly competitive sector
of the networking technology and security markets, which offer, or may offer in the future, competing technologies, including partial
or alternative solutions to operators’ and enterprises’ challenges, and which, similarly to us, intensely pursue the largest
service providers (referred to as Tier 1 operators) as well as large enterprises. Our ability to compete effectively in these markets
may be limited since our competitors may have greater financial resources, significant market share and established relationships with
operators and distribution channels.
Our Deep Network Inspection (DNI) technology enabled offerings face significant competition
from router and switch infrastructure companies that integrate functionalities into their platforms, addressing some of the same types
of issues that our products are designed to address.
Our security products are offered to operators and are deployed in their networks,
enabling them to provide security services to their end customers. Such products face significant competition from the established security
companies that directly offer to end customers security applications to be installed on their devices; companies that approach that directly
offer cloud security products to the business enterprise sector through distribution channels; companies that offer their products through
operators in that or another business model; and companies that offer security products bundled with other products. By offering our security
products to operators that provide security services to both business enterprises and individual end customers, we aim to expand the reach
of our products. However, this business model may prove to be slower to market or less effective than our competitors’ models, in
which case our business and growth prospects may be harmed. In addition, as we introduce new solutions for this product line, strong competition
from established vendors may require higher investments than anticipated and may cause us to lose focus on products that currently comprise
a big portion of our revenues.
Certain of our current direct competitors are substantially larger than we are and
have significantly greater financial, sales and marketing, technical, manufacturing and other resources. As the intelligent broadband
solutions market has grown, including the markets for DNI enabled solutions for mobile networks and for security products, new competitors
have entered and may continue to enter the market. This competition has contributed to slowing growth of network intelligence bids for
CSPs. Furthermore, our market is subject to industry consolidation, as companies attempt to maintain or strengthen their positions in
our evolving industry. Some of our current and potential competitors have made acquisitions or have announced new strategic alliances
designed to position them to provide many of the same products and services that we provide to both the service provider and enterprise
markets.
9
In addition, the emergence of new market entrants leveraging advanced Artificial Intelligence
technologies may disrupt certain use cases and customer segments, potentially challenging our competitive position and impacting demand
for our solutions.
If our competitors announce new products, services or enhancements that better meet
the needs of customers or changing industry requirements, offer alternative methods to achieve customer objectives or implement faster
go to market strategies, if our business model proves less effective than those of our competitors, if new competitors enter the market,
or if industry consolidation results in stronger competitors with wider range of product offerings and greater financial resources, our
ability to effectively compete may be harmed, which could have a material adverse effect on our business, financial condition or results
of operations.
In addition to enhancing our presence in existing markets, we will need to continue
to expand our global reach to enter new markets and build local delivery and support teams to serve customers in new territories.
Our revenues and business will be harmed if
we do not keep pace with changes in broadband applications, network security threats and with advances in technology, or if we do not
achieve widespread market acceptance, including through significant investments.
We will need to invest heavily in the continued development of our technology in order
to keep pace with rapid changes in applications, increased broadband network speeds, network security threats and with our competitors’
efforts to advance their technology. Our ability to develop and deliver effective product offerings depends on many factors, including
identifying our customers’ needs, technical implementation of new services and integration of our products with our customers’
existing network infrastructure. While we plan to continue introducing innovative products, we cannot provide any assurance that new products
we introduce will achieve the level of market acceptance that we target. Designers of broadband applications and distributors of various
network security threats that our products identify, manage or mitigate are using increasingly sophisticated methods to avoid detection
and management and/or mitigation by network operators.
Additionally, the emergence of Artificial Intelligence enabled security threats—such
as automated malware generation, adaptive phishing campaigns, deep fake driven fraud, and AI orchestrated largescale attacks—may
significantly increase the speed, volume and sophistication of cyberattacks. These developments may outpace our defensive capabilities,
require rapid and substantial investment in new technologies, and reduce the effectiveness of our existing solutions, which could materially
adversely impact our business and competitive position.
Even if our products successfully identify a particular application, it is sometimes
necessary to distinguish between different types of traffic belonging to a single application. Accordingly, we face significant challenges
in ensuring that we identify new applications and new versions of current applications as they are introduced, without impacting network
performance, especially as networks become faster. This challenge is increased as we seek to expand sales of our products to new geographic
territories because the applications vary from country to country and region to region.
The network equipment market is characterized by rapid technological progress, frequent
new product introductions, changes in customer requirements and evolving industry standards. To compete, we need to achieve widespread
market acceptance. Alternative technologies could achieve widespread market acceptance and displace the technology on which we have based
our product architecture. Our business and revenues will be adversely affected if we fail to develop enhancements to our products, in
order to keep pace with changes in broadband applications, network security threats and advances in technology. We can give no assurance
that our technological approach will achieve broad market acceptance or that other technology or devices will not supersede our technology
and products.
10
Additionally, as the adoption of 5G continues to expand, we will need to adapt the
functionality of our products to comply with the design and standards prescribed by the 3rd Generation Partnership Project (the 3GPP Organization),
which is responsible for the industry standardization effort and requires significant investment. Our business may be affected if we are
unable to adapt our existing products in a quick and timely manner or successfully develop and introduce solutions supporting 5G networks.
In addition, in 4G/LTE networks, Allot provides a Traffic Detection Function (TDF) element of the core network. According to the recent
network design specifications, published by the 3GPP Organization, in 5G networks this TDF function will be merged with the User Plane
Function (UPF), which is provided by major NEP (Network Equipment Provider) competitors. This change in network architecture may jeopardize
Allot’s ability to sell a standalone TDF function, which may have a material adverse impact on our business and financial results.
We have a history of losses and may not be
able to achieve or maintain profitability in the future.
We have a history of net losses in the last ten years. We had a net income of $3.7
million in 2025 and net loss of $5.9 million in 2024. In the future, we intend to continue to invest in research and development and sales
and marketing, which we believe will contribute to our future growth. We can provide no assurance that we will be able to achieve or maintain
profitability, and we may incur losses in the future if we do not generate sufficient revenues.
Our inability to maintain operating discipline and cost efficiencies
could adversely affect our business and financial condition.
We have implemented operational improvements and cost efficiency measures that have
stabilized our cost structure. However, we may not be able to sustain these improvements or realize additional operational efficiencies
in the future due to unforeseen difficulties, market conditions, or unexpected costs. If we are unable to maintain our current level of
operational efficiency and cost discipline, our operating results and financial condition would be adversely affected.
While we have achieved greater stability in our operations and workforce, we cannot
guarantee that future business conditions will not require additional cost reduction measures, including potential workforce adjustments.
Any future workforce reductions or significant cost cutting measures could yield unanticipated consequences, such as adversely impacting
our ability to perform our contractual obligations in a timely manner and at the required level of quality, attrition beyond planned reductions,
increased difficulties in our day-to-day operations, and reduced employee morale. Additionally, such measures could make it difficult
for us to pursue new opportunities and initiatives, potentially requiring us to hire qualified personnel and incur additional costs and
expenses.
Furthermore, competitive pressures or changes in market conditions may require us
to increase investments in certain areas of our business even while maintaining overall cost discipline, and we may be unsuccessful in
balancing these competing demands. Our failure to successfully maintain operational discipline while positioning ourselves for growth
may have a material adverse impact on our business, financial condition, and results of operations.
Our revenues and business from the enterprise
market may be adversely affected by new market and technology trends, including public cloud adoption and the transition to 5G networks.
Our business from the enterprise market depends on new market and technology trends.
For example, some enterprises are implementing a new network architecture, transitioning their datacenter infrastructure to public clouds
(such as AWS, Azure, and Google), in which most of the data traffic is sent directly to and from the public cloud. In such designs, Allot’s
products deployed at the central location of the enterprise datacenter will have less traffic capacity to manage and will provide only
partial visibility into the enterprise’s traffic. This may erode the value provided by Allot’s solutions and reduce the amount
of revenues derived from the enterprise market. Additionally, some enterprises might decide to outsource their network operation to a
public cloud, which would diminish the need for Allot’s products. Due to these factors, we do not anticipate additional growth in
the enterprise market.
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In addition, our efforts to penetrate the public cloud market with new products may
fail, and such products may not generate sufficient revenues to justify our investment. We are investing resources in the development
and introduction of new products designed for deployment in public cloud environments. However, the public cloud market is highly competitive,
rapidly evolving and dominated by large incumbents with significant technological, financial and go-to-market advantages. Our ability
to succeed in this market depends on accurately identifying customer needs, developing differentiated capabilities, achieving technical
integration with major cloud platforms, and establishing effective sales channels. There is no assurance that our new cloud-focused offerings
will gain market acceptance or meaningfully differentiate themselves from competing solutions. In addition, customers may be slow to adopt
our cloud-based products, may prefer native cloud provider tools, or may require features and integrations that we are unable to provide
in a timely or cost effective manner. As a result, our cloud initiatives may not generate the level of revenue we expect, may require
additional ongoing investment, and could ultimately fail to achieve commercial viability, which would adversely affect our growth prospects
and financial performance.
Our revenues and business may be adversely
affected due to decline in revenues and profits of CSPs.
A substantial amount of our revenues are currently generated from CSPs. Many of these
CSPs are facing declining revenues and profits due to commoditization of the voice and data services they provide and limited success
in introduction of the new services for the consumers. In addition, many CSPs are seeing a rise in operational expenses due to the global
energy crisis, which may affect their budget allocation for new projects. This might impact their ability to continue to purchase our
products and services for the prices we charge or will be unable to purchase these products and services entirely. The outcome of such
could result in a decline in our revenues and profits and adversely affect our business.
The growth of aging receivables and a deterioration
in the collectability of these accounts could materially and adversely affect our results of operations.
We provide for doubtful debts principally based upon the aging of accounts receivable,
in addition to the collectability of specific customer accounts, our history of doubtful debts, and the general condition of the industry.
In 2023, we booked a credit loss of $23 million related to sales that we made to resellers in Africa and a customer in America. Most of
the revenue related to those sales was recognized in 2022. Recognition of the credit losses in 2023 adversely impacted our results of
operations and share price and any such outcome with respect to our currently past-due receivables could have a similar material adverse
impact on us. During 2024, we adopted new credit limit procedures and, in 2025 and 2024, we recorded a $0.1 and $0.2 million doubtful
debt provision, respectively.
We depend on our network intelligence solutions
for the substantial majority of our revenues.
In the past few years, we have increased sales of our security products. However,
sales of our network intelligence solutions, which provide service providers and governmental customers with visibility and control of
their networks, continue to account for a major portion of our revenues, and accounted for 63% of our total revenue in 2025. If we are
unable to increase these sales, or compensate for them by sales of security products, our business will suffer. In addition, service providers
may choose embedded or integrated solutions using routers and switches from larger networking vendors over a standalone solution that
we offer. Any factor adversely affecting our ability to sell, or the pricing of or demand for, our network intelligence solutions would
severely harm our ability to generate revenues and could have a material adverse effect on our business.
We depend on one or more significant customers
and the loss of any such significant customer or a significant decrease in business from any such customer could harm our results of operations.
In 2025, our ten largest customers accounted for 40.7% of our total revenues. In 2024,
our ten largest customers accounted for 42.7% of our total revenues. The loss of any significant customer or a significant decrease in
business from any such customer could have a material adverse effect on our revenues, results of operations and financial condition.
12
Sales of our products to large service providers
can involve a lengthy sales cycle, which may impact the timing of our revenues and result in us expending significant resources without
making any sales.
We may incur significant expenses without generating any sales. Our management
views realization of revenue from signed contracts as a primary challenge for our current business model and failure to do so could adversely
affect our profitability.
As of 2025, our primary sales strategy is to target large, strategic accounts, while
implementing minimum revenue thresholds or customer assurances for our small to medium sized accounts. While we believe this strategy
will generate greater revenue and help us achieve profitability sooner, it may decrease our market share. Additionally, there is inherent
risk in implementing a new business plan successfully. If we are unable to secure large, strategic accounts, the economic harm to our
business will be exacerbated due to this strategic shift.
Our sales cycles to large service providers, including carriers, mobile operators
and cable operators, are generally lengthy because these end-customers consider our products to be critical equipment and undertake significant
testing to assess the performance of our products within their networks. Furthermore, many of our product and service arrangements
with our customers provide that the final acceptance of a product or service may be specified by the customer. As a result, we often invest
significant time from initial contact with a large service provider until it decides to incorporate our products into its network, and
we may not be able to recognize the revenue from a customer until the acceptance criteria have been satisfied. We have in the past, and
may in the future, cancelled certain contracts that we later anticipate are unlikely to launch projects and generate revenues.
The complexity and scope of the solutions we
provide to larger service providers are increasing, and such larger projects entail greater operational risk and an increased chance of
failure.
The complexity and scope of the solutions and services we provide to larger service
providers are increasing. The larger and more complex such projects are, the greater the operational risks associated with them. These
risks include, but are not limited to, the failure to meet all the requirements of service providers, the failure to fully integrate our
products into the service provider’s network or with third-party products, our dependence on subcontractors and partners and on
effective cooperation with third-party vendors for the successful and timely completion of such projects. If we encounter any of these
risks, we may incur higher costs in order to complete the project and may be subject to contractual penalties resulting in lower profitability.
In addition, the project may demand more of our management’s time than was originally planned, and our reputation may be adversely
impacted.
Our business and revenues may be adversely
affected if consumer security services provided through CSP become commoditized and market pricing declines.
The market for consumer‑focused cybersecurity services in some geographies
is becoming increasingly crowded, with many vendors offering low‑cost or bundled security solutions. As price competition intensifies,
particularly from large platform providers and mobile or fixed broadband operators that bundle security features at little or no incremental
cost, CSP and consumer expectations regarding pricing may shift. Such commoditization could pressure us to reduce prices for our own security
offerings, negatively impacting our margins and overall revenue generation. In addition, consumers may perceive basic protection as a
standard feature rather than a premium service, reducing their willingness to pay for enhanced or differentiated capabilities. If we are
unable to counter these pricing pressures through innovation, value‑added features, or effective go‑to‑market strategies
with our operator partners, our revenues and business could be materially adversely affected.
13
Our business and revenues may be adversely
affected if large enterprise security providers expand into the consumer and SMB segments.
Large enterprise cybersecurity vendors may decide to adapt their product for
targeting consumers and SMBs segments. Their strong brands, extensive threat‑intelligence capabilities, and significant R&D
and marketing resources could enable them to compete more effectively on price, features, or scale. This may reduce differentiation for
our network‑based security solutions and limit our ability to win new deployments with CSPs. If we cannot compete successfully against
these larger vendors, our business, growth prospects and revenues could be materially adversely affected.
Risks Related to Our Technology and Products
Our technology faces challenges due to increased
network encryption.
Our DNI, analytics and security products rely on the ability to read, understand and
analyze the nature of Internet traffic. Due to an increase in network encryption, including the meta-data of the network data packets,
our ability to read, understand and analyze the traffic transmitted becomes impaired and may reduce or eliminate our ability to provide
our customers with the classification and categorization of the traffic and the necessary tools, capabilities and values that they might
require. We will need to continuously invest research and development resources into this domain so that similar value can be provided
to the customers; however, we cannot guarantee success of these activities.
We need to continue to increase the functionality
of our products and offer additional features and products to maintain or increase our profitability.
The commoditization of DNI technology and the introduction of competitive features
and services may result in a decrease of the average sale prices of our DNI technology enabled products.
The market in which we operate is highly competitive and unless we continue to enhance
the functionality of our products, add additional features and offer additional products, our competitiveness may be harmed.
We seek to offset this risk by enhancing our products by offering higher system speeds,
additional features, such as advanced Quality of Experience (QoE) management functionality, and support for additional applications and
enhanced reporting tools. We also continuously endeavor to ensure our solutions comply with contemporary network and software architectures
such as, but not limited to, virtualized network services (NFV), containerized deployments and 5G networks compliance.
Our products offer customers additional tools to increase the efficiency of their
networks or to help them offer additional services to their end customers and derive additional revenues from their end customers. The
industry and market for our products are still developing and are affected, among others, by trends and changes in internet broadband
traffic, including changes in methods used by various content providers and broadband applications and evolution of network security threats.
We cannot provide any assurance that demand for our additional features and products
will continue or grow, or that we will be able to generate revenues from such sales at the levels we anticipate or at all. Any inability
to sell or maintain our additional features and products may lead to commercial disputes with our customers and increased spending on
technical solutions, any of which may negatively impact our results of operations.
14
A failure of our products may adversely affect
the operation of our customers’ live networks or the quality and scope of service to our customers and their end users, including,
specifically with regard to security protection which could materially harm our reputation, brand position, and financial condition.
Our products are, generally, installed in line as part of our customers’ networks
and provide a wide range of services that our customers may offer to their own customers. We endeavor to avoid any interruption to the
regular operation of our customers’ networks, any reduction of quality of services or failure to provide the quality and/or scope
of services to users, including, by performing certain tasks during predetermined maintenance windows, and implementing a system bypass,
in the event of malfunctions. In addition, we offer security protection services offered by our customers to their end users at a certain
level and terms of performance. However, in certain cases, a failure of our products or failure of our products to perform in accordance
with the performance levels to which we may be committed, may result in our customers experiencing total or partial network unavailability,
loss of functionality, denial of service and access, interruption of live traffic on our customers’ networks, loss of security protection
or inability to provide similar services to our customers’ end users. Such failure of our products, may cause disputes with our
customers, adversely affect our reputation, lead to loss of revenues and potential legal exposure.
Our products are highly technical and any undetected
software or hardware errors in our products could have a material adverse effect on our operating results.
Our products are complex and are incorporated into broadband networks, which are a
major source of revenue for service providers and support critical applications for subscribers and enterprises. Due to the highly technical
nature of our products and variations among customers’ network environments, we may not detect product defects until our products
have been fully deployed in our customers’ networks. Regardless of whether warranty coverage exists for a product, we may be required
to dedicate significant technical resources to repair any defects. If we encounter significant errors, we could experience, among other
things, loss of major customers, cancellation of orders, increased costs, delay in recognizing revenues and damage to our reputation.
We could also face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and
may divert management’s attention. In addition, if our business liability insurance is inadequate or future coverage is unavailable
on acceptable terms or at all, our financial condition could be harmed.
Demand for our DNI technology enabled products
depends, in part, on the rate of adoption of bandwidth-intensive broadband applications, and the impact multiple applications may have
on network speed.
Our DNI technology enabled products are used by service providers and enterprises
to monitor and manage bandwidth-intensive applications that cause congestion in broadband networks and impact the quality of experience
for users. Demand for our products is driven particularly by growth in applications, which are highly sensitive to network delays and
therefore require efficient network management. If the rapid growth in the adoption of such applications does not continue, the demand
for our products may be adversely impacted.
Demand for our security products depends, in
part, on continued evolution of on-line threats as well as on operators’ interest in providing security services to their end customers.
Our security products are used by service providers to offer security services to
their end customers, comprising both business enterprises as well as individual end customers. The demand for these services depends highly
on continued evolution and increase of online threats. In the event that such threats decrease, that end customers are unwilling to incur
the costs of security services and/or that ISPs do not continue to pursue security services to their end customers as a revenue source,
demand for our security products may be materially adversely impacted.
Issues in the use of artificial intelligence
(“AI”) (including machine learning) in our products may result in reputational harm, liability or impact our financial results.
We have integrated a range of AI-powered features and capabilities into our Allot
Secure Management (ASM) and Allot Secure Cloud products. Failing to adopt such capabilities effectively may harm our ability to effectively
compete in the market. At the same time, AI presents risks and challenges that could affect its further development, adoption, and use,
and therefore our business, products, services and revenues. AI algorithms may be flawed and may present risks due to a lack of back-testing.
Datasets in AI training, development and/or operations may be insufficient, of poor quality, or embed unwanted forms of bias. Outputs
of AI systems may include hallucinations, bias or other forms of discrimination. Inappropriate or controversial data practices by, or
practices reflecting inherent biases of, data scientists, engineers, and end-users of our systems could impair the acceptance of AI enhanced
solutions. If the recommendations, forecasts, or analyses that AI-powered applications assist in producing are deficient or inaccurate,
we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios present ethical
issues, for example, due to unintentional biases that may stem from the predictive nature of AI algorithms, and we may enable or offer
solutions that draw controversy due to their perceived and actual impact on society. We could suffer reputational or competitive damage
as a result of any inconsistencies in the application of the technology or ethical concerns, all of which may generate negative publicity.
We could also face regulatory or legal scrutiny, such as a result of potential procedural due process claims stemming from the use of
the technology. We may not be successful in our AI initiatives, which could adversely affect our business, reputation, or financial results.
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The regulatory framework for AI is rapidly evolving as many federal, state, and foreign
government bodies and agencies have introduced or are currently considering additional laws and regulations such as the EU Artificial
Intelligence Act in Europe and regulations under the California Consumer Privacy Act in the United States. See “ITEM 4B: Business
Overview – Government Regulation – AI”. Such additional regulations may impact our ability to develop, use and commercialize
AI technologies in the future. Additionally, existing laws and regulations may be interpreted in ways that may affect our use of AI. As
a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot
yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business, and
we may not always be able to anticipate how to respond to these laws or regulations.
Uncertainty around new and evolving AI regulations and uses may require significant,
additional investment to develop models and responsible-use frameworks. We may in the future experience challenges accessing AI models,
datasets or hardware. Developing, testing and deploying AI systems may increase the cost of our offerings, including due to the nature
of the computing costs involved in such systems. These costs could adversely impact our margins as we continue to make significant investments
in AI development, add AI capabilities to our offerings, and scale our AI offerings, without assurance that our customers and users will
adopt them.
Additionally, concerns, skepticism, and potential misconceptions among customers,
regulators and judicial systems regarding the use of AI and compliance with evolving AI regulations, particularly in relation to the responsible
and ethical use of AI in the law enforcement sector, may impact adoption rates, create legal and reputational risks, and necessitate the
implementation of additional compliance measures. Further, as with any new offerings based on new technologies, consumer reception and
monetization pathways are uncertain, our strategies may not be successful, and our business and financial results could be adversely impacted.
New AI offerings and technologies could modify workforce needs, result in negative publicity about AI, and decrease demand for our existing
products, services and solutions, all of which could adversely impact our business.
Compliance with these laws and regulations may be onerous and expensive and may be
inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and the risk of liability. Any such increase
in costs or increased risk of liability as a result of changes in these laws and regulations, or in their interpretation, could individually
or in the aggregate make our products and services that use AI technologies less attractive to our customers, cause us to change or limit
our business practices, or affect our financial condition and operating results.
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Risks Related to Our Dependence on Third Parties
We depend on third parties to market, sell, and install our products
and to provide initial technical support for our products for a material portion of our business.
We depend on third-party channel partners, such as
distributors, resellers, original equipment manufacturers (OEMs), and system integrators, to market and sell a material portion of our
products to end-customers. In 2025, approximately 43% of our revenues were derived from channel partners. In some cases, our channel partners
are also responsible for installing and providing initial customer support for our products, with our continuous technical assistance.
In most cases, the partners are responsible for the initial customer support (Tier 1 support), while we act as the escalation level. As
a result, we depend on the ability of our channel partners to successfully market and sell our products to these end-customers. We can
give no assurance that our channel partners will market our products effectively, receive and fulfill customer orders for our products
on a timely basis or continue to devote the resources necessary to provide us with effective sales, marketing and technical support. In
addition, our channel partners may experience disruptions in, or be prevented from, conducting business activities as a result of macroeconomic
factors, which could have a material adverse effect on our results of operations. Any failure by our channel partners to provide adequate
initial support to end-customers could result in customer dissatisfaction with us or our products, which could result in a loss of customers,
harm our reputation and delay or limit market acceptance of our products. Our products are complex and it takes time for a new channel
partner to gain experience in the operation and installation of these products. Therefore, it may take a long period of time before a
new channel partner can successfully market, sell and support our products if an existing channel partner ceases to sell our products.
Additionally, our agreements with channel partners are generally not exclusive and our channel partners may market and sell products that
compete with our products. Our agreements with our distributors and resellers are usually for an initial one-year term and following the
expiration of this term, are usually automatically renewed for additional one year periods, unless terminated by either party. We can
give no assurance that these agreements will continue to remain in effect. If we are unable to maintain our relationships with existing
channel partners and to develop relationships with new channel partners in key markets our profitability and results of operations may
be materially adversely affected.
We integrate into or bundle various third-party
solutions with our products and may integrate or offer additional third-party solutions in the future. If we lose the right to use such
solutions, our sales could be disrupted, and we would have to spend additional capital to replace such components.
We integrate various third-party solutions into our products and offer third-party
solutions bundled with our products. We may integrate or offer additional third-party solutions in the future. Sales of our products could
be disrupted if such third-party solutions were either no longer available to us or no longer offered to us on commercially reasonable
terms. In either case, we would be required to spend additional capital to either source alternative third-party solutions, redesign our
products to function with alternate third-party solutions or develop substitute components ourselves. As a result, our sales may be delayed
and/or adversely affected and we might be forced to limit the features available in our current or future product offerings, which could
have a material adverse effect on our business.
We currently depend on a limited number of
subcontractors to integrate, assemble, store and service, as well as provide hardware and warranty support for, our Service Gateway platform
and Network Management System. If any one of these subcontractors experiences delays, disruptions, quality control problems or a loss
in capacity, our operating results could be adversely affected.
We currently depend on a limited number of subcontractors, such as Malam Team and
Arrow Electronics, to integrate, assemble, test, store, package and prepare for shipment our various Service Gateway, Network Management
and Enterprise platforms. If any of these subcontractors experience delays, disruptions or quality control problems in manufacturing or
integrating our products or if we fail to effectively manage our relationships with them, product shipments may be delayed and our ability
to deliver certain products to customers could be adversely affected.
Certain hardware and software components for
our products come from single or limited sources and we could lose sales if these sources fail to satisfy our supply requirements or if
our customers refuse to implement components from certain sources.
We obtain certain hardware components used in our products from single or limited
sources.
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The global AI industry has generated increased demand for off-the-shelf hardware components
across multiple industries, including components necessary for the production of our solutions. We carry approximately three to nine months
of inventory of key components, however this new demand has resulted in and may continue to result in shortages of components necessary
for our solutions, substantial increases in prices for such components and suppliers requiring us to increase lead times and adjust purchase
quantities of such components in advance in order to secure sufficient supply. Such shortages of components, as well as the increases
in pricing, order requirements and lead times, has and may continue to impact our cost of goods and products and our ability to supply
solutions to our customers on time.
Although such hardware components are off-the-shelf items, because our systems have
been designed to incorporate these specific hardware components, any change to these components due to an interruption in supply chains
or our inability to obtain such components on a timely basis may require engineering changes to our products before substitute hardware
components could be incorporated. Such changes could be costly and could result in lost sales particularly to our traffic management systems.
If we or our contract manufacturers fail to obtain components in sufficient quantities when required, our business could be harmed.
We obtain certain software components of our security products from a few limited
sources, depending primarily on our customers’ preferences. In the event that we are no longer able to source such software components
from a particular source, and our customers refuse to implement components from our alternative sources, we may be required to identify
an alternative source from which we do not currently acquire such software or develop such software ourselves. This may result in disputes
with our customers and/or cancellation or delay of orders, which may materially adversely affect our business.
Our suppliers also sell products to our competitors and may enter into exclusive arrangements
with our competitors, stop selling their products or components to us at commercially reasonable prices or refuse to sell their products
or components to us at any price. Our inability to obtain sufficient quantities of single-source or limited-sourced components or to develop
alternative sources for components or products would harm our ability to maintain and expand our business.
Legal, Regulatory and Compliance Risks
We are subject to certain regulatory regimes
that may affect the way that we conduct business internationally, and our failure to comply with applicable laws and regulations could
materially adversely affect our reputation and result in penalties and increased costs.
We are subject to a complex system of laws and regulations related to international
trade, including economic sanctions and export control laws and regulations. We also depend on our distributors and agents outside of
Israel for compliance and adherence to local laws and regulations in the markets in which they operate. It is our policy not to make direct
or indirect prohibited sales of our products, including into countries or to persons sanctioned under laws to which we are subject, and
to contractually limit the territories into which our channel partners may sell our products. None of our contracts with channel partners
authorize or contemplate any activities with sanctioned countries or sanctioned entities, and we do not intend to authorize any channel
partner to engage in activities with those countries and entities in the future.
Nevertheless, over 13 years ago, one of our channel partners sold certain of our products
(designed for the enterprise market) outside of its contractually designated territory, including into a sanctioned country, and we subsequently
determined that our contract management protocol for authorizing channel partner sales was not adequately followed in that instance. Although
we are not aware of any channel partner making indirect sales in countries or to persons sanctioned under laws to which we are subject,
there is no guarantee that our channel partners will not make such indirect sales in the future.
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In addition, in June 2025, we submitted an initial voluntary self-disclosure to the
U.S. Bureau of Industry and Security (“BIS”) related to possible export control violations in connection with the provision
of software products and support services to a small number of customers in Russia and our use of subcontractor software engineers in
Belarus who accessed certain of our software and technology. We have undertaken immediate remedial steps and in March 2026 made a final
submission to BIS. We cannot provide any assurance as to the response of BIS to our submission, including the effectiveness of our remedial
steps, and we may be subject to investigations and/or penalties. Any such response or penalty may adversely affect our share price, which
could have a material adverse effect on our business.
Effective March 21, 2026 a license from the Export Control Branch of the Israeli Ministry
of Defense is no longer required to develop, manufacture, integrate and export encryption products or products that incorporate encryption,
including the encryption embedded in substantially all of our products.
We are also subject to the U.S. Foreign Corrupt Practices Act and may be subject to
similar worldwide anti-bribery and anti-corruption laws that generally prohibit companies and their intermediaries from making improper
payments to government officials for the purpose of obtaining or retaining business. Some of the countries in which we operate have experienced
governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local
customs and practices.
We cannot be certain that our procedures will be sufficient to ensure consistent compliance
with applicable sanctions, export control, anti-bribery and anti-corruption laws, or that our employees or channel partners will strictly
follow all policies and requirements to which we subject them. Any alleged or actual violations of these laws by us or our intermediaries
may subject us to government scrutiny, investigation, debarment, and civil and criminal penalties, which may have an adverse effect on
our results of operations, financial condition and reputation.
As with many DNI products, some of our products
have been and may in the future be used by governmental or law enforcement customers in a manner that is, or that is perceived to be,
incompatible with human rights.
We cannot always verify whether our customers are using our products in a lawful or
ethical manner. It is possible that some of our governmental or law enforcement customers have used and may in the future use our products
in a manner that is incompatible with, or that is perceived to be incompatible with, human rights. In some circumstances, governmental
customers may desire to surveil their citizenry and may use our products to achieve those ends. For example, some foreign governments
use internet infrastructure to undermine democratic values through surveillance of and control over online communications between political
activists. Any misuse of our products by our governmental or law enforcement customers, or allegations of misuse, may damage our reputation,
business and results of operations.
Demand for our products may be
impacted by government regulation of the internet and telecommunications industry.
Service providers are subject to government regulation in a number of jurisdictions
in which we sell our products. There are several existing regulations and proposals in the United States, Europe and elsewhere for regulating
service providers’ ability to prioritize applications in their networks. Some advocates for regulating this industry claim that
collecting premium fees from certain “preferred” applications would distort the market for Internet applications in favor
of larger and better-funded content providers. They also claim that this would impact end-users who already purchased broadband access
only to experience response times that differ based on content provider. Some opponents believe that content providers who support bandwidth-intensive
applications should be required to pay service providers a premium in order to support further network investments.
On December 14, 2017, the United States Federal Communications Commission (the “FCC”)
announced that it voted to repeal the Open Internet Report and Order on Remand, Declaratory Ruling, and Order (the “Open Internet
Order”). The Open Internet Order was issued by the FCC and went into effect on June 12, 2015. The Open Internet Order set forth
rules, grounded, among others, on Title II of the Communications Act of 1934; the Open Internet Order regulated both fixed and mobile
Internet Service Providers (ISPs) and prohibited them, subject to reasonable network management, from blocking and/or throttling of lawful
content, applications, services, or non-harmful devices, and from unreasonably interfering or disadvantaging of (i) end users’ ability
to select, access service of the lawful Internet content, applications, services, or devices of their choice or (ii) edge providers’
ability to make lawful content, applications, services, or devices available to end users. The Open Internet Order also prohibited paid
prioritization of content. The repeal largely reversed the Open Internet Order, including the classification of broadband Internet service
as a telecommunications service, which is subject to certain common carrier regulations, and restored the regulatory framework that preceded
the Open Internet Order. Because our products allow ISPs to identify network traffic and facilitate traffic management, the reinstatement
of this traditional regulatory framework has not, to date, affected but may in the future affect ISP’s demand for certain of our
products. The repeal of the Open Internet Order was upheld by a federal appeals court in October 2019, however, the repeal does not preclude
state and local governments from enacting their own net neutrality rules and certain U.S. states have already implemented net neutrality
protections which could impact our operations.
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On April 30, 2016, Regulation (EU) 2015/2120 of the European Parliament and of the
Council came into effect, setting forth the first EU-wide Net Neutrality (“Open Internet”) rules. Under these rules, blocking,
throttling and discrimination of internet traffic by ISPs is prohibited in the EU, with three exceptions: (i) compliance with legal obligations;
(ii) integrity of the network; and (iii) congestion management in exceptional and temporary situations. Outside these exceptions, there
can be no prioritization of traffic within an internet access service. However, equal treatment permits reasonable day-to-day traffic
management according to objectively justified technical requirements, and which must be independent of the origin or destination of the
traffic and of any commercial considerations. These rules also allow internet access providers, as well as content and applications providers,
to offer special services with specific quality requirements (provided the Open Internet is not negatively affected by the provision of
these services). Such specialized services cannot be a substitute to internet access services can only be provided if there is sufficient
network capacity to provide them in addition to any internet access service and must not be to the detriment of the availability or general
quality of internet access services for end-users.
Such regulation of both fixed and mobile ISPs, in European Economic Area (EEA) Member
States, may limit ISPs’ ability to manage, prioritize and monetize their network. Additionally, these regulations may attract growing
public debate and attention of regulators in other jurisdictions we operate in. Demand from service providers, in affected jurisdictions,
for the traffic management and subscriber management features of our products may be adversely affected by such regulations. A decrease
in demand in the future could adversely impact sales of our products and could have a material adverse effect on our business, financial
condition or results of operations.
Our failure to comply with data privacy laws
may expose us to reputational harm and potential regulatory actions and fines.
Strict data privacy laws regulating the collection, transmission, storage and use
of employee data and consumers’ personal information applicable to ISPs are evolving in the US, European Union (“EU”)
and other jurisdictions in which we sell our products. Such regulations have increased our compliance and administrative burden significantly
and require us to invest resources and management attention in order to update our IT systems to meet the new requirements, including
those related to recordkeeping of personal identifiable information and segregation of duties.
Given the global nature of our operations, we are subject to a variety of local, state,
national, and international laws and directives and regulations related to privacy and data protection, data security, data storage, and
retention, data transfer and deletion, and technology protection, AI and personal information. These laws include the following:
• The European General Data Protection Regulation (“GDPR”) and the equivalent UK legislation.
• U.S. state and federal laws, including the California Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy Rights Act (CPRA).
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• The Israeli Privacy Protection Law, 1981, along with its regulations such as the Israeli Privacy Protection Regulations (Data Security) 2017
The GDPR and other privacy and data protection laws may be interpreted and applied
differently from country to country and may create inconsistent or conflicting requirements. Such regulations increase our customers’
compliance and administrative burden significantly and may require us to adapt certain of our products, as well as our support and maintenance
services, if necessary, to different requirements in EEA Member States, as well as in the US, in order to allow our customers in such
jurisdictions, to comply with such regulations. There is also no assurance that we will be able to adapt our products and/or our support
and maintenance services sufficiently in order to allow our customers in various jurisdictions to comply with such regulatory requirements
in each jurisdiction.
As data protection and privacy-related laws and regulations continue to evolve, these
changes may result in increased regulatory and public scrutiny, escalating levels of enforcement and sanctions and increased costs of
compliance. Therefore, we may be required to modify the features and functionalities of certain of our products, in a manner that is less
attractive to customers. Such adjustments of our products, if required, may require extensive financial investments and may take long
periods of time, leading to delay in sales cycles, deployment of our products and recognition of related revenues. Furthermore, we may
be required to adjust the geographical and operational structure of our Customer Success department, if required, and this may entail
extensive financial investments in providing support and maintenance services.
For more information, see “ITEM 4B: Business Overview – Government Regulation
– Data Privacy.”
Risks Related to Our Intellectual Property and Proprietary Information
If we are unable to successfully protect the
intellectual property embodied in our technology, our business could be materially adversely affected.
Know-how relating to networking protocols, building carrier-grade systems, identifying
applications and developing and maintaining security products is an important aspect of our intellectual property. It is our practice
to have our employees sign appropriate non-compete agreements when permitted under applicable law. These agreements prohibit our employees
who cease working for us from competing directly with us or working for our competitors for a limited period of time. The enforceability
of non-compete clauses in certain jurisdictions in which we operate may be limited. Under the current laws of some jurisdictions in which
we operate, we may be unable to enforce these agreements and it may thereby be difficult for us to restrict our competitors from gaining
the expertise our former employees gained while working for us.
Further, to protect our know-how, we customarily require our employees, distributors,
resellers, software testers and contractors to execute confidentiality agreements or agree to confidentiality undertakings when their
relationship with us begins. Typically, our employment contracts also include clauses regarding assignment of intellectual property rights
for all inventions developed by employees and non-disclosure of all confidential information. We cannot provide any assurance that the
terms of these agreements are being observed and will be observed in the future. Because our product designs and software are stored electronically
and thus are highly portable, we attempt to reduce the portability of our designs and software by physically protecting our servers through
the use of closed networks, which prevent external access to our servers. We cannot be certain, however, that such protection will adequately
deter individuals or groups from wrongfully accessing our technology. Monitoring unauthorized use of intellectual property is difficult
and some foreign laws do not protect proprietary rights to the same extent as the laws of the United States. We cannot be certain that
the steps we have taken to protect our proprietary information will be sufficient. In addition, to protect our intellectual property,
we may become involved in litigation, which could result in substantial expenses, divert the attention of management, or materially disrupt
our business, all of which could adversely affect our revenue, financial condition and results of operations.
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We also aim to protect our intellectual property with patent protection. As of December
31, 2025, we had a patent portfolio consisting of 20 patent families, including 28 in-force U.S. patents and 19 in-force patents in Canada,
Israel and other jurisdictions. There can be no assurance that:
• current or future U.S. or foreign patents applications will be approved;
• our issued patents will protect our intellectual property and not be held invalid or unenforceable if challenged by third-parties;
• we will succeed in protecting our technology adequately in all key jurisdictions in which we or our competitors operate;
• the patents of others will not have an adverse effect on our ability to do business; or
• others will not independently develop similar or competing products or methods or design around any patents that may be issued to us.
Any failure to obtain patents, inability to obtain patents with claims of a scope
necessary to cover our technology or the invalidation of our patents may weaken our competitive position and may adversely affect our
revenues.
Additionally, the dynamic nature of intellectual property law, combined with rapid
technological advancements, underscores the importance of ongoing vigilance and strategic management of our patent portfolio to safeguard
our innovations. We continually evaluate our intellectual property assets and pursue appropriate protections where feasible, while also
monitoring the competitive landscape for potential threats or opportunities. As we expand our global operations and introduce new solutions,
our ability to adapt to differing legal standards and enforcement practices in various jurisdictions will remain crucial in protecting
our proprietary technologies and maintaining our market position.
We use certain “open source” software
tools that may be subject to intellectual property infringement claims, the assertion of which could impair our product development plans,
interfere with our ability to support our clients or require us to pay licensing fees.
Certain of our products contain open source code, and we may use more open source
code in the future. Open source code is the type of code that is covered by a license agreement that permits the user to copy, modify
and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements. The original developers
of the open source code provide no warranties on such code. As a result of our use of open source software, we could be subject to suits
by parties claiming ownership of what we believe to be open source code, and we may incur expenses in defending claims that we did not
abide by the open source code license. If we are not successful in defending against such claims, we may be subject to monetary damages
or be required to remove the open source code from our products. Such events could disrupt our operations and the sales of our products,
which would negatively impact our revenues and cash flow. In addition, under certain conditions, the use of open source code to create
derivative code may obligate us to make the resulting derivative code available to others at no cost. If we are required to publicly disclose
the source code for such derivative products or to license our derivative products that use an open source license, our previously proprietary
software products would be available to others, including our customers and competitors without charge. While we endeavor to ensure that
no open source software is used in a way which may require us to disclose the source code to our related product, such use could inadvertently
occur. If we were required to make our software source code freely available, our business could be seriously harmed. The use of such
open source code may ultimately subject some of our products to unintended conditions so that we are required to take remedial action
that may divert resources away from our development efforts.
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Disruption to our IT systems could adversely
affect our reputation and have a material adverse effect on our business and results of operations.
Risks related to cybersecurity and privacy, including the activities of criminal hackers,
hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error, are constantly evolving.
Computer hackers and others routinely attempt to breach the security of companies, governmental agencies, technology products, services
and systems.
Our IT systems contain personal, financial and other information that is entrusted
to us by our customers and employees as well as financial, proprietary and other confidential information related to our business, and
we rely on said systems to manage our business, operations and research and development. If these IT systems are compromised as a result
of cyber-attacks or cyber-related incidents, it could result in the loss or misappropriation of sensitive data or other disruption to
our operations. Although we have a cybersecurity program designed to protect and preserve the integrity of our information technology
systems, we have experienced and expect to continue to experience cyber-attacks of our IT systems or networks (such as limited phishing,
ransomware and malware activities identified by us in the past, which were mitigated). Although prior known cyber-attacks directed at
us have not had a material effect on our operations or financial condition, due to our current security measures and awareness, which
we continue to bolster, we cannot guarantee that any past, future, or ongoing cyber-attacks, or other security breaches or incidents,
against us, if successful, would not have a material impact on our business or financial results, either directly or indirectly.
If our IT systems or those of our customers or third-party providers on which we rely
are compromised as a result of cyber-attacks or cyber-related incidents, it could result in the loss or misappropriation of sensitive
data or other disruption to our operations. It could also disrupt our electronic communications systems and thus our ability to conduct
our business operations, our ability to process customer orders and electronically deliver products and services and our distribution
channels.
Additionally, as a provider of network intelligence and security solutions for mobile
and fixed service providers, an actual or perceived cyber-attack, breach of security or theft of personal data store by us, regardless
of whether the cyber-attack, breach or theft is attributable to the failure of our products, could adversely affect the market’s
perception of the efficacy of our solutions, and current or potential customers may look to our competitors for alternative solutions.
A breach of our systems may also lead defects and security vulnerabilities to be introduced into our software, thereby damaging the reputation
and perceived reliability and security of our products and services and potentially making the data systems of our customers vulnerable
to further data loss and cyber incidents.
Despite our investments in risk prevention and contingencies, data protection, prevention
of intrusions, access control systems and other security measures, we can provide no assurance that our current IT systems are fully protected
against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Any such security breach,
whether actual or alleged, could result in system disruptions or shutdowns and/or destruction, alteration, theft or unauthorized disclosure
of confidential information. Even when an actual or attempted security breach is detected, the full extent of the breach may not be determined
for some time. An increasing number of companies have disclosed security breaches of their IT systems and networks, some of which have
involved sophisticated and highly targeted attacks. We believe such incidents are likely to continue, and we are unable to predict the
direct or indirect impact of these future attacks on our business.
We may be subject to claims of intellectual
property infringement by third parties that, regardless of merit, could result in litigation and our business, operating results or financial
condition could be materially adversely affected.
There can be no assurance that we will not receive communications from third parties
asserting that our products and other intellectual property infringe, or may infringe their proprietary rights. We are not currently subject
to any proceedings for infringement of patents or other intellectual property rights and are not aware of any parties that intend to pursue
such claims against us except for an initial approach from a competitor asserting a potential infringement which we strongly refute. Any
such claim, regardless of merit, could result in litigation, which could result in substantial expenses, divert the attention of management,
cause significant delays and materially disrupt the conduct of our business. As a consequence of such claims, we could be required to
pay substantial damage awards, develop non-infringing technology, enter into royalty-bearing licensing agreements, stop selling our products
or re-brand our products. If it appears necessary, we may seek to license intellectual property that we are alleged to infringe. Such
licensing agreements may not be available on terms acceptable to us or at all. Litigation is inherently uncertain and any adverse decision
could result in a loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses from others and otherwise
negatively affect our business. In the event of a successful claim of infringement against us and our failure or inability to develop
non-infringing technology or license the infringed or similar technology, our business, operating results or financial condition could
be materially adversely affected.
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Risks Related to Our Ordinary Shares
A large amount of our ordinary shares are held by our largest shareholder,
Lynrock Lake Master Fund LP (“Lynrock”), which is able to exert significant influence on us.
As of March 6, 2026, Lynrock beneficially owned 20.5% of the total voting power of
our issued and outstanding ordinary shares. As a result, Lynrock has significant influence over all matters that require approval by our
shareholders, including the appointment and removal of directors and approval of certain significant corporate transactions. Corporate
action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or
preventing a change of control of our Company that other shareholders may view as beneficial.
Under the Israeli Companies Law, 5759-1999, as amended, or the Companies Law, subject
to certain exceptions, Lynrock cannot increase its holding of our ordinary shares to 25% or more of the total voting power of our issued
and outstanding ordinary shares without making a “special tender offer.” See Item 10.B. “Additional Information—Acquisitions
Under Israeli Law—Special Tender Offer”.
The share price of our ordinary shares
has been and may continue to be volatile.
The market price of our ordinary shares has been volatile in the past and may continue
to be volatile. Our quarterly financial performance is likely to vary in the future, and may not meet our expectations or the expectations
of analysts or investors, which may lead to additional volatility in our share price. Many factors could cause the market price of ordinary
shares to fluctuate substantially, including, but not limited to:
• announcements or introductions of technological innovations, new products, product enhancements or pricing policies by us or our competitors;
• winning or losing contracts with service providers;
• disputes or other developments with respect to our or our competitors’ intellectual property rights;
• announcements of strategic partnerships, joint ventures, acquisitions or other agreements by us or our competitors;
• recruitment or departure of key personnel;
• regulatory developments in the markets in which we sell our products;
• our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase program and/or any other share repurchase program which may be approved in the future;
• our sale of ordinary shares or other securities;
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• changes in the estimation of the future size and growth of our markets;
• market conditions in our industry, the industries of our customers and the economy as a whole;
• a failure to meet publicly announced guidance or other expectations; or
• equity awards to our directors, officers and employees.
Share price fluctuations may be exaggerated if the trading volume of our ordinary
shares is too low. The lack of a trading market may result in the loss of research coverage by securities analysts. Moreover, we can provide
no assurance that any securities analysts will initiate or maintain research coverage of our company and our ordinary shares. If our future
quarterly operating results are below the expectations of securities analysts or investors, the price of our ordinary shares would likely
decline. Securities class action litigation has often been brought against companies following periods of volatility.
Our shareholders do not have the same protections
afforded to shareholders of a U.S. company because we have elected to use certain exemptions available to foreign private issuers from
certain corporate governance requirements of the Nasdaq Stock Market (“Nasdaq”).
As a foreign private issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow
Israeli corporate governance practices instead of Nasdaq requirements that apply to U.S. companies. As a condition to following Israeli
corporate governance practices, we must disclose which requirements we are not following and describe the equivalent Israeli law requirement.
We must also provide Nasdaq with a letter from our Israeli outside counsel, certifying that our corporate governance practices are not
prohibited by Israeli law. As a result of these exemptions, our shareholders do not have the same protections as are afforded to shareholders
of a U.S. company.
We currently follow Israeli home country practices with regard to the quorum requirement
for shareholder meetings and shareholder approval of equity compensation plans requirements. As permitted under the Companies Law, our
articles of association provide that the quorum for any meeting of shareholders shall be the presence of at least two shareholders present
in person or by proxy who hold at least 25% of the voting power of our shares instead of 33% of our issued share capital (as prescribed
by Nasdaq’s rules). We do not seek shareholder approval for (i) equity compensation plans in accordance with the requirements of
the Companies Law, which does not reflect the requirements of Rule 5635(c), (ii) the issuance of securities that would result in a change
of control, which does not reflect the requirements of Rule 5635(b), and (iii) certain private issuances of securities representing more
than 20% of our outstanding shares or voting power at below market prices, which does not reflect the requirements of Rule 5635(b).
In the future, we may also choose to follow Israeli corporate governance practices
instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors, compensation of officers,
director nomination procedures and quorum requirements at shareholders’ meetings. In addition, we may choose to follow Israeli corporate
governance practice instead of Nasdaq requirements to obtain shareholder approval for certain dilutive events. 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 U.S. 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 provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports.
As a foreign private issuer, we are exempt from the rules and regulations under the
Exchange Act related to the furnishing and content of proxy statements. Recently enacted U.S. legislation requires our directors and officers
to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to be exempt
from the reporting requirements contained in Section 16(a) of the Exchange Act and our officers, directors and principal shareholders
continue to be exempt from the short-swing profit recovery provisions contained in Section 16(b) 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. We are permitted to disclose limited compensation information
for our executive officers on an individual basis and we are generally exempt from filing quarterly reports with the SEC under the Exchange
Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information
to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable
that the holder will trade in the company’s securities on the basis of the information. These exemptions and leniencies reduce the
frequency and scope of information and protections to which you may otherwise have been eligible in relation to a U.S. domestic issuer.
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We would lose our foreign private issuer status if (a) a majority of our outstanding
voting securities were either directly or indirectly owned of record by residents of the United States and (b) either (i) a majority of
our executive officers or directors were United States citizens or residents, (ii) more than 50% of our assets were located in the United
States or (iii) our business were administered principally in the United States. Our loss of foreign private issuer status would make
U.S. regulatory 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, under U.S. law, 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 accepted governance practices associated with U.S. domestic issuers. Such conversion and modifications
will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain Nasdaq corporate governance
requirements that are available to foreign private issuers.
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, after the application of certain look-through
rules, 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 measured
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
(as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended (Code), we would be characterized as a “passive
foreign investment company” (PFIC), for U.S. federal income tax purposes under the Code. Based on our market capitalization and
the nature of our income, assets and business, we believe that we should not be classified as a PFIC for the taxable year that ended December
31, 2025. However, PFIC status is determined annually and requires a factual determination that depends on, among other things, the composition
of our income, assets and activities in each taxable year, and can only be made after the close of each taxable 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. Accordingly, there can be no assurance that we will not be considered a PFIC for
any taxable year. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E. Taxation — Certain
United States Federal Income Tax Consequences”) holds our ordinary shares, certain adverse U.S. federal income tax consequences
could apply to such U.S. Holder. Prospective U.S. Holders should consult their tax advisors regarding the potential application of the
PFIC rules to them.
Certain U.S. holders of our ordinary shares may suffer
adverse tax consequences if we or any of our non-US subsidiaries are characterized as a “controlled foreign corporation,”
or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
A non-U.S. corporation is considered a CFC if more than 50% 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, including certain downward attribution rules by United
States shareholders who each 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. Shareholder”). Because our group includes one or more U.S. subsidiaries, certain
of our non-U.S. subsidiaries will be treated as CFCs (regardless of whether or not we are treated as a CFC). Generally, 10% U.S. Shareholders
of a CFC are required to report annually and include currently in its U.S. taxable income such 10% U.S. Shareholder’s pro rata share
of the CFC’s “Subpart F income,” “net CFC tested income,” and investments in U.S. property by CFCs, regardless
of whether we make 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.
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Any individual that is a 10% U.S. Shareholder with respect to a CFC generally would
not be allowed certain tax deductions or foreign tax credits that would be allowed to a 10% U.S. Shareholder that is a U.S. corporation.
Failure to comply with these reporting obligations may subject a 10% U.S. Shareholder to significant monetary penalties and may prevent
the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was
due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries
is treated as a CFC or whether any investor is treated as a 10% U.S. Shareholder with respect to any such CFC or furnish to any 10% United
States shareholders information that may be necessary to comply with the aforementioned reporting and tax payment obligations. A United
States investor should consult its tax advisors regarding the potential application of these rules to an investment in our ordinary shares.
Your percentage ownership in the Company may
be diluted in the future because of equity awards that have been, or may be, granted to our directors, officers and employees.
We have adopted equity compensation plans that provide for the grant of equity-based awards, including
restricted units and share options to our directors, officers, and other employees. As of March 6, 2026, we had 48,923,099 ordinary shares
and restricted units outstanding to employees and directors of the Company, and there were 35,103 shares available for future awards under
our equity compensation plans. The vesting of restricted units and granting of share are generally contingent upon performance and/or
service conditions. Vesting of those shares of restricted units and shares would dilute the ownership interest of existing shareholders.
Equity awards will continue to be a source of compensation for employees and directors going forward.
We may fail to meet our publicly announced
guidance or other expectations about our business, which could cause our share price to decline.
We may provide from time to time guidance regarding our expected financial and business
performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process,
and our guidance may not ultimately be accurate and has in the past been inaccurate in certain respects. Our guidance is based on certain
assumptions such as those relating to anticipated production and sales volumes (which generally are not linear throughout a given period),
average sales prices, and supplier and commodity costs. If our guidance varies from actual results due to our assumptions not being met
or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value of our ordinary
shares could decline significantly.
Risks Relating to our Location in Israel
Conditions in Israel, including the current
tensions with Iran and in the Gaza Strip, could adversely affect our business.
We are incorporated under Israeli law and our principal offices, research and development
division and manufacturing facilities are located in Israel. Approximately 35% of our employees, including a majority of our executive
officers, and a majority of our board of directors, as well as our corporate headquarters, are located in Israel. Accordingly, political,
economic and military conditions in Israel directly affect our business.
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Since its establishment in 1948, the State of Israel has been subject to ongoing security
concerns and challenges, as well as armed conflicts, with its neighbors. Most recently, on October 7, 2023, Hamas, a terrorist group,
launched an unprecedented terror attack on Israel from the Gaza Strip.
In response, Israel’s security cabinet declared war against Hamas, and later
against Hezbollah. Hostilities subsequently escalated between Israel and a number of terrorist organizations, including conflicts with
Hezbollah along Israel’s northern border with Lebanon, with Iran (including a war during June 2025) and with the Houthis in Yemen.
Iran and the Houthis both launched drone and missile attacks on military and civilian targets within Israel. In addition, the Houthis
have disrupted international commerce by launching a number of attacks on commercial vessels traversing the Gulf of Aden and the Red Sea.
A ceasefire between Israel and Lebanon (with respect to Hezbollah) was announced in November 2024, a ceasefire between Israel and Iran
was announced in June 2025, and a ceasefire between Israel and Hamas was announced in October 2025. However, in late February 2026 the
United States, together with Israel, launched a major joint military campaign of air and missile strikes against targets in Iran, which
triggered a broad Iranian response and contributed to significant regional instability, including, in early March 2026, resumed conflicts
with Hezbollah. The situation remains highly fluid, and we are unable to predict if, when, or on what terms this escalation will be resolved.
Actual or perceived political or security instability in Israel, or changes in the political environment, could adversely affect the Israeli
economy and, in turn, our business, financial condition, results of operations and prospects.
Hostilities and regional tensions may cause damage to private and public facilities,
infrastructure, utilities and telecommunications networks and may disrupt our operations and supply chain. In addition, Israeli
organizations, government agencies and companies have been subject to extensive cyber attacks. These conflicts could lead to increased
costs, risks to employee safety, and challenges to business continuity, with potential financial losses. Our commercial insurance does
not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers
the reinstatement value of certain damages that are caused by terrorist attacks or acts of war, it does not provide business interruption
insurance. Moreover, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our
potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
In addition, the State of Israel and Israeli companies have been subjected to economic
boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies
may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment
and sanctions has been undertaken against Israel, which could also adversely impact our business.
Political conditions within Israel may affect our operations. The Israeli government
has pursued, and may continue to pursue, changes to Israel’s judicial system, which has contributed to uncertainty and could lead
to political instability and/or civil unrest. Any such developments could adversely affect the business environment in Israel and our
business and operations.
Our operations may be disrupted by the obligations
of personnel to perform military service.
As of December 31, 2025, we employed 491 employees, of whom 171 were based in Israel.
Some of our employees in Israel are obligated to perform annual military reserve duty in the Israel Defense Forces, depending on their
age and position in the army. Additionally, they may be called to active reserve duty at any time under emergency circumstances for extended
periods of time. Our operations could be disrupted by the absence of one or more of our executive officers or key employees for a significant
period due to military service and any significant disruption in our operations could harm our business. The full impact on our workforce
or business if some of our executive officers and employees are called upon to perform military service, especially in times of national
emergency, is difficult to predict.
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The tax benefits that are available to us require
us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.
Our investment program in equipment at our facility in Hod-Hasharon, Israel, has been
granted Approved Enterprise status and we are therefore eligible for tax benefits under the Israeli Law for the Encouragement of Capital
Investments, 1959, referred to as the Investments Law. We have also been granted benefited enterprise status in prior years, but beginning
in 2021, this status is no longer applicable to us. We expect that the Approved Enterprise tax benefits will be available to us after
we utilize our net operating loss carry forwards. As of December 31, 2025, our net operating loss carry forwards for Israeli tax purposes
amounted to approximately $152 million. To remain eligible for these tax benefits, we must continue to meet certain conditions stipulated
in the Investments Law and its regulations and the criteria set forth in the specific certificate of approval. If we do not meet these
requirements, the tax benefits would be canceled and we could be required to refund any tax benefits and investment grants that we received
in the past. Further, in the future these tax benefits may be reduced or discontinued. If these tax benefits are cancelled, our Israeli
taxable income would be subject to regular Israeli corporate tax rates. The standard corporate tax rate in Israel since the 2018 tax year
is 23%.
Effective January 1, 2011, the Investments Law was amended (the “2011 Amendment”)
to revise the criteria for receiving tax benefits. Under the transition provisions of the 2011 Amendment, a company may decide to irrevocably
implement the 2011 Amendment while waiving benefits provided under the Investments Law’s prior benefits programs or to remain subject
to the Investments Law’s prior benefits programs. We have opted not to apply the benefits under the 2011 Amendment, however, in
the future, we may not be eligible to receive additional tax benefits as were made available under the Investments Law prior to the 2011
Amendment. The termination or reduction of these tax benefits would increase our tax liability, which would reduce our profits. Finally,
in the event of a distribution of a dividend from the abovementioned tax-exempt income, we would also be subject to income tax on the
amount distributed in accordance with the effective corporate tax rate which would have been applied had we not enjoyed the exemption.
See “ITEM 10: Additional Information-Taxation-Israeli Tax Considerations and Government Programs.”
No assurance can be given that we will be eligible to receive additional tax benefits
under the Investments Law in the future. The termination or reduction of these tax benefits would increase our tax liability in the future,
which would reduce our profits or increase our losses. Additionally, if we increase our activities outside of Israel, for example, by
future acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefit programs.
The government grants we have
received for research and development expenditures require us to satisfy specified conditions and restrict our ability to manufacture
products and transfer certain know-how outside of Israel. If we fail to comply with these conditions or such restrictions, we may be required
to make payment of a fee resulting from the transfer abroad of know-how developed using Israel Innovation Authority grants as
prescribed by the Research and Development Law, refund grants previously received together with interest or pay penalties and may be subject
to criminal charges.
We have received grants from the Israel Innovation Authority (formerly known as the
Office of the Chief Scientist of the Ministry of Economy) for the financing of a portion of our research and development expenditures
in Israel, pursuant to the provisions of The Encouragement of Research, Development and Innovation in Industry Law, 1984, referred to
as the Research and Development Law. In the future we may not receive grants or we may receive significantly smaller grants from the Israel
Innovation Authority, and our failure to receive grants in the future could adversely affect our profitability. In 2024, we recognized
non-royalty-bearing grants totaling $0.5 million, representing 2% of our gross research and development expenditures. In 2025, we recognized
non-royalty-bearing grants totaling $0.1 million, representing 0.3% of our gross research and development expenditures. In each of the
years 2025 and 2024, we qualified to participate in one non-royalty-bearing research and development program, funded by the Israel Innovation
Authority to develop generic technology relevant to the development of our products. Such programs are approved pursuant to special provisions
of the Research and Development Law. In the past three years, we were eligible to receive grants constituting of up to 52% of certain
research and development expenses relating to these programs. Although the grants under these programs are not required to be repaid by
way of royalties, the restrictions of the Research and Development Law described below apply to these programs.
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The provisions of the Research and Development Law and the terms of the Israel Innovation
Authority grants prohibit us from transferring manufacturing of products resulting from research and development funded by Israel Innovation
Authority grants which we originally planned to manufacture in Israel outside of Israel, and from transferring know-how, including but
not limited to intellectual property rights in technologies developed using these grants, without special approvals from the Israel Innovation
Authority which shall be subject certain additional payment.
Even if we receive approval to manufacture our products outside of Israel, we may
be required to pay an increased total amount of royalties, which may be up to 300% of the grant amount plus interest, depending on our
manufacturing volume outside Israel. This restriction may impair our ability to outsource manufacturing or engage in similar arrangements
for those products, know-how or technologies. Know-how developed under an approved research and development program may not be transferred
to any third-parties, except in certain circumstances and subject to prior approval. Similarly, even if we receive approval to transfer
know-how developed using such grants, including but not limited to intellectual property rights in technologies developed using these
grants, we may be required to repay up to 6 times of the original grants plus LIBOR interest to the Israel Innovation Authority. In addition,
if we fail to comply with any of the conditions and restrictions imposed by the Research and Development Law or by the specific terms
under which we received the grants, we may be required to refund any grants previously received together with interest and penalties,
and we may be subject to criminal charges.
It may be difficult to enforce a U.S. judgment
against us, our officers and directors, or our auditors in Israel or the United States, or to assert U.S. securities laws claims in Israel
or serve process on our officers and directors or our auditors.
We are incorporated in Israel. The majority of our executive officers and directors,
and our auditors are not residents of the United States, and the majority of our assets and the assets of these persons are located outside
the U.S. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the
civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Israeli court, or to effect
service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or
entity, to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based
on a violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum in which to bring such a claim. 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 proved as a fact 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 addressing the matters described
above.
Provisions of Israeli law and our articles
of association may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.
Our articles of association contain certain provisions that may delay or prevent a
change of control, including a classified board of directors. In addition, Israeli corporate law regulates acquisitions of shares through
tender offers and mergers, requires special approvals for transactions involving significant shareholders and regulates other matters
that may be relevant to these types of transactions. These provisions of Israeli law could delay or prevent a change in control and may
make it more difficult for third parties to acquire us, even if doing so would be beneficial to our shareholders, and may limit the price
that investors may be willing to pay for our ordinary shares in the future. Furthermore, Israeli tax considerations may make potential
transactions undesirable to us or to some of our shareholders. See “ITEM 10: Additional Information-Memorandum and Articles of Association-Acquisitions
under Israeli Law” and “-Anti-Takeover Measures.”
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General Risk Factors
Our financial results may differ materially
from any guidance we may publish from time to time.
We may, from time to time, voluntarily publish guidance regarding our future performance
that represents our management’s estimates as of the date of relevant release. Any such guidance is based upon a number of assumptions
and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business
decisions, some of which will change. The principal reason that we may release this data is to provide a basis for our management to discuss
our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any
such persons. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance
furnished by us will not materialize or will vary significantly from actual results. Further, our sales during any given quarter tend
to be unevenly distributed as individual orders tend to close in greater numbers immediately prior to the relevant quarter end and further.
Our revenues from individual customers may also fluctuate from time to time based on the timing and the terms under which further orders
are received and the duration of the delivery and implementation of such orders. Therefore, if our projected sales do not close before
the end of the relevant quarter, our actual results may be inconsistent with our published guidance. Accordingly, our guidance is only
an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations
may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future
that the data is forecast. In light of the foregoing, investors are urged to consider any guidance we may publish in context and not to
place undue reliance on it.
Our financial condition and results of operations
may be harmed by political events and regulatory developments that could have a material adverse effect on global economic condition.
Significant political or regulatory developments in the jurisdictions in which we
sell our products, such as those stemming from changes in the presidential administration in the United States or the U.K.’s exit
from the E.U., are difficult to predict and may have a material adverse effect on us.
We may expand our business or enhance our technology
through acquisitions that could result in diversion of resources and extra expenses. This could disrupt our business and adversely affect
our financial condition.
Part of our strategy is to selectively pursue partnerships and acquisitions. We have
acquired a number of companies in the past. The negotiation of acquisitions, investments or joint ventures, as well as the integration
of acquired or jointly developed businesses or technologies, could divert our management’s time and resources. Acquired businesses,
technologies or joint ventures may not be successfully integrated with our products and operations and we may not realize the intended
benefits of these acquisitions. We may also incur future losses from any acquisition, investment or joint venture. In addition, acquisitions
could result in:
• substantial cash expenditures;
• potentially dilutive issuances of equity securities;
• the incurrence of debt and contingent liabilities;
• a decrease in our profit margins; and
• amortization of intangibles and potential impairment of goodwill.
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Our business may be materially affected by
changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding
their potential effects, could adversely affect our results of operations and share price.
As we operate in the global market, we are subject to taxation in Israel and various
jurisdictions in which we conduct our business. Our tax expenses include the impact of tax exposures in certain jurisdictions, and may
also be affected by adverse changes in the underlying profitability and financial outlook of our operations or changes in tax laws, including
introduction of unilateral taxation such as digital services taxes in certain countries, international tax treaties, guidelines such as
the OECD inclusive framework on BEPS, proposed regimes informally known as Pillar 2 which apply to large multinational corporations, or
EU ATAD I and II, all of which could lead to an increase in our effective tax rate or to changes in our valuation allowances against deferred
tax assets on our consolidated balance sheets. Furthermore, we are subject to tax audits by governmental authorities everywhere we do
business. If we experience unfavorable results from one or more such tax audits, there could be an adverse effect on our tax rate and
therefore on our net income. Our results of operations may also be affected by changes in tax laws, tax rates or double tax treaties.
If the price of our ordinary shares declines,
we may be more vulnerable to an unsolicited or hostile acquisition bid.
We do not have a controlling shareholder. Notwithstanding provisions of our articles
of association and Israeli law, a decline in the price of our ordinary shares may result in us becoming subject to an unsolicited or hostile
acquisition bid. In the event that such a bid is publicly disclosed, it may result in increased speculation regarding our company and
volatility in our share price even if our board of directors decides not to pursue a transaction. If our board of directors does pursue
a transaction, there can be no assurance that it will be consummated successfully or that the price paid will represent a premium above
the original price paid for our shares by all of our shareholders.
Additionally, in recent years, U.S. and non-U.S. companies listed on securities exchanges
in the United States have been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests.
Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to any action of this type by activist shareholders
could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities
could interfere with our ability to execute our strategic plans. In addition, a proxy contest for the election of directors at our annual
meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by
management and our board of directors. The perceived uncertainties due to such actions of activist shareholders also could affect the
market price of our securities.
Adverse resolution of litigation may harm our
operating results or financial condition.
We are a party to lawsuits in the normal course of our business. Litigation can be
expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to
predict. Unfavorable resolution of lawsuits could have a material adverse effect on our business, operating results, or financial condition.