UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:             

Fort Technology Inc.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Gabriel Kabazo

Chief Executive Officer

3292 Production Way

Suite 501

Burnaby, British Columbia V5A 4R4

Tel: (604) 833-6820

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 3, 2026: 11,362,318 common shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

TABLE OF CONTENTS

Fort Technology Inc.

INTRODUCTION

In this registration statement on Form 20-F, “we,” “us,” “our,” the “Company and ” “Fort” refer to Fort Technology Inc.

We are an e-commerce consumer products goods, or CPG, company focused on the assembly and sale of pest control products via the Amazon Marketplace, or Amazon, utilizing the Fulfillment by Amazon, or FBA, and Fulfillment by Merchant, or FBM, models. As at the date of this registration statement, we sell our products in the U.K., Germany, France, Italy, and other European countries and we plan to sell our products in the U.S. in the future. On February 6, 2025, we, being Fort Technology Inc. (then known as Impact Acquisitions Corp., or Impact, a capital pool company listed on the TSX Venture Exchange), entered into a share purchase agreement, or the Share Purchase Agreement, with Jeffs’ Brands Ltd., or Jeffs’ Brands, a company incorporated under the laws of the State of Israel, and Fort Products Limited, or Fort UK, a wholly-owned U.K.-based subsidiary of Jeffs’ Brands, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Jeffs’ Brands sold all of the issued and outstanding shares Fort Products Limited to us, or the Acquisition. The Acquisition closed on July 7, 2025. In connection with the consummation of Acquisition, we changed our name from “Impact Acquisitions Corp.” to “Fort Technology Inc.”. Pursuant to the Share Purchase Agreement, among other things, Jeffs’ Brands sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, representing a post-closing equity interest in us of 75.02% . Upon the effectiveness of the listing of our common shares on the Nasdaq Capital Market (“Nasdaq”). 1,571,429 common shares, representing contingent right shares pursuant to the Share Purchase Agreement will be issued to Jeffs’ Brands as the achievement of one of the milestones.

Our reporting currency and functional currency is the United States dollar. Amounts denominated in United States Dollars are states as “$” “dollars” or “USD”. Unless otherwise expressly stated or the context otherwise requires, references in this registration statement to “CAD$” are to Canadian dollars, “NIS” are to New Israeli Shekel, and “GBP” and “£” are to Great British Pound.

On October 1, 2025, we effected a one-for-seven (1-for-7) consolidation of our issued and outstanding common shares and on such date, our common shares began trading on a post-consolidation basis on the TSX Venture Exchange (“TSXV”). On February 18, 2026, we effected a one-for-two (1-for-2) consolidation of our issued and outstanding common shares and on such date, our common shares began trading on a post-consolidation basis on the TSXV. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts after giving effect to the aforementioned share consolidations.

Unless otherwise indicated, or the context otherwise requires, references in this registration statement on Form 20-F to financial and operational data for a particular year refer to the fiscal year of our Company ended December 31 of that year.

We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.  Unless derived from our financial statements or otherwise noted, amounts presented in this registration statement are translated at the rate of CAD$ 1.4384 = US$ 1.00, the exchange rate between the Canadian dollar and the U.S. dollar and 0.7973 GBP = US$ 1.00, each as reported by the Bank of Canada as of December 31, 2024.

This registration statement includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications.

EMERGING GROWTH COMPANY STATUS

We qualify as an “emerging growth company,” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or JOBS Act, and we may take advantage of certain exemptions, including exemptions from various reporting requirements that are otherwise applicable to public traded entities that do not qualify as emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. 

We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate worldwide market value of our common shares, including common shares represented by warrants, held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.

As a foreign private issuer and an emerging growth company, we are permitted to provide less detailed disclosure regarding executive compensation. Thus, for so long as we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to not be subject to more stringent executive compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.

Implications of Being a Controlled Company

Upon the effectiveness of the listing of our common shares on Nasdaq, Jeffs’ Brands will hold approximately 70.94% of our issued and outstanding common shares and will be able to exercise approximately 70.94% of the total voting power of our issued and outstanding common shares as of such date. As a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules and qualify for exemptions from certain Nasdaq corporate governance requirements. Although we do not intend to utilize any exemptions from the Nasdaq corporate governance standards upon the effectiveness of the listing of our common shares on Nasdaq, we may utilize any or all of these exemptions at any time at our discretion until we cease to be a “controlled company.”

For so long as we are a “controlled company”, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of these exemptions in the future. If we elect to rely on any such exemptions, you will not have the same protections afforded to shareholders of companies that are subject to these corporate governance requirements. Our status as a “controlled company” could cause our common shares to look less attractive to certain investors or otherwise harm the trading price of the common shares. For more information including a more detailed description of risks related to being a “controlled company,” see Item 3.D “Key Information - Risk Factors–General Risk Factors–We will be a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of these exemptions in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.”

TRADEMARKS

All trademarks or trade names referred to in this registration statement are the property of their respective owners. Solely for convenience, the trademarks and trade names in this registration statement are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this registration statement may be deemed to be “forward-looking statements”. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs, and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate.

The forward-looking statements made in this registration statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this registration statement to reflect events or circumstances after the date of this registration statement or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements are listed below. The below is also a summary of the risk factors described in Item 3.D “Key Information - Risk Factors” of this registration statement.

MARKET, INDUSTRY AND OTHER DATA

Market data and certain industry data and forecasts used throughout this registration statement were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies, and industry publications and surveys. We have relied on certain data from third party sources, including industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. While we are not aware of any misstatements regarding the industry data presented in this registration statement, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and elsewhere in this registration statement.

Statements made in this registration statement concerning the contents of any agreement, contract or other document are summaries of such agreements, contracts or documents and are not a complete description of all of their terms. If we filed any of these agreements, contracts or documents as exhibits to this registration statement or to any previous filing with the Securities and Exchange Commission, or SEC, you may read the document itself for a complete understanding of its terms.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

For the names, business addresses and functions of our directors and senior management, see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management” and “Item 6. Directors, Senior Management and Employees – C. Board Practices.”

Our principal legal advisers with respect to U.S. federal laws is Greenberg Traurig, P.A., located at 132 Menachem Begin Road, Tel Aviv, Israel. Our principal legal advisers with respect to Canadian corporate laws is MLT Aikins LLP, located at Suite 2600 - 1066 West Hastings Street, Vancouver, BC V6E 3X1 Canada. 

Our independent auditor is Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, Certified Public Accountants, located at Derech Menachem Begin 132, Tel Aviv, 6701101 Israel.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

The following table sets forth our capitalization as of September 30, 2025:

You should read this information together with our financial statements and the related notes and with “Item 5. Operating and Financial Review and Prospects” appearing elsewhere in this registration statement.

Not applicable.

Our business faces significant risks. You should carefully consider the risks described below, together with all of the other information in this registration statement. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer and the price of our securities could decline. This registration statement also contains forward-looking statements that involve risks and uncertainties. Our results 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 Securities and Exchange Commission, or SEC, filings. See “Cautionary Note Regarding Forward-Looking Statements” above.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” below. These risks include, among others, the following:

Risks Related to Our Businesses, Strategies, Technology, and Industry

Risks Related to Our Pest Control Business Operations

Risks Related to Third Parties

Risks Related to our Intellectual Property

Risks Related to Commercialization of our Pest Control Products

Risks Related to Legal and Regulatory Matters

Risks Related to our International Operations

Risks Related to Our Status as a Public Company and Ownership of our Common Shares

Risks Related to Our Businesses, Strategies, Technology, and Industry

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. For the year ended December 31, 2024, we reported a net profit of $360 thousand, compared to a net loss of $92 thousand for the year ended December 31, 2023. For the nine months ended September 30, 2025, we reported a net loss of $4,626 thousand, compared to a net profit of $400 thousand for the nine months ended September 30, 2024.

Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our share price to fall. Each of the following factors, among the other risks described herein, may affect our operating results:

We will require additional capital to fund our operations. Failure to obtain this necessary capital if needed may force us to delay, limit, or terminate our product development efforts or other operations.

Commercialization of our products and developing further product candidates, including conducting experiments and field studies, obtaining and maintaining regulatory approval and commercializing any products approved for sale, is a time-consuming, expensive and uncertain process that takes years to complete. We expect our expenses to continue and to increase in connection with our ongoing activities, particularly as we advance our commercialization activities. We may expand our operations, and as a result of many factors, some of which may be currently unknown to us, our expenses may be higher than expected. Securing additional financing may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to take certain actions, including the following:

The occurrence of any of the events described above would have a material adverse effect on our business, operating results and prospects and on our ability to develop our product candidates.

We face risks regarding our ability to compete in the pest control industry in the future.

We operate in a highly competitive industry with fragmented markets and low barriers to entry. Our revenues and earnings are affected by changes in competitors’ services, technological advances by our competitors, markets, and prices and general economic issues. We compete with other large pest control companies, as well as numerous smaller pest control companies and do-it-yourself options, for a finite number of customers. We believe that the principal competitive factors in the market areas that we serve are quality and speed of service, customer proximity, customer satisfaction, brand awareness and reputation, terms of guarantees, technical proficiency and price. Although we believe that our customer experience and quality service are excellent, we cannot assure investors that we will be able to maintain our competitive position in the future.

If we do not compete effectively with these competitors, our revenue may not grow. We have experienced competition from a number of pest control companies and expects continued competition in the future. Our competitors may announce new products, services or enhancements that better meet the needs of customers or changing industry standards. Increased competition may cause price reductions, reduced gross margins and reduced growth in sales, any of which could have a material adverse effect on our business, results of operations and financial condition. We face substantial competition from established competitors, many of which may have greater financial, research and marketing resources than it does. Many of these companies also have a larger customer base, have longer operating histories or have greater name recognition than we do. There can be no assurance that we will successfully differentiate our current and proposed products from the products of our competitors, or that the marketplace will consider our products to be superior to competing products. Because of the industry in which we operate, we expect to face additional competition from new entrants. To maintain our competitive position, it is believed that we will be required to continue to invest in research and development, marketing and regulatory approvals. There can be no assurance that we will have sufficient resources to continue to make these investments, that we will be able to make the technological advances necessary to maintain our competitive position, or that our products will receive market acceptance. Our competitors may be able to respond more quickly to changes in customer requirements and devote greater resources to the enhancement, promotion and sale of their products. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development of new products.

We may not be able to manage our growth effectively, and such rapid growth may adversely affect our corporate culture.

We expect to rapidly and significantly expand our operations and anticipate expanding further as we pursue our growth strategies over the next several years. These expectations are based on our demonstrated ability to successfully launch and scale our operations in the United Kingdom, where we have established operating processes, supplier relationships, and market-specific expertise. We believe this operating model is replicable across other European markets due to similar regulatory frameworks, customer demand characteristics, and distribution channels, as well as our ability to efficiently ship products from our U.K. warehouses to Amazon fulfillment centers across Europe due to their close geographic proximity.

Building on this foundation, we have begun implementing our strategy to expand into additional European countries. We have successfully launched operations in several key markets, including France, Italy, and Germany, and we intend to leverage the operational expertise, infrastructure, and lessons learned from these initial expansions to enter additional European markets. We currently expect the most significant phase of this expansion to occur over the next two to three years, subject to market conditions, regulatory considerations, and our ability to secure sufficient operational and financial resources.

Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical systems, financial resources and internal control over financial reporting functions. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in several geographic locations.

We are currently in the process of transitioning certain of our business and financial systems to systems on a scale reflecting the increased size, scope and complexity of our operations, and the process of migrating our legacy systems could disrupt our ability to timely and accurately process information, which could adversely affect our results of operations and cause harm to our reputation. As a result, we may not be able to manage our expansion effectively.

Our entrepreneurial and collaborative culture is important to us, and we believe it has been a major contributor to our success. We may have difficulties maintaining our culture or adapting it sufficiently to meet the needs of our future and evolving operations as we continue to grow, in particular as we grow internationally.

In addition, we are currently in the process of developing and maintaining our culture as a public company, with the attendant changes in policies, practices, corporate governance and management requirements. Failure to successfully develop or maintain such a culture could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are heavily dependent on the success of its pest control products, for which it does not hold any patents. We cannot give any assurance that any of its current or future pest control products will receive regulatory approval in additional markets, which is necessary before they can be commercialized.

To date, we have invested substantially all of its efforts and financial resources to source and market its pest control products. Our future success is dependent on its ability to continue to source its current products from third party suppliers and to successfully source, obtain regulatory approval for, and then successfully market and commercialize new products in the future. We hold no patents over our pest control products and cannot prevent our competitors from selling the same or similar products under different branding.

Our ability to sell our products in new markets is subject to environmental regulations and the grant of other necessary regulatory approvals from each jurisdiction in which the products are to be sold. There is no guarantee that we will be able to obtain and maintain such regulatory approval for all or any of our new or existing products in new or existing markets.

We generally plan to seek regulatory approval to commercialize its existing pest control products in the U.S., and additional jurisdictions in Europe. To obtain regulatory approvals we must comply with the numerous and varying regulatory requirements of such countries and/or provinces and states therein regarding safety, environmental protections, commercial sales, pricing and distribution of our products. Even if we are successful in obtaining approvals in some new jurisdictions, we cannot ensure e wit will obtain approval in any other jurisdictions or maintain our current approvals. If we are unable to obtain and maintain approval for our existing and new products in existing and new jurisdictions, our revenue and results of operations would be negatively affected.

Our e-commerce operations are reliant on Amazon and FBA and changes to Amazon, Amazon’s services and their terms of use may harm our business.

Our products are sold predominantly on Amazon and orders are fulfilled entirely by Amazon utilizing the FBA model. In order to continue to utilize Amazon and the FBA model, we must comply with the applicable policies and terms of use relating to these services. Such policies and terms of use may be altered or amended at Amazon’s sole discretion, including changes regarding the cost of securing these services, and changes that increase the burden of compliance with its requirements, may cause us to significantly alter our business model or incur additional costs in order to comply, which could negatively impact our results of operations. Non-compliance with applicable terms of use and policies can result in the removal of one or more products from the marketplace and suspension of fulfillment services either of which could have a material adverse effect on our business and results of our operations. Although we exert efforts in order to ensure ongoing compliance and no notices of non-compliance have been received to date, we cannot assure you that events of this kind will not occur in the future.

We rely on other information technologies and systems to operate our business and to maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.

We depend on sophisticated information technologies and systems, technology and systems used for websites and apps, customer service, logistics and fulfillment, supplier connectivity, communications and administration. As our operations grow in size, scope and complexity, we will need to continuously improve and upgrade our systems and infrastructure to offer an increasing number of consumer-enhanced services, features and functionalities, while maintaining and improving the reliability and integrity of our systems and infrastructure.

Our future success also depends on our ability to assimilate different analytical tools as well as internal methodologies, including logistics and fulfillment platform which leverages, to meet rapidly evolving e-commerce trends and demands. The emergence of alternative platforms may require us to continue to invest in new and costly technology. We may not be successful, or we may be less successful than our competitors, in adopting technologies that operate effectively across multiple e-commerce platforms, which would negatively impact our business and financial performance. New developments in other areas, such as cloud computing providers, could also make it easier for competitors to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace our current systems or introduce new technologies and systems as quickly or cost effectively as we would like. Failure to invest in and adapt to technological developments and industry trends may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain and enhance our product listings if we receive a substantial number of customer complaints, negative publicity or otherwise fail to live up to customers’ expectations, any of which could materially adversely affect our business, results of operations and growth prospects.

Maintaining and enhancing our product listings is critical in expanding and growing our business. However, a significant portion of our perceived performance to the customer depends on third parties outside of our control, including suppliers and logistics providers such as FedEx, UPS, postal services and other third-party delivery agents and online retailers, mainly Amazon. Because our agreements with our online retail partners are generally terminable at will, we may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to period. Because we rely on third party logistics companies, like FedEx, to deliver our products, we are subject to shipping delays or disruptions caused by inclement weather, natural disasters, labor activism, health epidemics or bioterrorism. In addition, because we rely on national, regional and local transportation companies for the delivery of some of our other products, we are also subject to risks of breakage or other damage during delivery by any of these third parties. If these third parties do not meet our or our customers’ expectations, our brands may suffer irreparable damage. In addition, maintaining and enhancing our current and future brands may require us to make substantial investments, and these investments may not yield sufficient returns. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to anticipate market trends and customer demand and to provide high quality products to our customers and a reliable, trustworthy and profitable sales channel to our suppliers, which we may not be able to do successfully.

A substantial number of customer complaints or negative publicity about our sites, products, delivery times, customer data handling and security practices or customer support, especially on blogs, social media websites or our sites, could rapidly and severely diminish consumer views of our products and result in harm to our brands. Customers may also make safety-related claims regarding products sold through our online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace. Such removal may materially impact our financial results depending on the product that is removed and the length of time that it is removed. We also use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages and interruptions that are not within our control.

Our efforts to acquire or retain customers, and our efforts to sell new products or increase sales of our existing products, may not be successful, which could prevent us from maintaining or increasing our sales.

If we do not successfully promote and sustain our new and/or existing product listings and brands through marketing and other tools, we may fail to maintain or increase our sales. Promoting and positioning our brands and product listings will depend largely on the success of our marketing efforts, our ability to attract customers cost effectively and our ability to consistently provide a high-quality product and maintain consumer satisfaction. We also use promotions to drive sales, which may not be effective and may adversely affect our gross margins. Our investments in marketing may not effectively reach potential customers, potential customers may decide not to buy our products or the spending of customers that purchase from us may not yield the intended return on investment, any of which could negatively affect our financial results. The failure of our marketing activities could also adversely affect our ability to promote our product listings and sell our products, and to develop and maintain relationships with our customers, retailers and brands, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

We currently have no marketing or sales staff and relies in large part on the Amazon Marketplace search mechanism to source new customers.

While we sell some of our products direct to consumers via its webpages, the majority of our sales occur on the Amazon Marketplace and we rely on the Amazon Marketplace search mechanism and Amazon’s search engine optimization tools to promote our products to Amazon customers and other potential customers searching for pest control products on internet search browsers. If Amazon fails to promote our products or lists the products of competitor’s in its search results ahead of our products, our ability to grow our business and generate revenue may be adversely affected.

If we fail to acquire new customers or retain existing customers, including end customers with respect to sales generated using the FBA or FBM model, or fail to do so in a cost-effective manner, we may not be able to achieve profitability.

Our success depends on our ability to acquire and retain customers, including end customers from e-commerce platforms, such as Amazon, in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historically used other channels to purchase the wide variety of products we offer and may prefer alternatives to our offerings, such as those offered by other vendors on Amazon, traditional brick-and-mortar retailers and the websites of our competitors or our suppliers’ own websites. We expect competition in e-commerce generally to continue to increase. Competitors have introduced lower cost or differentiated products that are perceived to compete with our products. If we are unable to correctly anticipate market trends and customer demand, our ability to sell our products could be impaired. If we fail to deliver quality products, or if customers do not perceive the products we offer to be of high value and quality, we may not be able to acquire new customers. If we are unable to acquire new customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers, our net revenue may decrease and our business, financial condition and operating results may be materially adversely affected.

We believe new customers, including end customers from e-commerce platforms, such as Amazon, can originate from word-of-mouth and other non-paid referrals from existing customers. Therefore, we must ensure that our existing customers, including customers from e-commerce platforms, such as Amazon, remain loyal to us in order to continue receiving those referrals. If our efforts to satisfy our existing customers are not successful, we may lose these customers or we may not be able to acquire new customers in sufficient numbers to continue to grow our business, or we may be required to incur significantly higher marketing expenses in order to acquire new customers. For example, since 2016, Amazon has maintained a policy whereby they will purge all reviews they believe are paid for. While we do not ask customers to leave a positive review or change a review, some of our reviews may be purged by Amazon in accordance with this policy if Amazon believes they were questionable or not authentic. If Amazon purges reviews or if we are unable to maintain our positive reviews, it may adversely affect our ability to acquire new customers or retain existing ones.

In addition, we believe that Amazon has, from time to time, placed limitations on the daily volume of reviews that may be provided for any specific product listing. This limitation or others relating to customer engagement with our product listings could impact the success of our product listings, which could adversely impact our financial performance.

If we fail to offer high-quality customer support, our business and reputation may suffer.

High-quality education and training of customer support personnel to deliver high-quality customer support are important for the successful retention of existing customers. Providing this education, training and support requires that our support personnel have specific knowledge and expertise of our products and markets, making it more difficult for us to hire experienced personnel and to scale up our support operations. The importance of high-quality customer support will increase as we expand our business and pursue new customers. If we do not provide effective and timely ongoing support, our ability to retain existing customers may suffer, and our reputation with existing or potential customers may be harmed, which would have a material adverse effect on our business, results of operations, financial condition and prospects. As we rely on Amazon Marketplace’s customer support services for the majority of our customer support, the quality, timeliness, and availability of customer support to its customers is not in our control unless we expend significant time and resources developing our internal customer support capabilities, and even if such capabilities are developed customers may still choose to utilize Amazon Marketplace customer support over direct customer support offered by us.

Our efforts to expand our business into new brands, products, services, technologies and geographic regions will subject us to additional business, legal, financial and competitive risks and may not be successful.

Our business success depends to some extent on our ability to expand our consumer offerings by launching new brands, products and services and by expanding our existing offerings into new geographic regions.

Our strategy is to use our skills to determine which markets to enter and optimize the mix of products and services that we offer.

Launching new brands, products and services requires significant upfront investments, including investments in marketing (namely digital marketing and pay per click), information technology and additional personnel. We operate in highly competitive industries with relatively low barriers to entry and must compete successfully in order to grow our business. We may not be able to generate satisfactory revenue from these efforts to offset these costs. Any lack of market acceptance of our efforts to launch new brands, products or services or to expand our existing offerings could have a material adverse effect on our business, prospects, financial condition and results of operations. Further, as we continue to expand our fulfillment capability or add new businesses with different requirements, our logistics networks will become increasingly complex and operating them will become more challenging. There can be no assurance that we will be able to operate our networks effectively.

We have also entered and may continue to enter new markets and provide product offerings in which we have limited or no experience, which may not be successful or appealing to our customers.

The consumer packaged goods, or CPG, industry is subject to evolving standards and practices, as well as changing consumer needs, requirements and preferences. Our ability to attract new customers and increase revenue from existing customers depends, in part, on our ability to enhance and improve our existing tools that enable us to pinpoint new markets and introduce new products. The success of any enhancements or new instruments depends on, in part, market-accepted pricing levels and overall market acceptance. We may not be successful in these efforts, which could result in significant expenditures that could impact our revenue or distract management’s attention from current offerings.

Increased emphasis on the sale of new products could distract us from sales of our existing products in existing markets, negatively affecting our overall sales. We have invested and expect to continue to invest in new businesses, products, features, services and technologies. Such endeavors may involve significant risks and uncertainties, including insufficient revenue from such investments to offset any new liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, distraction of management from current operations and unidentified issues not discovered in our due diligence of such investments that could cause us to fail to realize the anticipated benefits of such investments and incur unanticipated liabilities. Because these new strategies and offerings are inherently risky, no assurance can be given that they will be successful. Our new features or enhancements could fail to attain sufficient market acceptance for many reasons, including:

There is no assurance that we will successfully identify new opportunities or develop and bring new products to market on a timely basis, which could materially and adversely affect our business and operating results and compromise our ability to generate revenue.

Potential growth of our businesses is based on international expansion, making us susceptible to risks associated with international sales and operations.

We intend to expand our operations to reach new markets and localities. For example, in 2024, we expanded to France, Germany, Italy, and certain other European countries and have completed the requisite processes in order to offer certain of our products through Amazon in additional European countries. We may not be successful in increasing our sales in any or all territories and currently do not have an estimated commencement date for sales in these other major European countries. Conducting international operations subjects us to certain risks, which include localization of solutions and products and adapting them to local practices and regulatory requirements, exchange rate fluctuations and unexpected changes in tax, trade laws, tariffs, governmental controls and other trade restriction. To the extent that we do not succeed in expanding our operations internationally and managing the associated legal and operational risks, our results of operations may be adversely affected.

There are a number of risks inherent in international activities, including: unexpected changes in governmental policies concerning the import and export of goods; services and technology and other regulatory requirements; tariffs and other trade barriers; costs and risks of localizing products for foreign languages; longer accounts receivable payment cycles; limits on repatriation of earnings; the burdens of complying with a wide variety of foreign laws; and difficulties supervising and managing local personnel. As such, our operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within our control, including, but not limited to, changes in regulatory requirements, economic sanctions, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, volatility of financial markets, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which our operations are conducted. Laws and policies of Israel and such foreign jurisdictions affecting foreign trade, taxation and investment may have a material adverse effect on our operations.

Given the current volatility concerning the implementation of international tariffs by the United States, including tariffs imposed on Israel, the United Kingdom of Great Britain and Northern Ireland, and China, the risk of tariff related impacts on our business have been increased. Tariffs imposed on Israel, the United Kingdom of Great Britain and Northern Ireland, and China, or other jurisdictions applying to our products may force us to raise the prices of our products, which may in turn affect our ability to successfully market our products and grow or maintain our business, which is currently focused on the European market.

If our operations are disrupted and/or the economic integrity of our contracts is threatened for unexpected reasons, our business may be harmed. In the event of a dispute arising in connection with our operations in a foreign jurisdiction where we do conduct or will conduct our business, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of the United States or Canada or enforcing U.S. or Canadian judgments in such other jurisdictions.

Use of social media and email may adversely impact our reputation or subject us to fines or other penalties.

We use social media and email as part of our digital marketing efforts. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at on our behalf to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting on our behalf may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, customers or others. Any such inappropriate use of social media or email could also cause reputational damage.

Customers value readily available information concerning retailers and their goods and services and often act on such information without further investigation and with no regard to its accuracy. Our customers may engage with us online through our social media platforms, including Facebook and Instagram, by providing feedback and public commentary about all aspects of our business. Information concerning us or our retailers and brands, whether accurate or not, may be posted on social media platforms at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, results of operations, financial condition and prospects.

If our emails are not delivered and accepted or are routed by email providers less favorably than other emails, or our sites or mobile applications are not accessible or are treated disadvantageously by Internet service providers, our business may be substantially harmed.

If email providers or Internet service providers, or ISPs, implement new restrictive email or content delivery or accessibility policies, including with respect to net neutrality, or begin enforcement of existing policies, it may become more difficult to deliver emails to our customers or for customers to access our sites, products and services. For example, certain email providers, including Google, categorize our emails as “promotional”, and these emails are directed to an alternate, and less readily accessible, section of a customer’s inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed. Further, if ISPs prioritize or provide superior access to our competitors’ content, our business and results of operations may be negatively impacted.

If we are unable to manage our inventory effectively, our operating results could be adversely affected.

To ensure timely delivery of products, we generally enter into purchase orders in advance with manufacturers. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of product purchases. We rely on our procurement team to order products and we rely on our data analytics to inform the levels of inventory we purchase, including when to reorder items that are selling well and when to write off items that are not selling well. In these instances, we may be unable to always predict the appropriate demand for our products by customers with accuracy, which may result in inventory shortages, inventory write offs and lower gross margins.

If our sales and procurement teams do not predict demand well or if our algorithms do not help us reorder the right products or write off the right products timely, we may not effectively manage our inventory, which could result in inventory excess or shortages, and our operating results and financial condition could be adversely affected.

Our business, including our costs and supply chain, is subject to risks associated with sourcing, importing and warehousing.

We source the products we offer from third-party vendors and, as a result, we may be subject to price fluctuations or demand disruptions. Our operating results could be negatively impacted by increases in the prices of our products, and we have no guarantees that prices will not rise. In addition, as we expand into new categories and types of products, we expect that we may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically seen in our current product categories and types. We may not be able to pass increased costs on to customers, which could adversely affect our operating results.

In addition, we cannot guarantee that products we receive from vendors will be of sufficient quality or free from damage or defects, or that such merchandise will not be damaged during shipping or storage. While we take measures to ensure product quality and avoid damage, including evaluating vendor facilities, operations and product samples, conducting inventory inspections and inspecting returned products, we cannot control merchandise while it is out of our possession or prevent all damage while in our distribution centers. We may incur additional expenses and our reputation could be harmed or if current or potential customers believe that our merchandise is not of high quality or may be damaged.

Risks associated with the suppliers from whom our products are sourced could materially adversely affect our financial performance, as well as our reputation and brand.

We depend on our ability to provide our customers with a wide range of products from high quality suppliers in a timely and efficient manner. Our agreements with most of our suppliers do not provide for the long-term availability of merchandise or the continuation of particular pricing practices, nor do they usually restrict such suppliers from selling products to other buyers or directly themselves. There can be no assurance that our current suppliers will continue to seek to sell us products on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure product acquisitions in a timely and efficient manner and on acceptable commercial terms. Our ability to develop and maintain relationships with reputable suppliers and offer high quality products to our customers is critical to our success. If we are unable to develop and maintain relationships with suppliers that would allow us to offer a sufficient amount and variety of quality products on acceptable commercial terms, our ability to satisfy our customers’ needs, and therefore our long-term growth prospects, would be materially adversely affected.

We also are unable to predict whether any of the countries in which our suppliers’ products are currently manufactured or may be manufactured in the future will be subject to trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from suppliers with international manufacturing operations, including the imposition of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce the supply of merchandise available to our customers and materially adversely affect our financial performance as well as our reputation and brand. Our competitors may have greater existing inventory positions and other advantages that may allow them to price more competitively relative to our products. Furthermore, some or all of our suppliers’ foreign operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions.

Manufacturing risks, including risks related to manufacturing in China, may adversely affect our ability to manufacture our products and could reduce our gross margin and our profitability.

We rely on third party manufacturers in China to manufacture our products. As a result, our business is subject to risks associated with doing business in China, including:

Economic regulation, trade restrictions, and increasing manufacturing costs in China could adversely impact our business and results of operations.

We contract with manufacturing facilities in the People’s Republic of China. For many years, the Chinese economy has experienced periods of rapid growth. An increase in the cost of labor or taxes on wages in China may lead to an increase in the cost of goods manufactured in China. Significant increases in wages or wage taxes paid by contract manufacturing facilities may increase the cost of goods manufactured in China which could have a material adverse effect on our profit margins and profitability. Additionally, government trade policies, including the imposition of tariffs, export restrictions, sanctions or other retaliatory measures could limit our ability to source materials and products from China at acceptable prices or at all. For example, both the United States and China have implemented several rounds of tariffs and retaliations with respect to certain products imported from the other country, some of which may impact certain products we import. Moreover, the U.S. Congress passed the Uyghur Forced Labor Prevention Act in an effort to prevent what it views as forced labor and human rights abuses in the Xinjiang Uyghur Autonomous Region, or XUAR. If it is determined that our third-party suppliers and manufacturers mine, produce or manufacture our products wholly or in part from the XUAR, then we could be prohibited from importing such products into the U.S. In addition, Chinese trade regulations are in a state of flux, and we may become subject to other forms of taxation, tariffs and duties in China. We do not currently have arrangements with contract manufacturers in other countries that may be acceptable substitutes. We cannot predict what actions may ultimately be taken with respect to tariffs, export controls, countermeasures, or other trade measures between the U.S. and China or other countries and what products may be subject to such actions. To the extent such actions inhibit our transactions with contract manufacturing facilities and suppliers in China, our business may be materially adversely affected.

Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition.

There is currently significant uncertainty about the future relationship between the United States and its trading partners with respect to trade policies, tariffs, and similar policies affecting cross-border operations. The U.S. government has made and continues to make significant additional changes in U.S. trade policy, specifically tariffs, and may continue to take future actions that could negatively impact our business. The U.S. government recently escalated tariffs on the import of goods from most U.S. trading partners. For example, in March 2025, the United States placed an additional 20% tariff on most goods from China, imposed an additional 25% tariff on most products from Canada and Mexico (with an exception for goods that qualify for duty-free treatment under the U.S.-Mexico-Canada Agreement (“USMCA”) and a 10% tariff on certain non-USMCA energy products), and implemented 25% Section 232 tariffs on various articles of steel and aluminum. Section 232 tariffs are import restrictions imposed, based on a finding that certain imports threaten to impair U.S. national security. In April 2025, the U.S. government imposed 25% Section 232 tariffs on passenger vehicles and light trucks (with similar Section 232 tariffs on components for such vehicles expected to be imposed beginning in May 2025); an additional reciprocal tariff of 125% on most imports from China; and an additional reciprocal tariff of 10% on most imports from U.S. trading partners other than China, Canada, Mexico, and countries with which the U.S. does not have normal trade relations. In May 2025, the U.S. and Chinese governments announced a trade deal temporarily suspending such reciprocal tariffs of 125%. There are certain products exempt from the reciprocal tariff measures, including items subject to Section 232 tariffs (e.g., steel and aluminum articles); certain pharmaceuticals and pharmaceutical products; and certain semiconductors, computers, and other products derivative of critical minerals. However, the scope of these exclusions is subject to change. In addition, the U.S. Department of Commerce has recently initiated Section 232 investigations into additional products, including semiconductors and related manufacturing equipment, processed critical minerals and derivative products; and medium-duty and heavy-duty trucks and parts therefor. When these investigations are complete, the U.S. government may decide to levy additional tariffs on such products. The recent changes in tariff and trade policy underscore the uncertainty regarding the future relationships between the United States and its trading partners.

In response to these and other U.S. trade measures, China, Canada, and other affected countries have taken retaliatory actions to respond. Such actions include the imposition of retaliatory tariffs on imports of products of U.S. origin, the imposition of export controls on a wide array of products (including rare earth metals and other critical minerals), as well as other actions. The adoption of retaliatory actions by China prompted the United States to further increase its tariff measures, and continued escalation of tariffs and trade measures could result in the outbreak of a trade war. The trade and tariff policies of the United States and other countries are currently fluid and subject to further changes.

These and future changes to trade policy and tariffs could negatively impact our business, as Amazon and third-party sellers, including our brands, frequently transfer goods between fulfillment centers in the U.S. and Canada. As a result, our cross-border shipment may be subject to additional duties, increasing costs and reducing profit margins. The extent of the impact remains uncertain and will depend on evolving trade policies, regulatory interpretations, and potential exemptions. These changes could reduce the attractiveness of cross-border e-commerce and negatively affect our sales volume and revenue.

Shipping is a critical part of our business and any changes in shipping costs or any interruptions in shipping could adversely affect our operating results.

If we are not able to negotiate acceptable pricing and other terms with vendors or if vendors experience performance problems or other difficulties, it could negatively impact our operating results and our customers’ experience. We are also subject to volatility in ocean freight rates that are driven, in part, by seasonality, capacity availability and other factors, including fuel-related regulations affecting the shipping industry. In addition, our ability to receive inbound inventory efficiently and ship merchandise to clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism and similar factors. We are also subject to risk of damage or loss during delivery by our shipping vendors. If our products are not delivered in a timely fashion or are damaged or lost during the delivery process, our customers could become dissatisfied and cease using our products or services, which would adversely affect our business and operating results.

We depend on highly skilled personnel, including senior management, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business could be harmed.

We believe our past success has depended, and our future success depends, on the efforts and talents of our senior management and our highly skilled team members. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business.

Competition for key personnel is strong, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future, or that the compensation costs of doing so will not adversely affect our operating results. Similarly, competition for well-qualified employees in all aspects of our business is intense globally. We do not have long-term employment or non-competition agreements with any of our employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees and key senior management with the appropriate skills at cost-effective compensation levels, or if changes to our business adversely affect morale or retention, our business, results of operations, financial condition and prospects may be adversely affected.

In addition, in making employment decisions, job candidates often consider the value of the stock options or other equity incentives they are to receive in connection with their employment. If the price of our shares declines, or experiences significant volatility, our ability to attract or retain key employees may be adversely affected. Also, as employee options vest and the lock-up agreements expire, we may have difficulty retaining key employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our growth prospects could be severely harmed.

We may not accurately forecast revenues, profitability and appropriately plan our expenses.

We base our current and future expense levels on our operating forecasts and estimates of future income and operating results. Income and operating results are difficult to forecast because they generally depend on the volume and timing of orders, which are uncertain. Additionally, our business is affected by general economic and business conditions around the world. A softening in income, whether caused by changes in consumer preferences or a weakening in global economies, may result in decreased net revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our income (loss) from operations after tax in a given quarter to be lower or higher than expected. We also make certain assumptions when forecasting the amount of expense we expect related to our share-based payments, which includes the expected volatility of our share price, and the expected life of equity awards granted. These assumptions are partly based on historical results. If actual results differ from our estimates, our operating results in a given quarter may be lower than expected.

Our eCommerce operation’s operating results are subject to seasonal fluctuations.

Our business is subject to seasonality, due to the pest cycle throughout the year. For example, in some seasons, mice are prevalent, and thus sales of mice pest control increase, and thereafter decrease. The same applies for moths, cockroaches and other pests. We are active in various pest control business, negating the impact of seasonality on the business.  

General economic factors may adversely affect our business, financial performance and results of operations.

Our business, financial performance and results of operations depend significantly on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors that may affect consumer spending or buying habits could materially and adversely affect demand for our products. In addition, volatility in the financial markets has had and may continue to have a negative impact on consumer spending patterns. A reduction in consumer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering. In addition, negative national or global economic conditions may materially and adversely affect our suppliers’ financial performance, liquidity and access to capital. This may affect their ability to maintain their inventories, production levels and/or product quality and could cause them to raise prices, lower production levels or cease their operations.

Economic factors such as increased commodity prices, shipping costs, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase our cost of revenues and our selling, general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.

Any significant increases in costs may affect our business disproportionately compared to our competitors. Changes in trade policies or increases in tariffs, may have a material adverse effect on global economic conditions and the stability of global financial markets and may reduce international trade.

Natural disasters or other unexpected events may adversely affect our operations, particularly our merchandise supply chain and shipping efforts.

Natural disasters, such as earthquakes, hurricanes, tornadoes, floods and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war and other political instability; or other catastrophic events, whether occurring in Israel or internationally, could disrupt our operations in any of our offices and fulfillment centers or the operations of one or more of our third-party providers or vendors. In particular, these types of events could impact our merchandise supply chain, including our ability to ship merchandise to customers from or to the impacted region, and could impact our ability or the ability of third parties to operate our sites and ship merchandise. In addition, these types of events could negatively impact consumer spending in the impacted regions. To the extent any of these events occur, our business and operating results could be adversely affected.

Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.

Our business depends on the economic health of the global economies. If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflicts, such as the war between Russia and Ukraine and the security situation in Israel, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.

In addition, increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

While current uncertainty in the global economies, including current military conflicts, such as the war between Russia and Ukraine and the security situation in Israel, did not materially effect our operating results for the 2 years ended December 31, 2024 and the nine months ended September 30, 2025, there can be no assurance that such events, future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.

Risks Related to Our Pest Control Business Operations

We will need to expand its organization and as such we may experience difficulties in recruiting needed additional employees and consultants, which could disrupt its operations.

As our development and commercialization plans and strategies develop and because we are so leanly staffed, we will need additional managerial, operational, sales, marketing, financial, legal and other resources. The competition for qualified personnel in the pest control field is intense. Due to this intense competition, we may be unable to attract and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel.

Our management may need to divert a disproportionate amount of their attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the sourcing and marketing of additional pest control products. If our management is unable to effectively manage growth, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize pest control products and compete effectively will depend, in part, on our ability to effectively manage any future growth.

We may not be successful in its efforts to identify, license or market additional pest control products.

Although a substantial amount of our effort will focus on the continued marketing and sale of its existing pest control products, the success of our business also depends in part upon our ability to identify, license or discover additional pest control products. Our efforts to source and market additional pest control products may fail for a number of reasons, including but not limited to the following:

If any of these events occur, we may be forced to abandon our efforts to source any given pest control product, or may not be able to identify, license or discover additional pest control product candidates, which would have a material adverse effect on our business and could potentially cause us to cease operations.

The use of any of our pest control products could result in product liability or similar claims that could be expensive, damage our reputation and harm its business.

Our business exposes us to an inherent risk of potential product liability or similar claims. The pest control industry has historically been litigious, and we face financial exposure to pest control product liability or similar claims if the use of any of its products were to cause or contribute to injury or death. There is also the possibility that defects in the design or manufacture of any of our pest control products or the packaging thereof might necessitate a product recall. Although we maintain product liability insurance, the coverage limits of these policies may not be adequate to cover future claims. In the future, we may be unable to maintain product liability insurance on acceptable terms or at reasonable costs and such insurance may not provide us with adequate coverage against potential liabilities. A product liability claim, regardless of merit or ultimate outcome, or any product recall could result in substantial costs to us, damage to our reputation, customer dissatisfaction and frustration and a substantial diversion of management attention. A successful claim brought against us in excess of, or outside of, our insurance coverage could have a material adverse effect on our business, financial condition and results of operations. 

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We and our third-party manufacturers’ activities involve the controlled storage, use and disposal of hazardous materials, including the components of our pest control products and other hazardous compounds. We and our manufacturers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. In some cases, these hazardous materials and various wastes resulting from their use are stored at the its manufacturers’ facilities pending their use and disposal. We cannot eliminate the risk of contamination, which could cause an interruption of our commercialization efforts, research and development efforts, business operations and environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials. Although we believe that the safety procedures utilized by our third-party manufacturers for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages and such liability could exceed our resources and applicable authorities may curtail our use of certain materials and/or interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of its future compliance. We do not currently carry biological or hazardous waste insurance coverage. 

The regulatory approval processes of the EPA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for its pest control products, our business will be substantially harmed.

The time required to obtain approval by the EPA and comparable foreign environmental authorities or other applicable regulators is unpredictable, can take a considerable amount of time and depends upon numerous factors. In addition, approval policies and regulations may change over time and may vary among jurisdictions, which may cause delays in the approval or the decision not to approve an application, or the approval status of previously approved products.

This approval process, as well as the unpredictability of changing environmental and other regulations, may result in us failing to obtain regulatory approval to market or sell any of our pest control products in additional markets, or to maintain our approval in existing markets, which would significantly harm our business, results of operations and prospects.

Risks Related to Third Parties

We rely on third parties to manufacture our pest control products. If these third parties do not successfully carry out their contractual duties, meet expected deadlines, provide us with sufficient quantities of its products (or fails to do so at acceptable quality levels or prices) or comply with regulatory requirements, we may not be able to commercialize our products in additional jurisdictions and our business could be substantially harmed.

We have relied upon and plan to continue to rely upon third-party manufacturers to manufacture its products. We do not have the infrastructure or capability internally to manufacture, and lacks the resources and the capability to manufacture any of our product candidates on commercial scale. We plan to rely on third parties for such supplies. Any significant delay or discontinuity in the supply of these components could considerably delay completion of our manufacturing activities and commercialization activities, which could harm our business and results of operations.

Risks associated with the suppliers from whom our products are sourced could materially adversely affect our financial performance, as well as its reputation and brand.

We depend on our ability to provide our customers with a wide range of products from high quality suppliers in a timely and efficient manner. Our agreements with most of our suppliers do not provide for the long-term availability of merchandise or the continuation of particular pricing practices, nor do they usually restrict such suppliers from selling products to other buyers or directly themselves. There can be no assurance that our current suppliers will continue to seek to sell our products on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure product acquisitions in a timely and efficient manner and on acceptable commercial terms. Our ability to develop and maintain relationships with reputable suppliers and offer high quality products to its customers is critical to our success. If we are unable to develop and maintain relationships with suppliers that would allow us to offer a sufficient amount and variety of quality products on acceptable commercial termsour ability to satisfy its customers’ needs, and therefore its long-term growth prospects, would be materially adversely affected.

We are also unable to predict whether any of the countries in which our suppliers’ products are currently manufactured or may be manufactured in the future will be subject to trade restrictions imposed by the Canadian or foreign governments or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from suppliers with international manufacturing operations, including the imposition of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce the supply of merchandise available to customers and materially adversely affect our financial performance as well as its reputation and brand. Our competitors may have greater existing inventory positions and other advantages that may allow them to price more competitively relative to our products. Furthermore, some or all of our suppliers’ foreign operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions. 

Our eCommerce operations, including the costs and supply chain, are subject to risks associated with sourcing, importing and warehousing.

We source the products it offers from third-party vendors and, as a result, we may be subject to price fluctuations or demand disruptions. Our operating results could be negatively impacted by increases in the prices of its products, and we have no guarantees that prices will not rise. In addition, as we expand into new categories and types of products, we expect that it may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically seen in its current product categories and types. We may not be able to pass increased costs on to customers, which could adversely affect its operating results.

In addition, we cannot guarantee that products received from vendors will be of sufficient quality or free from damage or defects, or that such merchandise will not be damaged during shipping or storage. While we take measures to ensure product quality and avoid damage, including evaluating vendor facilities, operations and product samples, conducting inventory inspections and inspecting returned products, we cannot control merchandise while it is out of its possession or prevent all damage while in its distribution centers. We may incur additional expenses and our reputation could be harmed if current or potential customers believe that our merchandise is not of high quality or may be damaged.

Our dependence on third parties to provide overseas transportation and domestic distribution services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.

As we do not have our own delivery team and networks, our business depends on the services provided by, and relationships with, various independent third parties, to provide truck services and to report certain events to us, including, but not limited to, shipment status information and freight claims . These third-party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments to our customers. This reliance also could cause delays in reporting certain events, including recognizing claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.

Our eCommerce operations rely on data provided by third parties, the loss of which could limit the functionality of its platforms, cause us to invest in the wrong product or disrupt its business.

We use third party software to determine market trends and what markets to enter into. Our ability to successfully use this software depends on our ability to analyze and utilize data, including search engine results, provided by unaffiliated third parties, primarily, Google and Amazon. Some of this data is provided to us pursuant to third-party data sharing policies and terms of use, under data sharing agreements by third-party providers or by customer consent. The majority of this data is sourced for free or for de minimis amounts. These sources of data allow us, along with artificial intelligence tools, to determine trends, performance and consumer sentiment on products and searches within eCommerce platforms. This functionality allows us to help determine which products to market, in some cases manufacture through contract manufacturers, import and sell on Amazon or other eCommerce marketplaces.

In the future, any of these third parties could change their data sharing policies, including making them more restrictive, charging fees or altering their algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect useful data. These third parties could also interpret our data collection policies or practices as being inconsistent with their policies, which could result in the loss of the ability to collect this data. Privacy concerns may cause end users to resist providing the personal data necessary to allow us to determine market trends as well as its ability to effectively retain existing customers. Privacy advocacy groups and the technology and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on Amazon and us. Any such changes could impair our and Amazon’s ability to use data and could adversely impact select functionality of the Amazon Marketplace or our websites, impairing our ability to use this data to anticipate customer demand and market trends, as well as adversely affecting its business and its ability to generate revenue. 

Our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information and practices, could damage our reputation and brands and substantially harm our business and operating results.

We collect, maintain, transmit and store data about our customers, brands and others, including personally identifiable information, as well as other confidential information. We also engage third parties that store, process and transmit these types of information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, our brand’s e-commerce websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases.

Breaches of our security measures or those of our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks, systems and accounts; unauthorized access to, and misappropriation of, consumer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks; however, such attacks could in the future have a material adverse effect on our operations. If any of these breaches of security should occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

We may experience periodic system interruptions from time to time. In addition, continued growth in our transaction volume, as well as surges in online traffic and orders associated with promotional activities or seasonal trends in our business, place additional demands on our marketplace platforms and could cause or exacerbate slowdowns or interruptions. If there is a substantial increase in the volume of traffic on our sites or the number of orders placed by customers, we will be required to further expand and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our sites or expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our sites, which is particularly challenging given the rapid rate at which new technologies, customer preferences and expectations and industry standards and practices are evolving in the e-commerce industry. Accordingly, we redesign and enhance various functions on our sites on a regular basis, and we may experience instability and performance issues as a result of these changes. Our disaster recovery plan may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, results of operations, financial condition and prospects. We continue to devote significant resources to protect against security breaches, or we may need to devote significant resources in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business. To date, we are not aware of any material compromises or breaches of our networks or systems.

Risks Related to our Intellectual Property

Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.

Our commercial success depends in part on us avoiding infringement of the patents and proprietary rights of third parties. As the we rely on third party manufacturers to source its products, if such manufacturers infringe on an existing patent, we may be unaware until a patent infringement claim is made. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the pest control industry. As the industry that we operate in expand and more patents are issued, the risk increases that our products may be subject to claims of infringement of the patent rights of third parties.

Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, designs or methods of manufacture related to the use or manufacture of our pest control products. There may be currently pending patent applications that may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents.

If any third-party patents were held by a court of competent jurisdiction to cover aspects of our products, processes for designs, or methods of use, the holders of any such patents may be able to block our ability to commercialize the applicable products unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all.

Parties making claims against us may obtain injunctive or other equitable relief, against us or one of our manufacturing partners, which could effectively block our ability to further commercialize one or more of our products. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of resources from our business, if we chose to defend such claims. In the event of a successful claim of infringement against us in the U.S. or any other relevant jurisdiction, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.

We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.

Competitors may infringe on our intellectual property. If we were to initiate legal proceedings against a third party to enforce a trademark covering one of our brands, the defendant could counterclaim that the trademark covering our brand candidate is invalid and/or unenforceable. In trademark litigation, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory or other legal requirements, including lack of distinctiveness. The outcome following legal assertions of invalidity and unenforceability is unpredictable.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common shares.

We may not be able to protect our intellectual property rights throughout the world.

Filing, registering, and defending trademarks on brands, as well as monitoring their infringement in all relevant jurisdictions throughout the world would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the U.K. and European Union.

Competitors may use our trademarks in jurisdictions where we have not obtained protection and may also export products with infringing branding to territories where we have trademark protection, but enforcement is not strong. These products may compete with our products. Future trademarks or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of trademarks and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our intellectual property rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of its business and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that it initiates and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that the we develop or license.

The inability to acquire, use or maintain our trademarks and domain names for our sites could substantially harm our business and operating results.

We currently have registered trademarks for its brands in the U.K. and has registered the Internet domain names for its websites, as well as various related domain names. However, we have not registered its trademarks or domain names in all major international jurisdictions. Domain names generally are regulated by Internet regulatory bodies. If we do not have, or cannot obtain on reasonable terms, the ability to use its marks in a particular country or to use or register any of its domain names, we could be forced either to incur significant additional expenses to market its products within that country, including the development of a new brand and the creation of new promotional materials and packaging, or to elect not to sell products in that country. Either result could materially adversely affect our business, financial condition and operating results.

Furthermore, the regulations governing domain names and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevant domains or its current brand names. Furthermore, we might not be able to prevent third parties from registering, using or retaining domain names that interfere with its consumer communications or infringe or otherwise decrease the value of its marks, domain names and other proprietary rights. Regulatory bodies also may establish additional generic or country-code top-level domains or may allow modifications of the requirements for registering, holding or using domain names. As a result, we may not be able to register, use or maintain certain domain names that utilize the in all of the countries in which we currently conduct or intend to conduct business.

Assertions by third parties of infringement or misappropriation by us of their intellectual property rights or confidential know how could result in significant costs and substantially harm our business and results of operations.

Our business relies on sophisticated and experienced use and know-how of Amazon’s AI market tracker. Third parties may in the future assert that we have infringed or misappropriated their trademarks, copyrights, confidential know how, trade secrets, patents or other intellectual property rights. We cannot predict whether any such assertions or claims arising from such assertions will substantially harm our business and results of operations, whether or not they are successful. If we are forced to defend against any infringement or other claims relating to the trademarks, copyright, confidential know how, trade secrets, patents or other intellectual property rights of third parties, whether they are with or without merit or are determined in our favor, we may face costly litigation or diversion of technical and management personnel. Furthermore, the outcome of a dispute may be that we would need to cease use of some portion of our systems. Any such assertions or litigation could materially adversely affect our business, results of operations, financial condition and prospects.

The e-commerce industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Some companies, including some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. In addition, because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of the technologies we use.

Certain third parties have substantially greater resources than we have and may be able to sustain the costs of intellectual property litigation for longer periods of time than we can. Even if we were to prevail in such a dispute, any litigation regarding the way we operate and utilize our technologies, could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Intellectual property rights do not necessarily address all potential threats.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

Should any of the foregoing occur, it could adversely affect our business, financial condition, results of operations, and prospects.

Risks Related to Commercialization of our Pest Control Products

If the market opportunities for our existing or future pest control products are smaller than we believe they are, our revenue may be adversely affected, and its business may suffer.

Our expectations around demand for our products in jurisdictions where our products are currently sold and potential future jurisdictions, while based on the reasonable beliefs of management, may prove to overestimate actual demand now or in the future. Many factors influencing demand for our products, such as rates of pest infestation and the number of competitors in the pest control market, are not in our control. Due to the nature of our products, which are primarily aimed at pest control, many of our customers may prove to be one-time customers that never make repeat purchases from us as pest infestations may not be experienced frequently, or at all, by such customers in the future. The sale of our products via the Amazon Marketplace also increases the chance of individual consumers purchasing our products, rather than businesses with a recurring business need, which may further lower the number of repeat customers purchasing our products. New customers may become increasingly difficult to identify or gain access to, which would adversely affect our results of operations and its business.

We face intense competition and the possibility that its competitors may source, develop or commercialize pest control products that are similar, more advanced or more effective than our products, which may adversely affect our financial condition and our ability to successfully commercialize our products.

The pest control industry is highly competitive. There are many pest control companies, ranging from large public companies focused on agricultural scale pest control to small private companies offering pest control products and services to local communities.

More established companies, especially in the context of us entering new markets, may have a competitive advantage over us due to their greater size, cash flows, brand recognition, and marketing capabilities. Compared to us, many of our competitors may have significantly greater financial, technical and human resources, or have a closer connection to communities where their pest control products or services are offered. As a result of these factors, our competitors may have an advantage in marketing their products and/or services and may obtain regulatory approval of their products in new jurisdictions before are able to, which may limit our ability to commercialize our products in new jurisdictions. Our competitors may also source or develop pest control products that are safer, more effective, more widely used and/or less expensive than our products, and may also be more successful than us in sourcing and marketing their products. These advantages could materially impact our ability to develop and commercialize our product candidates successfully.

Any significant disruption in service on our websites or in our computer systems, a number of which are currently hosted or provided by third-party providers, could materially affect our ability to operate, damage our reputation and result in a loss of customers, which would harm our business and results of operations.

Our ability to sell and market our products relies on FBA platform whose functionality relies upon a number of third-party related services, including those relating to cloud infrastructure, technology services, servers, open-source libraries and vendor APIs. Any disruption or loss of any of these third-party services could have a negative effect on our business, results of operations, financial condition and prospects. We may experience interruptions in our systems, including server failures that temporarily slow down or interfere with the performance of our platforms and the ability to sell on e-commerce marketplaces.

Interruptions in these systems, whether due to system failures, human input errors, computer viruses or physical or electronic break-ins, and denial-of-service attacks on us, third-party vendors or communications infrastructure, could affect the availability of our services on our platform and prevent or inhibit the ability of selling our products. Volume of traffic and activity on e-commerce marketplaces spikes on certain days, such as during a Black Friday promotion, and any such interruption would be particularly problematic if it were to occur at such a high-volume time. Problems with the reliability of our systems or third-party marketplaces could prevent us from earning revenue and could harm our reputation. Damage to our reputation, any resulting loss of customers, e-commerce confidence and the cost of remedying these problems could negatively affect our business, results of operations, financial condition and prospects.

Our ability to maintain communications, network and computer hardware in the countries in which they are used may in the future be subject to regulatory review and licensing, and the failure to obtain any required licenses could negatively affect our business. Our systems and infrastructure are predominately reliant on third parties. Problems faced by our third-party service providers with the telecommunications network providers with whom they contract or with the systems by which they allocate capacity among their users, including us, could adversely affect the experience of our customers. Our third-party service providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy or reorganization, faced by our third-party service providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party service providers are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our eCommerce operations’ efforts to acquire or retain customers, and our efforts to sell new products or increase sales of its existing products, may not be successful, which could prevent us from maintaining or increasing sales and achieving profitability.

If we do not successfully promote and sustain its new and/or existing product listings and brands through marketing and other tools, we may fail to maintain or increase our sales and profitability. Promoting and positioning our brands and product listings will depend largely on the success of our marketing efforts, its ability to attract customers cost effectively and its ability to consistently provide a high-quality product and maintain consumer satisfaction. We also use promotions to drive sales, which may not be effective and may adversely affect gross margins. Our investments in marketing may not effectively reach potential customers, potential customers may decide not to buy our products or the spending of customers that purchase from us may not yield the intended return on investment, any of which could negatively affect our financial results. The failure of our marketing activities could also adversely affect our ability to promote our product listings and sell our products, and to develop and maintain relationships with our customers, retailers and brands, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our eCommerce operations are subject to risks related to online payment methods.

We accept payments using a variety of methods, including credit card, debit card, and PayPal. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. In addition, our credit card and other payment processors could impose receivable holdback or reserve requirements in the future. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards, and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with the rules or requirements of any provider of a payment method that we accept, if the volume of fraud our transactions limits or terminates our rights to use payment methods it currently accepts, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card or debit card payments from customers or to facilitate other types of online payments. If any of these events were to occur, our business, financial condition and operating results could be materially adversely affected

We may not accurately forecast revenues, profitability and appropriately plan our expenses.

We base current and future expense levels on our operating forecasts and estimates of future income and operating results. Income and operating results are difficult to forecast because they generally depend on the volume and timing of the orders that we receive, which are uncertain. Additionally, our business is affected by general economic and business conditions around the world. A softening in income, whether caused by changes in consumer preferences, a weakening in global economies or inflation, may result in decreased net revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our income (loss) from operations after tax in a given quarter to be lower or higher than expected. We also make certain assumptions when forecasting the amount of expenses it expects related to our share-based payments, which includes the expected volatility of our share price, and the expected life of equity awards granted. These assumptions are partly based on historical results. If actual results differ from our estimates, our operating results in a given quarter may be lower than expected.

Risks Related to Legal and Regulatory Matters

We may be subject to general litigation, regulatory disputes and government inquiries.

As a growing company with expanding operations, we may in the future increasingly face the risk of claims, lawsuits, government investigations and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters. The number and significance of these disputes and inquiries have increased as the political and regulatory landscape changes, and as we have grown larger and expanded in scope and geographic reach, and our services have increased in complexity.

We cannot predict the outcome of such disputes and inquiries with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or services or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth. 

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to the internet and e-commerce, internet advertising and price display, consumer protection, anti-corruption, antitrust and competition, economic and trade sanctions, energy usage and emissions, tax, banking, data security, network and information systems security, data protection and privacy. As a result, regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements. Unfavorable changes or interpretations could decrease demand for our products or services, limit marketing methods and capabilities, affect our margins, increase costs or subject us to additional liabilities.

For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and e-commerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and consumer-generated content, user privacy, data security, network and information systems security, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of services. Furthermore, the growth and development of e-commerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally.

If our products experience any recalls, product liability claims, or government, customer or consumer concerns about product safety, our reputation and operating results could be harmed.

Our products are subject to regulation by international regulatory authorities, and could be subject to involuntary recalls and other actions by these authorities. Concerns about product safety, including concerns about the safety of products manufactured in developing countries, could lead us to recall selected products. Recalls and government, customer or consumer concerns about product safety could harm our reputation and reduce sales, either of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We may also be subject to product liability claims if people or property are harmed by the products we sell. Some of the products we sell may expose us to product liability claims and litigation (including class actions) or regulatory action relating to safety, personal injury, death or environmental or property damage.

Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Some of our agreements with members of our supply chain may not indemnify us from product liability claims for a particular product, and some members of our supply chain may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.

Any failure by us or our vendors to comply with product safety, labor or other laws, or our standard vendor terms and conditions, or to provide safe factory conditions for our or their workers may damage our reputation and brand and harm our business.

The products we sell to our customers are subject to regulation by international regulatory authorities. As a result, such products could be in the future subject to recalls and other remedial actions. Product safety, labeling and licensing concerns may require us to voluntarily remove selected merchandise from our inventory. Such recalls or voluntary removal of merchandise can result in, among other things, suspension of our seller accounts on Amazon and other online marketplaces, lost sales, diverted resources, potential harm to our reputation and increased client service costs and legal expenses, which could have a material adverse effect on our operating results.

Some of the products we sell may expose us to product liability claims and litigation or regulatory action relating to personal injury or environmental or property damage. Although we maintain liability insurance and implemented a quality assurance program that includes obtaining necessary certifications, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all. In addition, some of our agreements with our vendors may not indemnify us from product liability claims for a particular vendor’s products or our vendors may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.

We are subject to regulations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect personally identifiable information and other data from our customers and prospective customers. We collect this info automatically through the automated sales processes with e-commerce marketplaces. We, at times, may use this information to provide, support, expand and improve our business and tailor our digital marketing and advertising efforts.

Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies and regulators. Our data handling also is subject to industry standards.

Numerous data protection regimes apply based on where a customer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, which could require us to incur additional costs and restrict our business operations. Any failure or perceived failure by us to comply with rapidly evolving privacy or security laws, policies (including our own stated privacy policies), legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally identifiable information or other consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Due to rapid changes in technology and the inconsistent interpretations of privacy and data collection and protection laws and regulations, we may be required to materially change the way we conduct business. The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well the need to implement any changes required based on newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged. Amazon collects data of users on their platform and any limitation on their ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize sales, which could render our products less valuable and potentially result in loss of revenue.

In Europe, where we expanded our business operations as part of our growth, the data privacy and information security regime continues to evolve and is subject to increasing regulatory scrutiny.

The General Data Protection Regulation, or GDPR, implemented more stringent operational requirements for our use of personal data. These more stringent requirements include expanded disclosures to inform our customers about how we may use their personal data, increased controls on profiling customers and increased rights for customers to access, control and delete their personal data. Under the GDPR, there are mandatory data breach notification requirements and significantly increased penalties of up to the greater of €20 million or 4% of global turnover for the preceding financial year. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions).

The U.K.’s Network and Information Systems Regulations 2018, or NIS Regulations, which came into force on May 10, 2018, apply to us as an online marketplace and place additional network and information systems security obligations on us, as well as mandatory security incident notification in certain circumstances with penalties of up to £17 million.

In recent years, U.S. and European lawmakers and regulators have expressed concern over the use of third-party cookies and similar technologies for online behavioral advertising, and laws in this area are also under reform. Such regulations may have a negative effect on businesses, including ours, that collect and use online usage information for consumer acquisition and marketing, may increase the cost of operating a business that collects or uses such information and undertakes online marketing, it may also increase regulatory scrutiny and increase potential civil liability under data protection or consumer protection laws.

These regulations result in significant compliance costs and could result in restricting the growth and profitability of our business by impeding the development of new services. We could incur substantial costs to comply with these regulations. The changes could require significant systems changes, limit the effectiveness of our marketing activities, adversely affect our margins, increase costs and subject us to additional liabilities. Also, it could negatively impact the use or adoption of our services, reduce overall demand for our services, make it more difficult for us to meet expectations from or commitments to our clients, lead to significant fines, penalties, or liabilities for noncompliance, or impact our reputation, any of which could harm our business.

Our business is conducted through the internet and therefore, among other things, we are subject to the laws and regulations that apply to e-commerce and online businesses around the world. These laws and regulations are becoming more prevalent in the United States, Europe, Israel, the United Kingdom and elsewhere and may impede the growth of the internet and consequently our services. These regulations and laws may cover privacy, data collection and protection, location of data storage and processing, cybersecurity, e-commerce, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, and online payment services. We receive, collect, store, process, transfer and use certain data about how viewers and buyers engaged with content and advertisements and helps us to leverage that data to become a better storyteller and maximize sales in different marketplaces. Our ability to access and utilize such data is crucial.

Amendments to existing tax laws, rules or regulations or enactment of new unfavorable tax laws, rules or regulations could have an adverse effect on our business and financial performance.

Many of the laws, rules or regulations imposing taxes and other similar obligations were established before the growth of the internet and e-commerce. Tax authorities in non-U.S. jurisdictions, including Israel, and at the U.S. federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce and considering changes to existing tax or other laws that could regulate our transmissions and/or levy sales, income, consumption, use or other taxes relating to our activities, and/or impose obligations on us to collect such taxes. For example, in March 2018, the European Commission proposed new rules for taxing digital business activities in the EU. In addition, state and local taxing authorities in the United States and taxing authorities in other countries have identified e-commerce platforms as a means to calculate, collect and remit indirect taxes for transactions taking place over the internet. Multiple U.S. states have enacted related legislation and other states are now considering such legislation. Furthermore, the U.S. Supreme Court held in South Dakota v. Wayfair that a U.S. state may require an online retailer to collect sales taxes imposed by that state, even if the retailer has no physical presence in that state, thus permitting a wider enforcement of such sales tax collection requirements. Such legislation could require us or our retailers and brands to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business. Such legislation could require us or our retailers and brands to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business.

We cannot predict the effect of current attempts to impose taxes on commerce over the internet. If such tax or other laws, rules or regulations were amended, or if new unfavorable laws, rules or regulations were enacted, the results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our products if we pass on such costs to the consumer, result in increased costs to update or expand our technical or administrative infrastructure or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions. As a result, these changes may have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

International regulatory authorities, continue to enforce economic and trade regulations and anti-corruption laws across industries. U.S. trade sanctions relate to transactions with designated foreign countries and territories, including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, or Crimea, as well as specifically targeted individuals and entities that are identified on U.S. and other blacklists, and those owned by them or those acting on their behalf.

Anti-corruption laws, including the U.K. Bribery Act, or the Bribery Act, generally prohibit direct or indirect corrupt payments to government officials and, under certain laws, private persons to obtain or retain business or an improper business advantage. Some of our international operations are conducted in parts of the world where it is common to engage in business practices that are prohibited by these laws.

Although we comply with laws and regulations, especially as we expand our operations in existing and new jurisdictions which proportionately adds risks of non-compliance with applicable laws and regulations, our employees, partners or agents could take actions that violate applicable laws or regulations. As regulations continue to develop and regulatory oversight continues to focus on these areas, we cannot ensure compliance at all times with all applicable laws or regulations.

In the event our controls should fail, or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil and criminal monetary penalties, withdrawal of business licenses or permits, litigation and damage to our reputation and the value of our brand.

As we expand our operations in existing and new jurisdictions internationally, we will need to increase the scope of our compliance programs to address the risks relating to the potential for violations of the Bribery Act and other anti-bribery and anti-corruption laws. Further, the promulgation of new laws, rules and regulations, or the new interpretation of existing laws, rules and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we or our retailers and brands conduct business could require us to change certain aspects of our business, operations and commercial relationships to ensure compliance, which could decrease demand for products or services, reduce net revenue, increase costs or subject us to additional liabilities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years, are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, offering, soliciting or accepting improper payments or other benefits to or from government officials and others in the private sector. As we increase our international sales and business, particularly in countries with a low score on the Corruptions Perceptions Index by Transparency International and increase our use of third-party business partners such as sales agents, distributors, resellers or consultants, our risks under these laws may increase. Under these laws, we could be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, business partners and agents, even if we do not explicitly authorize or have actual knowledge of such activities. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, whistle-blower complaints, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees.

In certain cases, enforcement authorities may even require us to appoint an independent compliance monitor, which can result in added costs and administrative burdens. Any investigations, actions, sanctions or other previously mentioned harm could have a material negative effect on our business, operating results and financial condition.

Even following receipt of any regulatory approval for our pest control products, we will continue to be subject to regulation of our advertising practices.

As a seller of pest control products, which include poisonous active ingredients, we are subject to continual government oversight by regulatory authorities. Once we receive regulatory approval in the United States, we will be subject to oversight by the U.S. Environmental Protection Agency, or EPA. The EPA strictly regulates the advertising and promotion of pest control products, and these pest control products may only be marketed or promoted for their EPA approved uses, consistent with the product’s approved labeling. Advertising and promotion of any product candidate that obtains approval in the U.S. will be heavily scrutinized by the EPA, other applicable state regulatory agencies and the public. Violations, including promotion of our products for unapproved or off-label uses, are subject to enforcement actions, inquiries and investigations, and civil, criminal and/or administrative sanctions imposed by the EPA.

Our operations are subject to environmental laws and regulations that may increase costs of operations and impact or limit our business plans.

We are subject to environmental laws and regulations affecting many aspects of our present and potential future operations, and we will be subject to a wide variety of EPA labeling and other state regulatory agency requirements after we receive regulatory approval in the United States. For example, under the Federal Insecticide, Fungicide, and Rodenticide Act, we will be required to register with the EPA and certain state regulatory authorities as a seller of disinfectants, and we will be subject to EPA labeling requirements. Compliance with these laws and regulations may result in increased costs and delays as a result of administrative proceedings and certain reporting obligations. Public officials and entities may seek injunctive relief or other remedies to enforce applicable environmental laws and regulations. If we are found to not have complied with these laws and are unable to sell our products, our business and financial results will be negatively impacted.

Risks Related to our International Operations

Conditions in Israel may affect our operations.

Certain of our directors and our chief financial officer are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations.

Since its founding in 1948, Israel has experienced numerous armed conflicts with neighboring states and non-state actors, Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia and political group in Lebanon), and other extremist groups operating from Syria, Iraq, and Yemen. These conflicts have involved rocket attacks, cross-border infiltrations, terrorist incidents, and military operations, which have at times disrupted business activity and created broader economic uncertainty.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah and in October 2025, a ceasefire was brokered between Israel and Hamas, but there are no guarantees as to whether such agreements will hold or whether further hostilities will resume.

In connection with the October 2023 attacks, Israel mobilized hundreds of thousands of military reservists. Two of our employees were called to active duty, but have since returned to work. Additional or prolonged call-ups involving our personnel, whether in response to past or future conflicts, could disrupt our operations and negatively affect our business and financial performance.

Iran is widely believed to support and coordinate with terrorist groups in the region, including Hamas, Hezbollah, the Houthis in Yemen, and various militias in Syria and Iraq. It is also believed to be advancing a nuclear weapons program, increasing the risk of future conflict. Ongoing or escalated hostilities involving Iran could further destabilize the region and significantly impact Israeli security and economic conditions.

On June 13, 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities, including Tel Aviv, Haifa, and Jerusalem. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. While a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq.

Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation as our facilities are located overseas and are not exposed to war damage. However, the intensity and duration of the security situation in Israel have been difficult to predict, as were the economic implications on our business and operations and on Israel’s economy in general If the war extends for a long period of time or expands to other fronts, our operations may be harmed.

Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

Our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in GBP and we expect our future revenues to be equally divided between GBP and U.S. Dollar. However, most of our expenses are also in U.S. Dollar, NIS and some in Euro. As a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars.

As we will operate in or currently operates in various other countries, the revenue received by us will be materially affected by fluctuations in exchange rates. In recent years, the Canadian dollar has, at times, increased materially in value against other currencies. Material increases in the value of the Canadian dollar negatively impact our revenues. Future exchange rates could accordingly impact the future value of our operations.

To the extent that we engage in risk management activities related to foreign exchange rates, there is a credit risk associated with counterparties with we may contract. An increase in interest rates could result in a significant increase in the amount that we pay to service debt, which could negatively impact the market price of our securities.

Risks Related to Our Status as a Public Company and Ownership of our Common Shares

Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval.

Upon the effectiveness of the listing of our common shares on Nasdaq, our executive officers, directors and principal shareholders who own more than 5% of our outstanding common shares, in the aggregate, will beneficially own shares representing approximately 76.18% of our share capital. As a result, if these shareholders were to act together, they would be able to exert significant influence over all matters submitted to our shareholders for approval (including a prospective acquisition or other change of control of our company), as well as our management and affairs.

In addition, Jeffs’ Brands Ltd., beneficially owns or controls, or will beneficially own or control, directly or indirectly, (A) 10,558,832 common shares consisting of (i) 8,129,372 common shares currently held, (ii) 1,571,429 common shares issuable upon the effectiveness of the listing of our common shares on Nasdaq representing contingent right shares pursuant to the Share Purchase Agreement in connection with the Acquisition and (iii) 858,031 common shares issuable upon the automatic conversion of August 2025 Convertible Debentures (as defined below) immediately following the effectiveness of the listing of our common shares on Nasdaq, which in the aggregate will represent approximately 70.94% of our share capital on a non-diluted basis and (B) 14,559,721 common shares (assuming the issuance of common shares upon the conversion of the additional 3,142,858 contingent right shares and 858,031 common shares issuable upon the exercise of warrants that are issuable upon the automatic conversion of August 2025 Convertible Debentures (as defined below) immediately following the effectiveness of the listing of our common shares on Nasdaq), which in the aggregate represents approximately 71.74% of our share capital on a fully-diluted basis. In connection with the Company’s acquisition of Fort UK in July 2025, which was a qualifying transaction under the policies of the TSXV, at the request of the TSXV, Jeffs’ Brands undertook not to acquire, exercise or convert securities currently held to the extent (but only to the extent) that, after giving effect to such acquisition, exercise or conversion (as applicable), Jeffs’ Brands would, directly or indirectly, own in excess of 80% of our outstanding common shares. As a result, Jeffs’ Brands will have the ability to control all matters submitted to holders of our common shares for approval, including without limitation the election and removal of directors, amendments to articles of incorporation and by-laws and the approval of any business combination. This may delay or prevent an acquisition of the Company or cause the market price of our common shares to decline. While the rights of minority shareholders would be protected in Canada, civil judgments rendered against us and/or our subsidiaries in Canada may be enforced in Israel by an Israeli court subject to specified time limitations, legal procedures and other specific conditions.

There has been no prior public market in the United States for our common shares, and an active trading market in the United States may not develop.

Prior to the anticipated listing of our common shares on Nasdaq, our common shares have traded only on the TSX Venture Exchange and there has been no public market in the U.S. for our common shares. There can be no assurance that our application to list our common shares on Nasdaq will be approved, or that an active trading market in the U.S. will develop or, if developed, that it will be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our common shares as consideration. The lack of an active trading market may also reduce the fair value of your shares. When our common shares commence trading on Nasdaq, we expect the initial listing price of our common shares to likely be based on the current trading price of our common shares on the TSX Venture Exchange. However, we cannot predict the price at which our common shares will trade and cannot guarantee that investors can sell their shares at any particular price. There is no assurance that an active and liquid trading market for our common shares will develop or be sustained in the United States or maintained in Canada.

Our securities will be traded on more than one market or exchange and this may result in price variations.

Following the Acquisition, our common shares resumed trading on the TSX Venture Exchange on July 10, 2025. Assuming that our common shares are listed for trading on the Nasdaq, trading in our common shares will take place in different currencies (U.S. dollars on the Nasdaq and CAD on the TSX Venture Exchange), and at different times (resulting from different time trading days, and public holidays in the United States and Canada). The trading prices of our securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on the TSX Venture Exchange could cause a decrease in the trading price of our common shares on the Nasdaq.

If our existing shareholders sell common shares, either on the TSX Venture Exchange or Nasdaq, after our anticipated listing, the market price of our common shares could decline.

The sale of substantial amounts of our common shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common shares on the TSX Venture Exchange or Nasdaq. These sales, or the perception that these sales could occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As of March 2, 2026, we have a total of 11,362,318 common shares outstanding. In addition, 1,949,794 common shares and warrants to purchase 1,949,794 common shares will be issued upon the automatic conversion of August 2025 Convertible Debentures (as defined below) immediately following the effectiveness of the listing of our common shares on Nasdaq. In addition, upon the effectiveness of the listing of our common shares on Nasdaq. 1,571,429 common shares, representing contingent right shares pursuant to the Share Purchase Agreement will be issued to Jeffs’ Brands as the achievement of one of the milestones. All of our outstanding shares will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates may be sold only in compliance with Rule 144 of the Securities Act and, as required pursuant to the policies of the TSXV, in connection with the Acquisition, a total of 6,428,571 common shares and 4,714,287 contingent right shares held by certain shareholders at the time of the Acquisition, or Escrowed Securities, are subject to escrow, 10% of the Escrow Securities being released on the date of closing of the Acquisition and with the balance of the Escrow Securities to be released in equal 15% installments every six months over the following three years. In addition to the escrow in connection with the Acquisition, an aggregate of 342,857 common shares and 41,428 stock options are held under escrow pursuant to an escrow agreement dated December 21, 2021, or CPC Escrow Agreement, which was entered into by the Company in connection with its initial public offering on the TSXV. Pursuant to the CPC Escrow Agreement, 25% of the securities were, or will be, released on each of July 8, 2025, January 8, 2026, July 8, 2026, and January 8, 2027.

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our common shares or securities convertible into or exchangeable for our common shares issued pursuant to our equity incentive plans. The common shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover approximately common shares.

As restrictions on resale end, the market price of our common shares could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common shares or other securities.

Issuance of a significant amount of additional common shares on exercise or conversion of outstanding warrants and/or substantial future sales of our common shares may depress our share price.

The issuance of a significant amount of additional common shares on account of outstanding warrants will dilute our current shareholders’ holdings and may depress our share price. If these or other shareholders sell substantial amounts of our common shares, including shares issuable upon the exercise or conversion of outstanding warrants or employee options, or if the perception exists that our shareholders may sell a substantial number of our common shares, we cannot foresee the impact of any potential sales on the market price of these additional common shares, but it is possible that the market price of our common shares would be adversely affected. Any substantial sales of our shares in the public market might also make it more difficult for us to sell equity or equity related securities in the future at a time and on terms we deem appropriate. Even if a substantial number of sales do not occur, the mere existence of this “market overhang” could have a negative impact on the market for, and the market price of, our common shares.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, results of operation or financial condition. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have a material adverse effect on the price of our common shares.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Disclosing deficiencies or weaknesses in our internal control, failing to remediate these deficiencies or weaknesses in a timely fashion or failing to achieve and maintain an effective internal control environment may cause investors to lose confidence in our reported financial information, which could have a material adverse effect on the price of our common shares. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed

The estimates of market opportunity, market size and forecasts of market growth included in this registration statement and our other publicly filed documents may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity, size estimates and growth forecasts included in this registration statement and our other publicly filed documents are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. For example, several of the reports and data on which our estimates and forecasts are based rely on projections of consumer adoption and incorporate data from secondary sources, such as company websites as well as industry, trade and government publications.

Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment and utilizing internal analytic methodologies to assess market trends. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate less net revenue per active customer than anticipated, any of which could have a negative impact on our business and results of operations.

In addition, as we enter new consumer product markets in the future, we may initially provide discounts to customers to gain market traction, and the amount and effect of these discounts may vary greatly. No such discounts have been given to date.

Finally, we are evaluating our total addressable market with respect to new product offerings and new markets. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Even if the market in which we compete meets the size estimates and growth forecasted in this registration statement, our business could fail to grow at similar rates, if at all.

Our business is also affected by general economic and business conditions in international markets.

As a foreign private issuer, we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable Nasdaq requirements, and we will not be subject to certain U.S. securities laws including, but not limited to, U.S. proxy rules and the filing of certain Exchange Act reports.

As a foreign private issuer, we are permitted, and intend, to follow certain home country corporate governance practices instead of those otherwise required by the Nasdaq Stock Market for domestic U.S. issuers. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on The Nasdaq Global Market may provide less protection to you than what is accorded to investors under the listing rules of Nasdaq applicable to domestic U.S. issuers.

As a foreign private issuer, we will be exempt from the rules and regulations under the Securities Exchange Act of 1934, or the Exchange Act, related to the furnishing and content of proxy statements, including the applicable compensation disclosure requirements. Nevertheless, pursuant to regulations promulgated under Canadian Securities Administrators National Instrument 51-102 “Continuous Disclosure Obligations”, or the Instrument, we are required to disclose in the context of sending an information circular to shareholders all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, to each Named Executive Officer (as such term is defined in the Instrument) and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided, directly or indirectly, to the issuer or a subsidiary of the issuer. Such disclosure will not be as extensive as that required of a U.S. domestic issuer. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. In addition, we will not be required under the Exchange Act to file reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will be exempt from filing quarterly reports with the SEC under the Exchange Act. Moreover, we will not be required to comply with Regulation FD, which restricts the selective disclosure of material information, although we intend to voluntarily adopt a corporate disclosure policy substantially similar to Regulation FD. These exemptions and leniencies will 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.

We would lose our foreign private issuer status if a majority of our shares are owned by U.S. residents and a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. 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 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 corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” These provisions include, among other exemptions, that:

We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, as defined in the rule under the Exchange Act, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for the common shares, and the trading price may be more volatile and may decline.

The market price of our common shares may be volatile. Market volatility may affect the value of an investment in our common shares and could subject us to litigation.

The market price of our securities is volatile. The price of our securities is and will continue to be subject to wide fluctuations in response to a variety of factors, including the following:

Furthermore, in recent years, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common shares.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could also harm our business.

Our investors’ ownership in us may be diluted in the future.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present shareholders. Furthermore, we may issue equity awards to management, employees and other eligible persons in the future under our Stock Option Plan. Additional common shares issued by us in the future will dilute an investor’s investment in us. In addition, we may seek shareholder approval to increase the amount of our authorized shares, which would create the potential for further dilution of current investors.

It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this registration statement in the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.

None of our directors or officers is resident of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers, including our directors and officers who residents of Israel, may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Canadian 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 Canadian law. There is little binding case law in Israel addressing the matters described above. Additionally, Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S. our directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Vancouver, Canada. Some of our directors and officers and the predecessor auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws.

Similarly, some of our directors and officers and experts are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents’ judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common shares adversely, the trading price or trading volume of our common shares could decline.

The trading market for our common shares will be influenced in part by the research and reports that securities or industry analysts may or may not publish about us, our business, our market or our competitors. If one or more of the analysts do not publish research about us or initiate research with an unfavorable rating or downgrade our common shares, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, the market prices of our common shares would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common shares to decline.

 We may be or may become classified as a passive foreign investment company. If we are or become classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences as a result.

Generally, for any taxable year, if at least 75% of our gross income is passive income, or at least 50% of the value of our assets is attributable to assets that produce passive income or are held for the production of passive income, including cash, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. For purposes of these tests, passive income includes dividends, interest gains from commodities and securities transactions, the excess of gains over losses from the disposition of assets which produce passive income (including amounts derived by reason of the temporary investment of funds raised in offerings of our shares) and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. If we are characterized as a PFIC, our U.S. shareholders may suffer adverse tax consequences, including having gains realized on the sale of our Common Shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our Common Shares by individuals who are U.S. holders, and having interest charges apply to distributions by us and gains from the sales of our shares.

Our status as a PFIC will depend on the nature and composition of our income and the nature, composition and value of our assets (which, assuming we are not a “controlled foreign corporation,” or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended, or the Code, for the year being tested, may be determined based on the fair market value of each asset, with the value of goodwill and going concern value determined in large part by reference to the market value of our Common Shares, which may be volatile). Based upon the estimated value of our assets, including any goodwill, and the nature and estimated composition of our income and assets, we may be classified as a PFIC for the taxable year ended December 31, 2025 and in future taxable years. In particular, so long as we do not generate revenue from operations for any taxable year and do not receive any research and development grants, or even if we receive a research and development grant, if such grant does not constitute gross income for United States federal income tax purposes, we likely will be classified as a PFIC for such taxable year. Because the determination of whether we are a PFIC for any taxable year is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC in any taxable year.

The tax consequences that would apply if we are classified as a PFIC would also be different from those described above if a U.S. shareholder were able to make a valid qualified electing fund, or QEF, election. At this time, we do not expect to provide U.S. shareholders with the information necessary for a U.S. shareholder to make a QEF election. Prospective investors should assume that a QEF election will not be available. See “Taxation - U.S. Federal Income Tax Considerations - Passive Foreign Investment Companies” for additional information.

If a United States person is treated as owning at least 10% of our shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, we expect that certain of our non-U.S. subsidiaries will be treated as controlled foreign corporations (regardless of whether we are or are not treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, whether or not we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. A failure to comply with these reporting obligations may subject you to significant monetary penalties and may prevent the statute of limitations with respect to your 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 are treated as a controlled foreign corporation or whether such investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult their own advisors regarding the potential application of these rules to its investment in the shares.

We will incur significant increased costs as a result of the listing of our securities for trading on Nasdaq. By becoming a public company in the United States, our management will be required to devote substantial time to new compliance initiatives as well as compliance with ongoing U.S. requirements.

Upon the listing of securities on Nasdaq, we will become a publicly traded company in the United States. As a public company in the United States, we will incur additional significant accounting, legal and other expenses that we did not incur before the offering. We also anticipate that we will incur costs associated with corporate governance requirements of the SEC, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal and financial compliance costs, introduce new costs such as investor relations, stock exchange listing fees and shareholder reporting, and to make some activities more time consuming and costly. The implementation and testing of such processes and systems may require us to hire outside consultants and incur other significant costs. Any future changes in the laws and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act, and the rules and regulations adopted by the SEC, for so long as they apply to us, will result in increased costs to us as we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

General Risk Factors

We will be a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of these exemptions in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Upon the effectiveness of the listing of our common shares on Nasdaq, Jeffs’ Brands will hold approximately 70.94% of our issued and outstanding common shares and will be able to exercise approximately 70.94 % of the total voting power of our issued and outstanding common shares. Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of these exemptions in the future. If we elect to rely on any of the “controlled company” exemptions, our investors will not have the same protections afforded to shareholders of companies that are subject to these corporate governance requirements. Our status as a controlled company could cause our common shares to look less attractive to certain investors or otherwise harm the trading price of the common shares.

If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

We have engaged in various acquisitions and may continue to evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:

We are subject to certain U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations. We can face serious consequences for violations.

Among other matters, U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, legal counsel, accountants, consultants, contractors and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. We also expect our non-U.S. activities to increase over time. We can be held liable for the corrupt or other illegal activities of our personnel, agents or partners, even if we do not explicitly authorize or have prior knowledge of such activities.

Our business and operations might be adversely affected by security breaches, including any cybersecurity incidents.

We depend on the efficient and uninterrupted operation of our computer and communications systems, and those of our consultants, contractors and vendors, which we use for, among other things, sensitive company data, including our intellectual property, financial data and other proprietary business information.

While certain of our operations have business continuity and disaster recovery plans and other security measures intended to prevent and minimize the impact of IT-related interruptions, our IT infrastructure and the IT infrastructure of our consultants, contractors and vendors are vulnerable to damage from cyberattacks, computer viruses, unauthorized access, electrical failures and natural disasters or other catastrophic events. We could experience failures in our information systems and computer servers, which could result in an interruption of our normal business operations and require substantial expenditure of financial and administrative resources to remedy. System failures, accidents or security breaches can cause interruptions in our operations. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur regulatory investigations and redresses.

Even though we believe we carry commercially reasonable business interruption and liability insurance, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which we do not have coverage. For example, we are not insured against terrorist attacks or cyberattacks. Any natural disaster or catastrophic event could have a significant negative impact on our operations and financial results.

ITEM 4. INFORMATION ON THE COMPANY

The Company, being Fort Technology Inc. (then known as Impact Acquisitions Corp.), was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) on December 5, 2019. The Company was a Capital Pool Company within the meaning of the policies of the TSX Venture Exchange. A Capital Pool Company is a company with no assets other than cash and no commercial operations. A Capital Pool Company uses its funds to seek out an investment opportunity. Following the Company’s acquisition of Fort Products Limited in July 2025, which was a qualifying transaction under the policies of the TSX Venture Exchange, the Company ceased being a Capital Pool Company. The Company’s common shares are listed on the TSXV under the symbol “FORT.V” and commenced trading after its qualifying transaction with Fort Products Limited on July 10, 2025.

The Company’s wholly-owned subsidiary, Fort Products Limited, was incorporated under the laws of England and Wales on November 25, 2005, under the name Sussex P C S Limited, to become manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. In January 2020, Sussex P C S Limited changed the company name to Fort Products Limited and since then operated an e-commerce platform, mainly through Amazon market place.

On March 9, 2023, Fort Products Limited was acquired by Jeffs’ Brand Ltd, a company incorporated in Israel and listed on the Nasdaq Capital Market under the symbol “JFBR”. Prior to the acquisition, Fort Products Limited’s sole market was UK, but since 2024, it started selling its products on other Amazon marketplaces, such as France, Germany, Italy, and other European countries, and we plan to move also to Amazon.com.

On February 6, 2025, the Company entered into the Share Purchase Agreement with Jeffs’ Brands Ltd. and Fort Products Limited, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Jeff’s Brand sold all of the issued and outstanding shares of Fort Products Limited to us. The Acquisition closed on July 7, 2025. In connection with the consummation of Acquisition, we changed our name from “Impact Acquisitions Corp.” to “Fort Technology Inc.”. Pursuant to the Share Purchase Agreement, among other things, Jeffs’ Brands sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, representing a post-closing equity interest in us of 75.02%. Upon the effectiveness of the listing of our common shares on Nasdaq, 1,571,429 common shares, representing contingent right shares pursuant to the Share Purchase Agreement will be issued to Jeffs’ Brands as the achievement of one of the milestones (see “Item 4B. Business Overview – Recent Developments – Impact Share Purchase Agreement” below for further information). In addition, 1,949,794 common shares (including 858,031 common shares issuable to Jeffs’ Brands) and warrants to purchase 1,949,794 common shares (including warrants to purchase 858,031 common shares issuable to Jeffs’ Brands) will be issued upon the automatic conversion of August 2025 Convertible Debentures immediately following the effectiveness of the listing of our common shares on Nasdaq (see “See “Item 5 — Operating and Financial Review and Prospects – Recent Transactions – August 2025 Private Placement” below for further information).

Our principal executive offices are located at 3292 Production Way, Suite 501 Burnaby, British Columbia V5A 4R4. Our telephone number is (604) 833-6820. Our website address is https://fortproducts.co.uk/. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this registration statement, and the reference to our website in this registration statement is an inactive textual reference only.

Puglisi & Associates is our agent in the United States and its address is 850 Library Avenue, Suite 204, Newark, Delaware 19711. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

For a description of our principal capital expenditures and divestitures, see Item 5. “Operating and Financial Review and Prospects.”

We are an e-commerce CPG company focused on the assembly and sale of pest control products via the Amazon Marketplace utilizing the FBA and the FBM models. As at the date of this registration statement, we sell our products in the U.K., Germany, France, Italy, and other European countries and we plan to sell our products in the U.S. in the future.

We utilize internal methodologies to analyze sales data and patterns on Amazon in order to identify existing stores, niches and products that have the potential for development and growth, as well as maximizing sales of its existing proprietary products. We also use our own skills, know-how and profound familiarity with Amazon’s algorithm and all the tools that the FBA platform has to offer. In some circumstances we scale the products and improve them.

We operate on a model that does not require specialized skills or technical expertise. By leveraging partnerships with third-party manufacturers, we focus on sourcing, branding, and distributing rodent and pest repellent products. This approach allows us to offer a range of products without the need for in-house manufacturing capabilities or specialized knowledge.

Pest control generally consists of assessing a customer’s property for conditions that invite pests, tackling current infestations, and stopping the life cycle to prevent future invaders. Termite protection programs include liquid treatments, wet and dry foam applications, termite baiting and wood treatments. Our service offerings include:

Our Store, Brands, and Products

As at the date of this registration statement, we sell our products via the Amazon Marketplace utilizing the FBA and FBM models in the U.K. and the FBA model Germany, France and other countries in Europe, and we plan to sell our products in the U.S. in the future.

We sell a variety of pest control products, including, among others: rat and mouse poison, rat traps, and tamper proof rodent bait boxes, including:

We have also partnered with digital developers to create an AI-based mobile application designed to identify pests and provide tailored treatment recommendations. The app, called Fort Pest ID, which launched on the Apple App Store in 2025 and is expected to launch on Google Play by the end of 2025, offers access to our products and is intended to strengthen our position as an innovator in both e-commerce and pest control solutions. Fort Pest ID allows users to scan or search or pests, access detailed information about each species and learn how to manage or eliminate them through access to our products. In addition, the app is useful for homeowners, gardeners and professionals as it also allows users to keep track of past pest encounters with a personal pest history and serves as both a pest detection and learning tool.

Our Customers

Our customers, including end customers from e-commerce platforms, such as Amazon, are primarily individual online consumers who purchase our products primarily on Amazon U.K. and Amazon EU marketplaces, which contributed to our increase in sales year over year.

In each of 2024 and 2023, approximately 98% to 93% of our revenue was through or with Amazon sales platform.

Our products experience seasonal sales fluctuations based on their specific use and market demand. Roshield, rodent control and repellents, sees peak sales from October to January, aligning with colder months when rodent activity increases. Entopest, insect control, has its highest sales from March to September, reflecting the warmer months when insects are most active. Rempro, mold control, peaks in sales from November to March, corresponding with higher humidity and damp conditions during the winter months. Lastly, Birdgo, bird netting control, experiences its peak sales from January to July, when bird activity and the need for deterrents are more prevalent. These seasonal trends help us strategically manage inventory and marketing efforts throughout the year.

Our business is not currently dependent on any contract including any contract to sell the majority of our products or services or to purchase the majority of our requirements for goods, services or raw materials, or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which our business depends.

Our Competitive Strengths

We believe that our competitive strengths include:

We believe that these strengths, as further described below, differentiate us from our competitors and provide us with numerous advantages:

Our finance team is led by Mr. Ronen Zalayet, our Chief Financial Officer. Mr. Zalayet has over 20 years of experience working in financial leadership positions in private and public companies, including in growing fintech and technology companies. Mr. Zalayet holds a B.A. in Economics and Accounting and an MBA from Tel Aviv University, Israel, and is a certified public accountant in Israel.

Industry Overview and Market Opportunity

According to a report public by Grand View Research in December 2024, the global pest control service market is projected to reach $34.3 billion by 2030, growing at CAGR of 6.3% from 2024 to 2030. According to this source the demand for pest control services is on the rise due to the ability to prevent the spread of pest-borne diseases, such as viral and bacterial illnesses, malaria and dengue caused by mosquito bites. Pest control also helps protect against property damage and ensures a safe and healthy living environment, contributing to overall public safety. The importance of pest control systems in safeguarding public health is validated by a report from the U.S. Center for Disease Control in November 2025 that each year approximately 48 million people get sick from a foodborne illness, 128,000 are hospitalized, and 3,000 die.

Moreover, the strict regulations regarding pest control, particularly in offices and other workplaces, hospitals, hotels, restaurants and industrial setups are fueling the market growth. The increasing demand for pest control activities in the agriculture sector is vital to prevent crop damage and yield loss. Additionally, the demand for pest control services in the food manufacturing sector is increasing and manufacturers are largely investing in pest control systems to ensure clean and hygienic manufacturing of food products.

The commercial segment dominated the market in 2023. Commercial spaces have more rigorous health and safety rules, necessitating regular pest control to keep the environment healthy and free from pests. Commercial places, such as hospitals and food services, have strict government regulations regarding maintaining hygiene and cleanliness, driving the market’s growth. Pest infestations in the commercial segment have severe consequences, and businesses are proactive about pest control. In industrial setups, pest control services are standard practices to avoid disruptions caused by pest outbreaks.

In addition, according to a Fortune Business Insights from December 2025, the expansion of the integrated pest management industry, the launch of new integrated pest management, or IPM, programs, which focus on prevention and long-term solutions rather than solely relying on chemicals and are increasing in popularity, and increasing government support to IPM are expected to positively influence this market.

The global retail e-commerce market is expected to continue growing. According to analysis published by Statista in April 2025, the global retail e-commerce market is estimated to reach $8.034 trillion in 2027. Revenues are expected to grow from 2023 to 2027 by 39%. According to this analysis, e-commerce continues to attract new consumers. Convenience is the key driver for shoppers around the world to order online, rather than visit a brick-and-mortar store. The global e-commerce growth forecast has two underlying developments. Most global markets are still in the process of increasing internet penetration and digitalization, meaning that the infrastructure required for e-commerce to flourish is still being built. At the same time, the most-developed e-commerce markets are currently profiting from the benefits of AI, which we are aiming to capitalize on through our AI-based mobile application. New technologies and automation are making the customer journey and order fulfillment process more efficient, turning online retail into a well-oiled machine.

According to an IMARC research report from 2025, the market is primarily driven by the rising internet penetration. Additionally, the adoption of smartphones and the Internet made it suitable for consumers to shop online, thus influencing the market growth. Moreover, mobile applications and user-friendly websites made the shopping experience seamless and accessible, allowing customers to browse, compare prices, and easily make purchases, thus representing another major growth-inducing factor. Also, the COVID-19 pandemic accelerated the shift toward online shopping, accelerating the sales demand

We believe that the combination of the growing pest control market and retail e-commerce market has created a huge opportunity for pest control companies that also broadly offers their products online, such as Fort, which has the capability to respond to the current demand and market trends.

Moreover, Amazon, which is the primary platform that our business is based on, continues to rise and grow. In 2024, Amazon’s global sales were $637.96 billion, an 11% increase year- over year. Amazon’s sales, however, are not necessarily indicative of our current or future sales, as Amazon sells vast and varied quantities of products on its platforms, whereas we sell only a limited quantity of products on Amazon and are not otherwise affiliated with Amazon. While our sales represent a small fraction of the sales on Amazon, we believe that Amazon provides us with a unique opportunity to grow our sales.

Strategy

Growth Strategy

The key elements of our growth strategy include:

Our growth, as described above is expected to be generated by the expansion of our current platforms to new territories, mainly USA and by leveraging our logistical capabilities, after the acquisition of the logistics company in New Jersey, which we believe will bolster our competitive advantage.

Intellectual Property

In the pesticide and rodent control business, identifiable intangible properties such as brand names, trademarks, and customer databases are essential our success. Our trademark provides legal protection for our brand, helping to build recognition and customer loyalty in a market where trust and reliability are key. Customer lists and subscription databases also play a vital role, enabling targeted marketing and fostering long-term relationships with clients. While we do not own patents or intellectual property relating to the formulation of our products, our focus on branding and customer engagement remains a critical factor in maintaining a competitive advantage, supporting both market growth and customer retention in the highly regulated pest control industry.

As of the date of this registration, we own eight trademarks: Roshield, Entopest, Rempro, Birdgo, ProPest, Topperama, Dr Grögel and Seaheaven.

Trademarks

Generally, trademarks are registered for a fixed period, as set forth in the applicable legal provisions, and may be renewed at the end of each period. Below is a table summarizing registered trademarks and/or applications filed by us for the registration of trademarks in its name:

UK trademarks:

The following registered trademarks are registered by Fort but are no longer used:

EU Trademarks:

Domain Names

Below is a summary of domain names held by us:

Competition

The pest control and e-commerce markets are a highly competitive environment. Our competitive landscape primarily consists pest control products and service providers.

Our competitors include Bayer AG (Germany), Corteva Agriscience (US), BASF SE (Germany), Sumitomo Chemical Co. Ltd. (Japan), Syngenta AG (Switzerland), Rentokil Initial plc (UK), Anticimex (Sweden), Rollins, Inc. (US), ATGC Biotech Pvt Ltd. (India), Ecolab Inc. (US), FMC Corporation (US), De Sangosse (France), Bell Laboratories (US), PelGar International (UK), Arrow Exterminators (US), Asante (Japan) and Sanix (Brazil).

Despite the seemingly harsh competitive landscape, we believe that our technology and experience enable us to successfully compete and achieve our financial goals.

We believe that our competitive advantages include:

Procurement Process, New Products, Third-Party Manufacturing and Logistics

We utilize a white-label strategy to source and distribute high-quality rodent and pest repellent products, partnering with third-party manufacturers in China, the U.K., and Italy.

During the year ended December 31, 2024, we sourced approximately 56%, 43% and 1% of our products from China, the U.K., and Italy, respectively, which reflect purchases of finished goods and not reflect changes in inventory balances. During the nine months ended September 30, 2025, we sourced approximately 44%, 56% and 0% of our products from China, the U.K., and Italy, respectively. Most products that are purchased from China can be also manufactured and purchased from manufacturers and suppliers in the U.K. These trusted manufacturers produce products according to our precise specifications, including formulation, packaging, and branding. The decrease in the proportion of purchases from China during 2025 reflects our inventory replenishment strategy. During the year ended December 31, 2023, all inventories were purchased from local suppliers in the U.K. During the year ended December 31, 2024, we started sourcing inventories from Chinese suppliers to build inventory levels to support growth while maintaining product availability. During nine months ended September 30, 2025, as inventory levels stabilized, we reduced overall purchasing volumes from certain countries, including from China, compared to year end December 31, 2024, and shifted a portion of replenishment to U.K. suppliers to shorten lead times.

By rebranding these products under our own label, we offer an efficient solution to bring effective pest control products to market without the need for direct investment in manufacturing or research and development. The diverse manufacturing capabilities across these regions allow us to provide both cost effective options from China and Europe, ensuring a competitive edge across global markets. We receive key components, including boxes, traps, and pesticides, which are then assembled in our U.K.- based warehouses. The boxes and traps are primarily sourced from suppliers in China or from local suppliers specific to each country of operation. The pesticide is sourced from local suppliers within the U.K.

We do not have formal manufacturing agreements with our suppliers. Instead, we source our products from third-party manufacturers based on predetermined price lists and purchase orders issued from time to time. These arrangements are non-exclusive, and the manufacturers are generally free to manufacture or supply similar products to other customers. Products sourced from these manufacturers are subject to our customary quality control and inspection procedures prior to shipment. We may discontinue sourcing from any manufacturer at any time without penalty, subject to any outstanding purchase orders. We have established working relationships with our suppliers and believe that our current sourcing arrangements provide adequate flexibility and stability for our supply needs.

We are developing new methods to streamline sales, such as our recently-launched AI-based mobile application to identify the correct type of pesticide required for a pest, and directing the customer to Fort’s website to purchase the pesticide. In addition, we are considering enabling payments for our products by cryptocurrencies such as bitcoin. These methods are still under development and have not been deployed as at the date of this registration statement.

As of the date of this registration statement, we have two warehouses in the United Kingdom, which streamline distribution and improve order fulfillment efficiency within key European markets for our products that we sell using the FBM model. In addition, the FBA model allows us to store our products in Amazon’s warehouses, where they handle picking, packing, shipping, and customer service. To ensure smooth operations and avoid stockouts, we maintain sufficient inventory levels at Amazon’s fulfillment centers.

Marketing, Distribution Methods and Sales

We believe our marketing expenses are lower and more efficient than our competitors since we are only engaged with well established brands that are already familiar to many of our customers and potential customers on Amazon. In addition, we expect to hire managers to handle our digital marketing and advertising efforts.

With respect to distribution, we see logistics as a main and important consideration and we prioritize creating an effective and efficient distribution channel. Every product opportunity that we encounter will be handled with strong and efficient logistical tools and no opportunity will be left out due to lack of logistical capabilities or low profitability. Furthermore, we plan to own warehouses in the future in lieu of relying on Amazon or other third-party warehouses, which would improve our distribution channel.

Our sales phase, as further described above, is the third phase after a deep analysis is conducted by our software, identification and procurement process. Using the most advanced software, provides us with all the data needed to launch and to operate our Amazon brands in the highest levels. We believe that this knowledge will bring significant competitive advantages for our products. Our spending and approach on advertising is aimed to be as low as possible given the resources we spent prior to the actual sale on selecting the different products depending on the life cycle of products on our platform.

We also use promotions to drive sales. From time to time, mainly when launching a new product, the Company uses promotional pricing and marketing programs, including limited-duration seasonal promotions conducted through third-party e-commerce platforms such as Amazon, to increase product visibility, stimulate customer demand and manage inventory levels. These promotions may include PPC (Pay-Per-Click), temporary price reductions, participation in platform-sponsored promotional events, and targeted marketing campaigns.

The Company evaluates the use of promotional pricing on a periodic basis and seeks to balance the benefits of increased sales volume and market penetration against the potential impact on profitability. There can be no assurance that these promotional activities will result in sustained increases in demand, improved long-term customer retention or overall profitability.

Government Regulation and Product Approval

We do not anticipate any significant problems in obtaining future required licenses, permits or approvals that are necessary to expand our business.

Certain of our products are subject to comprehensive regulation regulatory agencies that relates to, among other things, product approvals, product registrations, manufacturing, import, export, distribution, marketing and promotion, labeling, recordkeeping, testing, quality, storage, product disposal and environmental compliance for the pest control industry. In addition, we are subject to additional laws relating to the processing of payments, consumer protection, the privacy of consumer information and other laws regarding unfair and deceptive trade practices. 

The Company does not intend to seek regulatory approval for its poison-containing products directly. Instead, the Company’s business model is to work with local suppliers or manufacturers that already hold the required regulatory approvals for products that require such approvals, primarily poison products. In jurisdictions where applicable regulations classify certain products as poisons or otherwise subject to regulatory oversight, the Company expects that any required approvals, registrations, licenses, or permits will be obtained and maintained by its local suppliers or manufacturers rather than by the Company itself. Under this model, the Company expects that its suppliers or manufacturers will be responsible for compliance with applicable regulatory requirements relating to the manufacture, formulation, labeling, registration, and permitted uses of such products in the relevant jurisdictions. Regulatory requirements applicable to such products may vary by jurisdiction and may change over time, and the Company’s ability to market or distribute its products may depend, in part, on the continued compliance of its suppliers or manufacturers with applicable laws and regulations.

As necessary, our carriers impose additional restrictions on dangerous products. Our carriers require compliance with international air regulations, such as the International Air Transport Association (IATA) Dangerous Goods Regulations.

As required by applicable law, we list and register our products with the appropriate governmental authorities and obtain necessary authorizations and approvals therefrom. We require that our foreign and domestic facilities engaged in manufacturing, processing, packing, or warehousing submit additional registration information, such as good manufacturing practice (GMP) and other related quality management requirements. We request certificates and clearances as proof of compliance with the existing laws and regulations. We also declare, certify and conduct testing in reputable or accredited testing laboratories. For some products, we set out written warranties in compliance with the mandatory requirements of the Magnuson-Moss Warranty Act.

Some chemicals pose perceived or real risks to the environment and human health. We require our products that contain chemicals regulated by the EPA to comply with certification reporting and other requirements of imposed by the EPA. Products with emission standards for formaldehyde from wood products are compliant with EPA and California Air Resources Board (CARB).

Moreover, on March 2021, we received an update from Amazon regarding a new EPA regulation. Following the new EPA regulation, Amazon categorized one of our products as a pesticide product. Amazon requires that pesticide products be filed with evidence of an EPA registration number and/or EPA establishment number or certification that the product is exempt from EPA regulation, otherwise the existing listing (of the product) may be subject to removal. The revenue from the sale of these products is immaterial to the Company and the Company does not currently expect to continue to sell such products on Amazon unless they can be sold absent these restrictions and will instead look to sell such products outside of Amazon.

We do not estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future.

Although we have not suffered any material restriction from doing business in the past due to government regulation, legal issues with potential implications may arise in the future as we expand our business.

From time to time, we dispose of obsolete inventory, which is disposed of or destroyed in compliance with applicable laws and regulations, such as extended producer responsibility (EPR) or product stewardship legislation.

Regulations Relating to Environmental Protection

Compliance with local environmental regulations is crucial in the pest control industry, as products must meet specific standards to ensure safety and minimize ecological impact. While the capital or competitive impact of these regulations is typically minimal, the rejection of a product in a new jurisdiction or changes in environmental regulations within existing markets could significantly affect growth and competitive positioning. Strict regulations or delays in product approval could hinder market expansion, while regulatory changes may require costly product modifications or adaptations, impacting profitability and time-to-market. Therefore, staying informed and compliant with evolving environmental standards is essential for Fort to maintain its competitiveness and ensure sustainable growth.

Europe

The pest control products sold by us are subject to local environmental regulations, mainly with respect to pest control products containing poisons which require licenses in each individual country of sale. As such, we sell our products using local licensed poison suppliers in each country. If we are unable to engage a licensed supplier of the active ingredient in our pest control products in a country in which it wishes to sell its poison products, we will not be able to sell its pest control products there.

Registration, Evaluation and Authorization of Chemicals

The European Union has enacted a regulatory framework for the Registration, Evaluation and Authorization of Chemicals, or REACH, which aims to manage chemical safety risks. REACH established a European Chemicals Agency in Helsinki, Finland, which is responsible for evaluating data to determine hazards and risks and to manage this program for authorizing chemicals for sale and distribution in Europe. We met all REACH registration requirements. To help manage this program, we have been simplifying our product lines and working with chemical suppliers to comply with registration requirements.

Biocidal Products Regulation

The European Union’s Biocidal Products Regulation (EU) No 528/2012, or EU BPR, requires that biocidal product to be authorized by the European Chemicals Agency before it can be marketed or used in the European Union.

United Kingdom

In the United Kingdom, biocidal products are regulated under the U.K.’s Biocidal Products Regulation, or UK BPR, managed by the Health and Safety Executive (HSE), and such products be authorized before they can be marketed or used in the United Kingdom. All active substances and biocidal products must be separately approved or authorized under the UK BPR. Labels must comply with U.K. classification, labelling and packaging of chemicals regulations and be in English, and companies must follow distinct procedures for marketing in Great Britain versus Northern Ireland, which still follows the EU BPR.

France

In France, biocidal products must be authorized under the EU BPR and notified or approved by ANSES (the French regulatory authority) before being placed on the market. Product labels and safety data sheets must be in French and include country-specific warnings or use instructions. Some products may be restricted to professional use only, and France often imposes stricter environmental and public health requirements than the EU baseline.

Germany

In Germany, biocidal products are regulated under the EU BPR and must also be notified to the Federal Institute for Occupational Safety and Health (BAuA) before being marketed in Germany. Labels and safety data sheets must be in German, and additional environmental risk assessments may be required by the Federal Environment Agency (UBA), especially for products like rodenticides. Local state authorities oversee enforcement, including market surveillance and inspections.

China

China has adopted extensive environmental laws and regulations with national and local standards for emissions control, discharge of wastewater and storage and transportation, treatment and disposal of waste materials. At the national level, the relevant environmental protection laws and regulations include the Chinese Environmental Protection Law, the Chinese Law on the Prevention and Control of Air Pollution, the Chinese Law on the Prevention and Control of Water Pollution, the Chinese Law on the Promotion of Clean Production, the Chinese Law on the Prevention and Control of Noise Pollution, the Chinese Law on the Prevention and Control of Solid Waste Pollution, the Chinese Recycling Economy Promotion Law, the Chinese Law on Environmental Impact Assessment, the Administrative Regulations on the Levy and Use of Discharge Fees and the Measures for the Administration of the Charging Rates for Pollutant Discharge Fees. In recent years, the Chinese Government has introduced a series of new policies designed to generally promote the protection of the environment. For instance, on November 10, 2016, the General Office of the State Council has released the Implementing Plan for the Permit System for Controlling the Discharge of Pollutants, or the Plan. The Plan proposes the need of instituting a system for enterprises and public institutions to control their respective total amount of pollutants discharged, which shall be connected with the environmental impact assessment system organically. The Plan also stipulates that it is necessary to regulate the orderly issuance of pollutant discharge permits, to make a name list to manage the permission of pollutant discharge, to promote the administration of such permission system per industry and to impose severer administration and control over enterprises and public institutions located at such places where environment quality fails to reach relevant standards. Furthermore, the Plan requires that a national pollutant discharge permit management information platform shall be established by 2017 to strengthen the information disclosure and social supervision.

United States

Pest control products that contain poisonous or otherwise regulated active ingredients are subject to extensive governmental regulation in the United States. In particular, the U.S. Environmental Protection Agency (the “EPA”) regulates the registration, labeling, advertising, promotion, distribution and sale of pest control products under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and related federal and state laws.

Under this regulatory framework, pest control products may generally be marketed or promoted only for uses that have been approved by the EPA and that are consistent with the product’s approved labeling. Advertising and promotional activities relating to such products are subject to strict regulatory standards and may be reviewed by the EPA, applicable state regulatory agencies, and other governmental authorities. Promotion of pest control products for unapproved or off-label uses may give rise to enforcement actions, inquiries or investigations, and may result in civil, criminal and/or administrative penalties under applicable law.

In addition, federal and state environmental laws and regulations impose requirements relating to product registration, labeling, reporting, recordkeeping and distribution of pest control products. These requirements may vary by jurisdiction and are subject to change. Compliance with applicable regulatory requirements may involve administrative processes and may increase costs or result in delays in the commercialization or distribution of pest control products. Governmental authorities may seek injunctive relief or other remedies to enforce compliance with applicable environmental and pesticide-related laws and regulations.

Regulations Relating to Data Privacy and Security

Regulations, legislation or self-regulation relating to privacy, data collection and protection, e-commerce and internet advertising (including, behavioral advertising) and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance. Our ability to either collect or use data could be restricted by new laws or regulations.

Our business is conducted through the internet and therefore, among other things, we are subject to the laws and regulations that apply to e-commerce and online businesses around the world. These laws and regulations are becoming more prevalent in the United States, Europe, Israel and elsewhere and may impede the growth our services. These regulations and laws may cover privacy, data collection and protection, location of data storage and processing, cybersecurity, e-commerce, content, use of “cookies”, pricing, advertising, marketing, distribution of products, consumer protection, taxation and online payment services.

For example, we collect, use, maintain and otherwise process certain data about consumers of our products, partners, candidates and employees, consultants, and leads. Our ability to collect, use, maintain or otherwise process personal data has been, and could be further, restricted by existing and new laws and regulations relating to privacy and data collection and protection. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

If we were found in violation of any applicable laws or regulations relating to privacy, data protection, or security, in any jurisdiction, including in jurisdictions where we operate remotely (such as by selling to shoppers residing in such jurisdictions), our business may be materially and adversely affected and we would be liable for any damages and regulatory fines and would likely have to change our business practices. In addition, these laws and regulations could impose significant costs on us and could constrain our ability to use and process data in manners that may be commercially desirable.

While it is generally the laws of the jurisdiction in which a business is located that apply, there is a risk that data protection regulators of other countries may seek jurisdiction over our remotely activities in locations in which we process data or serve shoppers but do not have an operating entity. Where the local data protection and privacy laws of a jurisdiction apply, we may be required to register our operations in that jurisdiction or make changes to our business so that shopper data is only collected and processed in accordance with applicable local law. In addition, because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their privacy and data protection laws, including jurisdictions where we have no local entity, employees or infrastructure. In such cases, we may require additional legal review and resources to ensure compliance with any applicable privacy or data protection laws and regulations. In addition, in many jurisdictions there may in the future be new legislation that may affect our business and require additional legal review.

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, in the European Economic Area, or the EEA, we are subject to the GDPR, which imposes stringent operational requirements regarding, among others, data use, sharing and processing, data breach notifications, data subject rights, documentation, and cross-border data transfers for EEA entities as well as non-EEA entities that offer goods or services to, or monitor, individuals in the EEA. Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for especially severe violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).

In addition to the GDPR, we are subject to the United Kingdom’s Data Protection Act of 2018, or the U.K. GDPR, that imposes obligations and penalties similar to the GDPR including fines up to the greater of £17.5 million or 4% of global turnover. EEA and U.K. privacy laws are constantly developing, including through case law and regulatory guidance, which increases our compliance costs and regulatory exposure.

In the EEA and the U.K. under national laws, derived from the Directive 2002/58 on Privacy and Electronic Communications, or the ePrivacy Directive, informed and freely given consent is required for the placement of cookies and similar technologies on shoppers’ devices, website users and imposes restrictions on electronic marketing, subject to some exemptions. The GDPR and U.K. regime also impose conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents. Recent European court and regulatory decisions are driving increased attention to cookies and tracking technologies, which could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.

Additionally, we are or may soon be subject to the CCPA, as amended by the California Privacy Rights Act, which came into effect on January 1, 2020 and, imposes heightened transparency obligations, adds restrictions on the “sale” or “share” of personal information (which it defines broadly), and creates new data privacy rights for California residents and carries significant enforcement penalties for non-compliance. The California Attorney General enforces the CCPA and can seek an injunction and civil penalties up to $7,500 per intentional violation and $2,500 per other violation. The CCPA also provides California consumers a private right of action for certain data breaches where they can recover up to $750 per incident, per consumer or actual damages, whichever is greater, and which is expected to increase data breach litigation. The CCPA may require us to modify our data practices and policies and to incur substantial costs and expenses in order to comply. Additional U.S. states have implemented, or are in the process of implementing, similar new laws or regulation (for example, the VCDPA that went into effect on January 1, 2023; the CPA, which went into effect on July 1, 2023; the CDPA, which went into effect on July 1, 2023; the UCPA, which went into effect on December 31, 2023; and most recently the DPDPA; the ICDPA; the NCDPA; and the NHPA, all of which came into effect on January 1, 2025, as well as the NJDPA which came into effect on January 15, 2025. Over the course of 2025 similar laws imposing new privacy rights and obligations will come into effect, including the Tennessee Information Protection Act on July 1, 2025; the Minnesota Consumer Data Privacy Act on July 31, 2025; and the Maryland Online Data Privacy Act on October. 1, 2025. Further, laws in all 50 states require companies to provide notice to consumers whose personal information has been disclosed or subject to unauthorized access as a result of a data breach. More generally, some observers have noted the trend toward more stringent privacy legislation and judicial action in the US, including similar laws and decisions in other U.S. states and a potential federal privacy law, all of which could increase our potential liability and adversely affect our business.

In addition, we are also subject to the Israeli Privacy Protection Law, 1981, or the Israeli Privacy Law, and its regulations, including but not limited to the Israeli Privacy Protection Regulations (Data Security) 2017, or the Data Security Regulations, that impose obligations with respect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured, as well as the guidelines of the Israeli Privacy Protection Authority. In addition, in 2023, the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 were enacted and consequently provide, in certain cases, additional rights to data subjects from the EEA and Israel. In this respect, the Israeli Privacy Law and its Regulations including the Data Security Regulations may require us to adjust our data protection and data security practices, information security measures, certain organizational procedures, applicable positions (such as an information security manager) and other technical and organizational security measures. Failure to comply with the Israeli Privacy Law, its regulations and guidelines issued by the Privacy Protection Authority, may expose us to enforcement actions, administrative fines and penalties, litigation (including class actions) and in certain cases criminal liability.

Furthermore, on August 5, 2024, the Israeli parliament approved Amendment 13 to the Israeli Privacy Protection Law 1981, which will come into effect on August 14, 2025, or the Amendment. This Amendment enhances data security requirements, expands enforcement powers for the Privacy Protection Authority, introduces guidance for data transfers and imposes additional obligations on organizations handling personal data. The consequences of implementing the requirements under the Amendment could lead to substantial costs, require significant system changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. In addition, to the extent that any administrative supervision procedure is initiated by the Israeli Privacy Protection Authority that reveals certain irregularities with respect to our compliance with the Israeli Privacy Law, in addition to our exposure to administrative fines, civil claims (including class actions) and in certain cases criminal liability, we may also need to take certain remedial actions to rectify such irregularities, which may increase our costs.

We rely on information technology systems to operate and manage our business and to process, maintain, and safeguard information, including information related to our users, clients, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers. These systems, whether operated internally or externally, may be subject to breaches, failures, or disruptions as a result of, among other things, cyber-attacks, computer viruses, physical security breaches, natural disasters, accidents, power disruptions, telecommunications failures, new system implementations, or acts of terrorism or war. In the current environment, there are numerous and evolving risks to cybersecurity, data and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological errors. High-profile security breaches at other companies and in government agencies have increased in frequency and sophistication in recent years. Moreover, geopolitical tensions, particularly the Hamas-Israel and the Russia-Ukraine conflicts, have contributed to a surge in cyber-attacks targeting Israeli companies and products globally, posing a threat to critical infrastructure.

Any failure or perceived failure by our subsidiaries or by us to comply with our posted privacy policies, cookies policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our e-commerce platforms and websites. Further, public scrutiny of, or complaints about, technology and e-commerce platform companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology and e-commerce platform companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

In Europe, the EU AI Act entered into force on February 2, 2025, with different provisions becoming gradually applicable on different dates. The EU AI Act applies to companies that develop, use and/or provide AI in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy and general-purpose AI models. Furthermore, it includes fines of the higher of €35,000,000 or up to 7 percent of a company’s total worldwide annual turnover for non-compliance with prohibited AI practices, or the higher of €7,500,000 or up to 1 percent of a company’s total worldwide annual turnover for the supply of incorrect, incomplete, or misleading information to notified bodies and national competent authorities in certain contexts. In addition, on September 28, 2022, the European Commission proposed two Directives seeking to establish a harmonized civil liability regime for AI in the EU, in order to facilitate civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the EU’s existing strict liability regime. The cost of complying with such laws or regulations could be significant and could increase our operating expenses, require technical changes, development and implementations, which could adversely affect our business, financial condition and results of operations.

Recent Developments

Fort Technology Inc. Share Purchase Agreement

On February 6, 2025, the Company entered into the Share Purchase Agreement with Jeffs’ Brands Ltd., a company incorporated under the laws of the State of Israel, and Fort Products Limited, a wholly-owned U.K.-based subsidiary of Jeffs’ Brands, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Jeffs’ Brands sold all of the issued and outstanding shares of Fort UK to us. The Acquisition closed on July 7, 2025. In connection with the consummation of Acquisition, we changed our name from “Impact Acquisitions Corp.” to “Fort Technology Inc.”. Pursuant to the Share Purchase Agreement, among other things, Jeffs’ Brands sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, or the Contingent Right Shares, each at a deemed price per share of CAD 1.198722, representing a post-closing equity interest in us of 75.02%. The Acquisition was based on a total value of us of approximately CAD 4.8 million (approximately $3.4 million) (considering its cash position of at least CAD 700,000 (approximately $486,330), after transaction costs) and a total valuation ascribed to Fort of approximately CAD 17.1 million (approximately $12 million). 

Pursuant to the Share Purchase Agreement, upon the achievement of certain milestones, the Contingent Right Shares will be issued to Jeffs’ Brands as follows: (i) 1,571,429 common shares of the Company will be issued upon the completion of a transaction resulting in the listing of the Company’s securities on the New York Stock Exchange or the Nasdaq Stock Market LLC, or another transaction resulting in the issuance of shares listed on a U.S. national securities exchange, to shareholders of the Company in exchange for their common shares of the Company, if such transaction is completed within 24 months from the date of closing of the transaction pursuant to the Share Purchase Agreement; (ii) 1,571,429 common shares of the Company will be issued upon the successful capital raising by the Company, within 48 months of the closing date of the transaction pursuant to the Share Purchase Agreement in equity and/or debt financing, an aggregate of $8 million or more; and (iii) 1,571,429 common shares of the Company will be issued upon the Company reaching annual revenues of a minimum of $15 million by December 31, 2028, as reflected in the Company’s audited financial statements for such periods.

Our organizational chart upon the effectiveness of the listing of our common shares on Nasdaq will be as follows: update to 70.94%

Pursuant to the Share Purchase Agreement, among other things, Jeffs’ Brands sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones. Upon the effectiveness of the listing of our common shares on Nasdaq, Jeff’s Brands will hold 70.94% of our issued and outstanding share capital.

Our registered offices are located at 3292 Production Way, Suite 501 Burnaby, British Columbia V5A 4R4, and our principal executive offices are located at 7, Mezada Street, Bnei Brak, Israel, where we lease office space, having a total area of approximately 257 square meters, or 2,766 square feet. Our current lease, which we entered into in September 2022 expires on September 30, 2027, following our exercise of an option to renew the lease for additional 2 years. Our monthly rent payment as of December 31, 2024, was approximately NIS 19,700 (approximately $6,350).

We consider our current office space sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.

We also lease two warehouse facilities in the U.K. The first warehouse is approximately 4,667 square feet. The original lease agreement expired on February 23, 2025, but we continue to occupy the premises by mutual agreement with the leasers, until a new negotiated agreement is signed. The annual rent as of December 31, 2024 was £29,946 (approximately $40,507). On January 28, 2026, we signed a new lease agreement, the annual rent as of January 28, 2026 is £44,000 (approximately $59,500). The second warehouse is approximately 10,638 square feet, which Fort leases under a lease agreement effective as July 1, 2024, for a fixed five-year term with no early termination option. The annual rent as of December 31, 2024 was £52,000 (approximately $70,400).

We believe that all of our facilities are adequate for our current operations and provide sufficient capacity to support our anticipated growth in the foreseeable future.

We have contracts with third party warehouses in one location in the United Kingdom, one location in Italy. These facilities are used for storage of the products prior to the shipment of our products to Amazon’s warehouses.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion in conjunction with our audited consolidated financial statements including the related notes thereto, beginning on page F-1 of this registration statement. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties. You should read the sections of this registration statement titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the factors that could cause our actual results to differ materially from our expectations.

Overview

We are an e-commerce CPG company focused on the assembly and sale of pest control products via the Amazon Marketplace utilizing the FBA and the FBM models. As at the date of this registration statement, we sell our products in the U.K., France, Germany, and other countries in Europe and we plan to sell our products in the U.S. in the future.

We utilize internal methodologies to analyze sales data and patterns on Amazon in order to identify existing stores, niches and products that have the potential for development and growth, as well as maximizing sales of its existing proprietary products. We also use our own skills, know-how and profound familiarity with Amazon’s algorithm and all the tools that the FBA platform has to offer. In some circumstances we scale the products and improve them.

The Company, being Fort Technology Inc. (then known as Impact Acquisitions Corp.), was incorporated pursuant to the provisions of the BCBCA on December 5, 2019. The Company was a Capital Pool Company within the meaning of the policies of the TSX Venture Exchange. A Capital Pool Company is a company with no assets other than cash and no commercial operations. A Capital Pool Company uses its funds to seek out an investment opportunity. Following the Company’s acquisition of Fort Products Limited in July 2025, which was a qualifying transaction under the policies of the TSX Venture Exchange, the Company ceased being a Capital Pool Company. The Company’s common shares are listed on the TSXV under the symbol “FORT.V” and commenced trading after its qualifying transaction with Fort Products Limited on July 10, 2025. 

The Company’s wholly-owned subsidiary, Fort Products Limited, was incorporated under the laws of England and Wales on November 25, 2005, under the name Sussex P C S Limited, to become manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. In January 2020, Sussex P C S Limited changed the company name to Fort Products Limited and since then operated an e-commerce platform, mainly through Amazon market place.

On March 9, 2023, Fort Products Limited was acquired by Jeffs’ Brand Ltd, a company incorporated in Israel and listed on the Nasdaq Capital Market under the symbol “JFBR”. Prior to the acquisition, Fort Products Limited’s sole market was UK, but since 2024, it started selling its products on other Amazon marketplaces, such as France, Germany, Italy, and other European countries, and we plan to move also to Amazon.com.

Recent Transactions

Fort Technology Inc. Share Purchase Agreement

On February 6, 2025, the Company entered into the Share Purchase Agreement with Jeffs’ Brands Ltd. and Fort Products Limited, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Jeffs’ Brands sold all of the issued and outstanding shares of Fort Products Limited to us. The Acquisition closed on July 7, 2025. In connection with the consummation of Acquisition, we changed its name from “Impact Acquisitions Corp.” to “Fort Technology Inc.”. Pursuant to the Share Purchase Agreement, among other things, Jeffs’ Brands sold to us, all of the issued and outstanding common shares of Fort UK, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, representing a post-closing equity interest in us of 75.02%. Upon the effectiveness of the listing of our common shares on Nasdaq. 1,571,429 common shares, representing contingent right shares pursuant to the Share Purchase Agreement will be issued to Jeffs’ Brands as the achievement of one of the milestones. See “Item 4B. Business Overview – Recent Developments – Impact Share Purchase Agreement” above for further information. 

August 2025 Private Placement

On August 21, 2025, the Company closed a non-brokered private placement (the “August 2025 Private Placement”) of convertible debentures (the “August 2025 Convertible Debentures”) at a price of $1,452 per August 2025 Convertible Debenture for gross proceeds of $3,630,513. The August 2025 Convertible Debentures will mature on August 21, 2027, and bear interest at 10% per annum, payable quarterly with the first payment being for the period from August 21, 2025 to September 30, 2025. At the option of the holder, the principal amount of the August 2025 Convertible Debentures is convertible into units (each a, “August 2025 Unit”), at any time from August 21, 2025 until August 21, 2027 at a price equal to $1.862 per August 2025 Unit (the “August 2025 Conversion Price”). Each August 2025 Unit is comprised of one common share and one common share purchase warrant of the Company (the “August 2025 Warrants”). Each August 2025 Warrant will entitle the holder thereof to acquire one additional common share at an exercise price of $1.862 per common share until August 21, 2030. 

On December 31, 2025, we received irrevocable conversion notices from the holders of our August 2025 Convertible Debentures pursuant to which, immediately following the effectiveness of the listing of our common shares on Nasdaq, an aggregate principal amount of US $3,630,513 of the August 2025 Convertible Debentures then outstanding will be automatically converted into 1,949,794 August 2025 Units at the August 2025 Conversion Price. 

The August 2025 Convertible Debentures, and the securities issuable upon conversion of the August 2025 Convertible Debentures, were subject to a holding period until December 22, 2025, in compliance with applicable Canadian securities laws and the rules of the TSXV. The net proceeds from the August 2025 Private Placement were used for general working capital requirements and a loan investment. For additional information, see “EEH Loan” below.

The Company engaged two finders (the “Finders”) in connection with the August 2025 Private Placement. In consideration for the services provided by the Finders, the Company paid to the Finders an aggregate of $155,074 and issued to the Finders 128,861 common share at a price of $1.862 per common share. Jeffs’ Brands acquired an aggregate of 1,100 August 2025 Convertible Debentures for gross proceeds of $1,597,653, representing approximately 858,031 common shares on conversion of the August 2025 Convertible Debentures. Mr. Asaf Itzhaik, a director of the Company, acquired an aggregate of 65 Convertible Debentures for gross proceeds of $94,437, representing approximately 50,718 common shares on conversion of the August 2025 Convertible Debentures.

EEH Loan

On August 8, 2025, the Company entered into a loan agreement with EEH Ventures Limited (“EEH”), which was amended on January 13, 2026 (as amended, the “Loan Agreement”), for a loan of £2,000,000 (the “Loan”). The Loan accrues interest at a rate of 7.5% per annum, calculated on a simple interest basis. EEH is required to repay the Loan, including all interest payable, within three years from the date of the Loan Agreement. The Company will have the right, but not the obligation, to convert the outstanding principal amount and all interest accrued on the Loan into 100% of the share capital of Wigan Topco Limited (“Wigan”) owned by EEH, which constitutes 35.8% of the outstanding share capital of Wigan. The Loan was initially convertible into shares of EEH and the January 2026 amendment modified the conversion feature such that the Loan is now convertible into shares of Wigan, which we believe is an attractive commercial opportunity, better aligned with our strategic objectives and is intended to enhance the potential economic value and strategic flexibility of our investment via the extension of the Loan. Pursuant to the Loan Agreement, Oxford Road Investments Limited (“Oxford”), an arm’s length third party company incorporated under the laws of England and Wales operating a business as an owner of an office building in London, United Kingdom and a subsidiary of EEH, granted the Company a charge over any and all funds, receivables, or other monetary recoveries received by Oxford from the sale, refinancing, or other disposition of its assets or undertakings, remaining after (i) full and final repayment of all amounts (including principal, interest, fees, and costs) owed to a senior lender of Oxford and (ii) payment of any other amounts required by law to have priority over our security. The Company and Oxford entered into a guaranty letter dated August 15, 2025.

Comparison of the Results for the Nine Months Ended September 30, 2025 and 2024

Results of Operations 

Revenues

Our revenues consist of revenue derived from sales mainly on Amazon. The following table discloses the breakdown of our revenues, cost of sales and gross profit for the periods set forth below:

Our revenues for the nine months ended September 30, 2025, were $8,050 thousand compared to $6,444 thousand for the nine months ended September 30, 2024, an increase of $1,606 thousand, or 25%. The increase is mainly attributable to the significant growth in sales volume of our Roshield and Entopest product lines. Specifically, Roshield revenues increased by approximately $1,603 thousand, driven by the aggressive approach taken by our management to focus on sales of our Roshield product line on the Amazon platform and the continued expansion into the European market. Revenues from our Entopest product line also contributed to the growth, increasing by $267 thousand. These increases were partially offset by a combined decrease in revenues of $263 thousand in BirdGo and Rempro revenues. In parallel to the growth of sales, average selling price per unit was reduced by approximately 8%, which is attributable to ordinary-course commercial factors, including, but not limited to, changes in product mix resulting from higher sales volumes of lower-priced items in our pest control product line, competitive pricing adjustments made in response to competitor’s pricing on the Amazon marketplace, targeted price reductions on certain products that we developed a lower cost alternative and promotion of new products or new markets (Europe).

Cost of revenues

Our cost of revenues consists of the purchase of finished goods, freight, cost of commissions to Amazon and change in inventory.

The following table discloses the breakdown of the cost of revenues for the periods set forth below:

Freight and storage expenses for the nine months ended September 30, 2025, amounted to $415 thousand, compared to $270 thousand for the nine months ended September 30, 2024, an increase of $145 or 54%. The increase is mainly due to increase in freight costs due to shipping of goods that we sourced in China, which was stored in warehouses in China, in 2024 and 2025 to the U.K. rather than purchase of finished goods only from local suppliers in the U.K.

Sales fulfillment commissions for the nine months ended September 30, 2025, amounted to $3,796 thousand, compared to $2,847 thousand for the nine months ended September 30, 2024, an increase of $949 thousand or 33%. The increase is mainly attributable to the increase in sales and the fees related to those revenues as well as increase in revenues attributed to Europe where Amazon fees in mainland Europe are higher than in United Kingdom. 

Purchases of finished goods and changes in inventory for the nine months ended September 30, 2025, amounted to $2,694 thousand, compared to $1,862 thousand for the nine months ended September 30, 2024, an increase of $832 or 45%. While we changed the countries from which we source our products in 2025 compared to 2024 as part of our inventory replenishment strategy, as further described above, the purchases and changes in inventory in relation to revenues was 33% for the nine months ended September 30, 2025 compared to 29% for the nine months ended September 30, 2024, which was derived from a reduction in average selling price per unit and changes in product mix.

Wages, salaries and related expenses for the nine months ended September 30, 2025, amounted to $356 thousand, compared to $143 thousand for the nine months ended September 30, 2024, an increase of $213 thousand or 149%. The increase is due to the change in the transfer pricing allocation method resulting from the new transfer pricing study conducted in 2025, which became effective from the beginning of the year, increased the salary expenses allocated to cost of revenues.

Gross Profit

Our gross profit for the nine months ended September 30, 2025, was $710 thousand, compared to gross profit of $1,256 thousand for the nine months ended September 30, 2024, a decrease of $545 thousand, or 43%. The decrease was primarily driven by higher cost of revenues, which increased at higher rate than revenues, reflecting higher finish goods costs, changes in product mix, increased logistics and storage expenses and changes in transfer pricing allocation method. In addition to the increase in cost of revenues, average selling price per unit was reduced.

Operating Expenses

Our current operating expenses consist of three components — marketing and sales expenses general and administrative expenses and other expenses.

Sales and marketing Expenses

Our sales and marketing expenses consist primarily of Amazon marketing fees, consultants and other sales and marketing expenses.

The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:

Sales and marketing expenses for the nine months ended September 30, 2025, amounted to $809 thousand, compared to $435 thousand for the nine months ended September 30, 2024, an increase of $374 thousand, or 86%. The increase is mainly attributable to an increase in advertising expenses on marketplace, which derives from the management approach to support growth of sales mainly when launching new products or in new territories, and the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025, as described above.

General and Administrative Expenses

Our general and administrative expenses consist primarily of professional service, facilities, depreciation and amortization and other general and administrative expenses.

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

General and administrative expenses for the nine months ended September 30, 2025, amounted to $632 thousand, compared to $168 thousand for the nine months ended September 30, 2024, an increase of $463 thousand, or 276%. The increase is mainly attributable to higher audit and legal fees, increased compliance and reporting requirements, directors’ and officers’ insurance, and additional professional and corporate governance services. In addition, the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025, as described above. 

Operating Profit

Our operating loss for the nine months ended September 30, 2025, was $731 thousand, compared to an operating profit of $537 thousand for the nine months ended September 30, 2024, a decrease of $1,268 thousand, or 236%. The decrease in 2025 was due to factors mentioned above. 

Listing expenses

Our listing expenses for the nine months ended September 30, 2025, were $3,784 thousand. These expenses primarily reflect the impact of the reverse recapitalization between Fort Technology Inc. and Fort Products Limited. The expenses relate to the reverse recapitalization with a capital pool company (CPC) and were recognized in accordance with IFRS. As a result, the Company recognized these expenses directly in the statements of profit or loss, consistent with the treatment of consideration paid for obtaining a stock exchange listing rather than for acquiring identifiable assets or businesses.

Financial expenses

Financial expenses consist of foreign currency exchange differences, mainly between USD, GBP and CAD, interest, discount amortization and bank fees. 

Our financial income, net, was $105 thousand for the nine months ended September 30, 2025, compared to net financial income, net, of $44 thousand for the nine months ended September 30, 2024, an increase of $61 thousand, or 139%. The increase was primarily attributable to interest expenses and amortization of discount expenses in related to convertible debenture issued in August 2025 offset by interest income on convertible loan investment issued in August 2025. 

Net profit

Our net loss for the nine months ended September 30, 2025, was $4,626 thousand, compared to net profit of $400 thousand for the nine months ended September 30, 2024, a decrease of $5,026 thousand, or 1,256%. The decrease in 2025 was due to the completion of the reverse recapitalization causing a listing expenses of 3,784 and related expenses for acting as a public company in addition to a decrease in gross profit.

Comparison of the Results for the Year Ended December 31, 2024 and 2023

Results of Operations 

Revenues

Our revenues consist of revenue derived from sales mainly on Amazon. The following table discloses the breakdown of our revenues, cost of sales and gross profit for the periods set forth below:

Our revenues for the year ended December 31, 2024, were $9,875 thousand compared to $6,607 thousand for the year ended December 31, 2023, an increase of $3,268 thousand, or 49%. The increase is mainly attributable to an increase in the volume of sales of our Roshield product line, which accounted for approximately 76% of our total revenues in 2024. The growth in Roshiled sales resulted from management’s strategy to increase online advertising on Amazon as well as the successful launch of new rodent control kits within the Roshield category. Revenues from Entopest and Rempro remained relatively stable, while BirdGo revenues decreased due to a strategic reallocation of marketing resources towards the Roshield product line. There were no material changes in prices of products during 2024 in relation to 2023. To date, we have not been materially impacted by the imposition of tariffs as we do not currently operate in the United States; however, future changes in tariff policies could adversely affect our costs or operations. 

Cost of revenues

Our cost of revenues consists of the purchase of finished goods, freight, cost of commissions to Amazon and change in inventory.

The following table discloses the breakdown of the cost of revenues for the periods set forth below:

Freight and storage expenses for the year ended December 31, 2024, amounted to $313 thousand, compared to $81 thousand for the year ended December 31, 2023, an increase of $232 thousand or 286%. The increase is mainly due to freight costs related to inventory transport from China, resulting from the Company’s decision to source goods from China, where manufacturing costs are lower, as opposed to the sourcing of such goods from local suppliers in the UK.

Sales fulfillment commissions for the year ended December 31, 2024, amounted $4,455 thousand, compared to $2,630 thousand for the year ended December 31, 2023, an increase of $1,825 thousand or 69%. The increase is mainly attributable to the increase in sales and launching into new markets in Europe, where the related Amazon fees rates are higher than in UK.

Purchases of finished goods and changes in inventory for the year ended December 31, 2024, amounted to $3,165 thousand, compared to $2,923 thousand for the year ended December 31, 2023, an increase of $242 thousand or 8.2%. The increase derives from an increase in revenues. The purchases and changes in inventory in relation to revenues was 32% compared to 44.24%, which derives from the management approach of sourcing goods from China and changes in product mix. 

Gross Profit

Our gross profit for the year ended December 31, 2024, was $1,649 thousand, compared to gross profit of $800 thousand for the year ended December 31, 2023, an increase of $849 thousand, or 106%. The increase is mainly attributable to economies of scale resulting from the significant increase in revenue combined with a structural reduction in product costs. During 2024, management implemented a strategic shift in its supply chain to source products directly from manufacturers in China rather than local distributors in the UK. While in 2023 substantially all of our inventory purchases were made from UK suppliers, in 2024, approximately 56% of our purchases were sourced from China. This shift resulted in lower landed costs per unit, even after accounting for international shipping and customs duties. Additionally, the improvement in gross margin was supported by management’s focus on high-margin product lines and the discontinuation of certain lower-margin products.

Operating Expenses

Our current operating expenses consist of three components — marketing and sales expenses, general and administrative expenses and other expenses.

Sales and marketing Expenses

Our sales and marketing expenses consist primarily of Amazon marketing fees, consultants and other sales and marketing expenses.

The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:

Sales and marketing expenses for the year ended December 31, 2024, amounted to $640 thousand, compared to $189 thousand for the year ended December 31, 2023. The increase of $467 thousand, or 247% for the year ended December 31, 2024, as compared to the year ended December 31, 2023, is mainly attributable to management strategy to increase advertising on the Amazon platform (pay per click) compared to previous owners strategy on 2023.

General and Administrative Expenses

Our general and administrative expenses consist primarily of professional service, facilities, depreciation and amortization and other general and administrative expenses.

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

General and administrative expenses for the year ended December 31, 2024, amounted to $326 thousand, compared to $292 thousand for the year ended December 31, 2023. The increase is primarily attributable to increases in professional services expenses, maintenance expenses, IT expenses and other general and administrative expenses, offset by an decrease in directors’ fees.

Operating Profit

Our operating profit for the year ended December 31, 2024, was $528 thousand, compared to an operating loss of $55 thousand for the year ended December 31, 2023, an increase of $583 thousand. The increase in 2024 was due to factors mentioned above.

Financial expenses

Financial expenses consist of foreign currency exchange difference, mainly USD to GBP, interest and bank fees.

Our financial expense, net was $31 thousand for the year ended December 31, 2024, compared to net financial income of $41 thousand for the year ended December 31, 2023, an increase of $72 thousand. The increase was primarily attributable to the exchange difference between USD and GBP that in 2024 created expenses while in 2023 created profits to the company.

Net profit

Our net profit for the year ended December 31, 2024, was $360 thousand, compared to net loss of $92 thousand for the year ended December 31, 2023, an increase of $452 thousand. The increase in 2024 was due to factors mentioned above.

Overview

Since our inception of the company, we have financed our operations primarily through our positive cashflow from operating activities. In 2023, the year we were acquired by Jeffs’ Brands, we had a negative cashflow from operating activities, mainly due to increases in inventory caused by sourcing inventory from China, which requires purchases of inventory in higher scale and storing such inventory in our warehouses, whereas we previously relied on local suppliers in the United Kingdom that shipped many products directly to Amazon warehouses rather than through our warehouses, which generally allowed us to maintain inventory in smaller quantities and on an as-needed basis, and account receivables that was offset with increase in account payables. As of December 31, 2024, and 2023, we had approximately $546 thousand and $210 thousand, respectively, in cash and cash equivalents. As of September 30, 2025 and 2024, we had approximately $359 thousand and $546 thousand, respectively, in cash and cash equivalents.

Nine Months Ended September 30, 2025 Compared to Nine Months September 30, 2024

The table below presents our cash flow for the periods indicated:

Cash Flows from Operating Activities

During the nine months ended September 30, 2025, we had negative cash flow from operations in the amount of $1,070 thousand compared to a negative cash flow of $54 thousand for the nine months ended September 30, 2024.

Our net cash from operating activities in 2025 consists primarily of net loss of $4,626 thousand, increase in Listing expense (non-cash) of $3,459 increase in related Share-based payment transactions of $252 thousand, increase in trade and other receivables of $603 thousand, increase in related party payable of $688 thousand, increase in inventory of $332 thousand. 

Cash Flows from Investing Activities

During the nine months ended September 30, 2025, we had negative cash flow from investing activities in the amount of $2,483 thousand, compared to a negative cash flow of $11 thousand for the nine months ended September 30, 2024.

Our net cash used in 2025 in investing activities consists primarily of Investment in convertible loan receivable of $2,717 thousand partially offset by changes conversion of short-term deposits to cash and cash equivalents. 

Cash Flows from Financing Activities

During the nine months ended September 30, 2025, we had cash flow from financing activities in the amount of $3,182 thousand, compared to a negative cash flow of $38 thousand for the nine months ended September 30, 2024.

Our net cash used in 2025 in financing activities primarily consists of Issuance of convertible debenture $3,222 thousand 

Year Ended December 31, 2024 Compared to Year Ended December 31, 2024

The table below presents our cash flow for the periods indicated:

Our net cash from operating activities was $523 for the year ended December 31, 2024, as compared to net cash used in operating activities of $306 for the year ended December 31, 2023. Our net cash used in investing activities was $132 for the year ended December 31, 2024, as compared to net cash used in investment activities of $2 for the year ended December 31, 2023. Our net cash used in financing activities was $59 for the year ended December 31, 2024, as compared to net cash used in investing activities of $247 for the year ended December 31, 2023.

The change in our liquidity for the year ended December 31, 2024, resulted from several factors, including:

Cash Flows from Operating Activities

Our net cash from operating activities in 2024 consists primarily of cash collections from customers of approximately $9.9 million, partially offset by cash payments for inventory purchases of approximately $8.2 million and other operating expenses of approximately $1.2 million. This compares to net cash used of $306 thousand in 2023.

Cash Flows from Investing Activities

Our net cash used in 2024 in investing activities consists primarily of purchase of property and equipment of $132 thousand. compared to $2 thousand in purchase of property and equipment in 2023.

Cash Flows from Financing Activities

Our net cash used in 2024 in financing activities consists of lease payments in the amount of $59 thousand compared to $24 thousand lease payments and dividend payment in the amount of $223 thousand in 2023.

Current Outlook

As of December 31, 2024 and September 30, 2025, our cash and cash equivalents were $546 thousand and $ thousand, respectively. We expect that our existing cash and cash equivalents as of September 30, 2025, will be sufficient to fund our current operations and satisfy our obligations for the next twelve months. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.

Our future capital requirements will depend on many factors, including:

None.

Other than as disclosed in “Item 5. Operating and Financial Review and Prospects — Components of Operating Results” and elsewhere in this registration statement, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2024 to December 31, 2024 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

We describe our material accounting policies more fully in Note 2 to our financial statements included. We prepare our financial statements in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board. The preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts we report as assets, liabilities, revenue, costs and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.

Recent Accounting Pronouncements

Please see Notes 2m and 2n to our audited consolidated financial statements included elsewhere in this registration statement for information regarding recent accounting pronouncements.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, as defined in the rule under the Exchange Act, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The following table sets forth information regarding our executive officers, key employees and directors as of the date of this registration statement:

Gabriel Kabazo, Chief Executive Officer

Mr. Kabazo has served as our Chief Executive Officer since July 7, 2025. Mr. Kabazo is an experienced finance and operations professional with over 20 years of experience supporting accounting, financing and IT operations in complex corporate settings. Since May 2020, Mr. Kabazo has served as CFO for Femto Technologies Inc. (NASDAQ: FMTO). Since July 2022, Mr. Kabazo has served as CFO for Plantify Foods, Inc. (TSXV:PTFY). Since January 2022, he has served as CFO for Starmet Ventures Inc. (CSE: STAR). From 2002-2011 he served as CFO for m-Wise Inc. (OTCBB:MWIS). From 2000-2002 served as Controller for On Track Innovations Ltd. (OTCQX:OTIVF). Mr. Kabazo received a B.A. in Accounting & Economics from Tel Aviv University in 1997 and earned his C.P.A. (Israel) designation in 1999. In 2006 he earned an MBA (Financing) from the University of British Columbia, Sauder School of Business.

Ronen Zalayet, Chief Financial Officer

Mr. Zalayet has served as our Chief Financial Officer since July 7, 2025. In addition, Mr. Zalayet has served as the Chief Financial Officer of Jeffs’ Brands Ltd. (Nasdaq: JFBR) since October 2022. Mr. Zalayet has over 20 years of experience working in financial leadership positions in private and public companies, including in growing fintech and technology companies. Mr. Zalayet has served as the chief executive officer and director of Shemen Oil and Gas Resources Ltd, an Israeli company listed on the Tel Aviv Stock Exchange (TASE: SOG) that explores oil and natural gas from July 2021 until December 2023. From November 2019 to June 2021, Mr. Zalayet served as the chief financial officer of Colugo Systems Ltd., a company operating in the transportation field, and from 2016 to 2020, he served as a consultant, director and head of the Israeli office of Access Capital Markets Limited, a finance boutique company headquartered in the United Kingdom. Ms. Zalayet holds a B.A. in Economics and Accounting and an MBA from Tel Aviv University, Israel, and is a certified public accountant in Israel.

Oz Adler, Chairman of the Board 

Mr. Adler has served as our director since September 2025. Mr. Adler has served as the Chief Financial Officer of SciSparc Ltd. since April 2018, and the Chief Executive Officer of SciSparc, and prior to that, from September 2017, he served as Vice President of Finance at SciSparc. Additionally, Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. Mr. Adler currently serves on the board of directors of numerous private, such as Polyrizon Ltd. (Nasdaq: PLRZ), Jeffs’ Brands Ltd. (Nasdaq: JFBR), Rail Vision Ltd. (Nasdaq: RVSN) and Clearmind (Nasdaq: CMND), (FSE: CWY), and previously served as the chief financial officer of Medigus Ltd. (Nasdaq: MDGS) from December 2020 to April 2021. From 2012 until 2017, Mr. Adler was employed as a certified  public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr. Adler holds a B.A. in Accounting and Business management from The College of Management, Israel.

Liat Sidi, Director 

Ms. Sidi has served as a member of our board of directors since July 7, 2025. Ms. Sidi serves as the manager of the accounting department for Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) since 2010. Additionally, since 2010, Ms. Sidi has served as an accountant at Sidi Liat Accounting Services. Since August 2020, she has also served as a director for Plantify Foods, Inc. (TSXV: PTFY), a minority-owned shareholder of the Company, and SciSparc Ltd. (Nasdaq: SPRC), as a director for N2OFF, Inc. (Nasdaq: NITO), since November 2023, and as a director for Polyrizon Ltd. (Nasdaq: PLRZ), since October 2024. Ms. Sidi previously served as an accountant for Panaxia Labs Israel Ltd. (TASE: PNAK) from 2015 to 2020 and as an accountant for Soho Real Estate Ltd. from 2015 to 2016. Ms. Sidi also served as an accountant for Feldman-Felco Ltd. from 2006 to 2010 and as an accountant for Eli Abraham Accounting Firm from 2000 to 2006. Ms. Sidi completed tax, finance and accounting studies in Ramat Gan College of Accounting. Ms. Sidi is a certified public accountant in Israel.

Tamir Fayerman, Director 

Mr. Fayerman has served as a member of our board of directors since July 7, 2025. Mr. Fayerman is a vision-driven professional with a career-long record of marketing operations, business development, and project management success. Mr. Fayerman has been the CEO of Onar Estate, a real estate marketing and development company, since 2024, and was previously the Head of Marketing and Sales – Real Estate of Four Season Real Estate Group Ltd. between 2022 and 2024. Additionally, Mr. Fayerman acted as the Head of Marketing and Sales of OM London Ltd. between 2020 and 2021, and an Income Statement Unit Manager of Triola between 2011 to 2020.

Ohad David, Director 

Mr. David has served as a member of our board of directors since July 7, 2025. Mr. David is a businessperson with a successful history in fostering business relationships across various industries. Mr. David has an extensive experience in international trading, especially in importing and exporting precious commodities. Since January 2022, Mr. David has served as the Chief Executive Officer and Director of Starmet Ventures Inc. (CSE:STAR), an exploration company that focuses on mineral resource properties in Canada and the United States. Mr. David also serves as a Director of Stardust Solar Energy Inc. (TSXV: SUN), a franchisor of renewable energy installation services in North America. In addition, since 2009, Mr. David has operated Ohad Diamonds, Inc., a diamond retail company that he founded.

Asaf Itzhaik, Director 

Mr. Itzhaik has served as a member of our board of directors since July 7, 2025. Mr. Itzhaik is a seasoned international businessman in retail, BTC, BTB and real estate. Mr. Itzhaik has served as the chief executive officer of A.K.A Optics Ltd., a manufacturer of adaptive optics, since 1994 and as a member of the board of directors of A.K.A Optics Ltd. since 1998. Mr. Itzhaik also serves as a member of the board of directors of Gix Internet Ltd. (TASE: GIX) since August 2021, Plantify Foods, Inc. (TSXV: PTFY), since August 2023, N2OFF, Inc. (Nasdaq: NITO), since December 2023, Clearmind Medicine Inc. (Nasdaq:CMND), since November 2022, Polyrizon Ltd.(Nasdaq: PLRZ), since May 2024, Rani Zim Shopping Centers Ltd. (TASE: RANI) since August 2022 and has also served as an external director of JFBR’ Brands Ltd. (Nasdaq: JFBR) from August 2022 until November 2023. Mr. Itzhaik is a certified optometrist and graduated a program in corporate board leadership in Merkaz Hashilton Hamkomi, Israel. Mr. Itzhaik has completed a continuing education director’s course in Israel.

Family Relationships

There are no family relationships between any members of our executive management and our directors.

Arrangements for Election of Directors and Members of Management

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors were selected. See “Item 7B — Major Shareholders and Related Party Transactions — Related Party Transactions” for additional information.

The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2025. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.

All amounts reported in the table below reflect our cost, in United States dollars. Amounts paid in Canadian dollars are translated into United States dollars at the rate of CAD$ 1.3706 = US$ 1.00 for the year ended December 31, 2025 and CAD$ 1.3698 = US$ 1.00 for the year ended December 31, 2024, based on the average representative rate of exchange between the Canadian dollar and the Unites States dollars as reported by the Bank of Canada.

For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure of the compensation of certain executive officers on an individual basis. Pursuant to applicable Canadian Securities Laws, and as the Company is currently a “venture issuer” as defined in National Instrument 51-102 – Continuous Disclosure Obligations, we are required to disclose the annual compensation of each of the following:

Upon the listing of the Company’s securities on the Nasdaq, the Company will cease to be a “venture issuer”, and will be required to disclose the annual compensation of each of the following:

This disclosure will not be as extensive as that required of a U.S. domestic issuer.

Certain Information Concerning Equity Awards to Directors and Executive Officers

The following tables set forth information, as of December 31, 2025 concerning all outstanding equity awards to our directors and executive officers as of such date.

Options

As of December 31, 2025, options to purchase 8,286 common shares were granted to our directors and executive officers under our Stock Option Plan, or the Option Plan. The options have at a weighted average exercise price of 1.40 CAD per share. The following table sets forth information regarding options granted to our executive officers and directors during the year ended December 31, 2025 that are outstanding as of the date of this filing:

RSUs

As of December 31, 2025, 139,284 restricted share units (“RSUs”) were granted to our directors and executive officers under the Option Plan. The following table sets forth information regarding RSUs granted to our executive officers and directors during the year ended December 31, 2025 that are outstanding as of the date of this filing:

Our compensation policies are based on the principles that compensation should, to a significant extent, be reflective of the financial performance of our executive officers and directors, and that a significant portion of executive officers’ and directors’ compensation should provide long-term incentives. The Board and Compensation Committee of the Board, or the Compensation Committee, seeks to have compensation of our directors and executive officers set at levels that are sufficiently competitive so that we may attract, retain and motivate highly qualified directors and executive officers to contribute to our success. In assessing the overall compensation for directors and executive officers, the Board and Compensation Committee considers the Company’s performance, relative stockholder return and industry position, general industry data, and awards given to our executive officers in past years. It is our general compensation philosophy to provide a blend of base salaries/consulting fees, incentive bonuses and equity-based compensation.

The Company has a new omnibus equity incentive plan (the “Equity Incentive Plan”), which was adopted by the Board of Directors on July 21, 2025, and approved by the Company’s shareholders at the annual general meeting on August 21, 2025. The Equity Incentive Plan replaces and supersedes the Company’s previous “rolling 10%” Option Plan that was originally adopted on June 25, 2021, and last approved by the shareholders of the Company on June 27, 2024. The Option Plan authorized the issuance of up to 10% of the Shares issued and outstanding from time to time for options.

The Equity Incentive Plan is a fixed plan whereby the aggregate number of common shares of the Company that may be issued upon the exercise or settlement of performance-based awards granted shall not exceed up to 20% of the Company’s issued common shares as at the date of implementation, which maximum was fixed at 1,904,478 common shares by the Board on July 21, 2025 (representing 20% of the Company’s issued and outstanding common shares as at the Record Date).

If the Equity Incentive Plan is not approved by the shareholders of the Company, the Equity Incentive Plan will terminate and the Company will revert to its previous “rolling 10%” Stock Option Plan.

On September 15, 2025, the Company granted 139,284 RSUs to officers and members of the board of directors and 128,572 RSUs to advisors of the Company under the Equity Incentive Plan. Each RSU entitles the holder to receive one Share of the Company without additional consideration. Half of the RSUs will vest after one year and the other half will vest in four tranches over the second year from the date of grant.

Elements of Compensation

Base Salary/Consulting Fees

Each executive officers receives a fee, which constitutes a significant portion of the executive officer’s compensation package. Consulting fees are paid for discharging day-to-day duties and responsibilities and reflects the executive officer’s performance over time, as well as that individual’s particular experience and qualifications.

Incentive Bonus

Incentive bonuses, in the form of cash payments, are designed to add a variable component of compensation based on corporate and individual performances for each officer and employee. Both individual and corporate performances are also taken into account. No bonuses were paid to our executive officers during the most recently completed financial year.

Equity-Based Compensation

Our directors, officers, employees and consultants are eligible under our Equity Incentive Plan to receive grants of equity incentive securities. The Omnibus Plan is an important part of our long-term incentive strategy for its officers and directors, permitting them to participate in appreciation of the market value of the Common Shares over a stated period of time. The Omnibus Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value.

The Board believes that the Equity Incentive Plan Plan aligns the interests of our executive officers and the Board with shareholders by linking a component of executive compensation to the longer term performance of the Common Shares.

Compensation Risk

The Board has not formally considered the implications of risks associated with our compensation policies and practices as, in their view, the current structure of our executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Company, which includes but is not limited to performance of its share price.

Financial Instruments

Except as may be prohibited by law, our executive officers and directors are not currently prohibited from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an executive officer or director. To our knowledge, none of our executive officers or directors have entered into or purchased such a financial instrument.

Share-based and option-based Awards

As discussed above, the Equity Incentive Plan is maintained for our directors, officers, consultants and employees and any of our present and future subsidiaries. The CEO will make initial recommendations to the board of directors on the grant of equity incentive securities, taking into account contribution of eligible individuals. The board of directors of the Company will then determine the appropriateness of all equity incentive securities, based on both individual and Company performance in any given year, and will take into consideration the levels of compensation paid to persons in the same or similar management positions at comparable companies, in making such recommendations.

Option-based Awards

Pursuant to the Equity Incentive Plan, an option exercise price cannot be less the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange) on the date of grant of the option. The purchase price for the Common Shares under each option shall be determined by the board of directors acting as the plan administrator of the Equity Incentive Plan. The maximum term is ten (10) years. There are no specific vesting provisions under the Omnibus Plan, other than in relation to investor relations service providers. Options are non-assignable and non-transferable other than by will or by the laws of descent and distribution. As at the date hereof, there are 103,196 stock options and 535,714 RSUs outstanding under the Equity Incentive Plan, which represents approximately 16.77% of the Common Shares reserved for issuance under the Equity Incentive Plan. Please see “Item 6.A. Directors, Senior Management and Employees – Share Ownership – Omnibus Equity Incentive Plan” below, for a summary of the Omnibus Plan.

Compensation Governance

Given the Company’s size and stage of operations, it plans to establish a Compensation Committee upon the effectiveness of the listing of its common shares on Nasdaq or formalized any guidelines with respect to compensation at this time.

The Board determines director compensation from time to time. Directors are not generally compensated in their capacities as such but the Company may, from time to time, grant to its directors incentive stock options to purchase common shares in the capital of the Company pursuant to the terms of the Option Plan and in accordance with the TSX Venture Exchange policies.

The Board as a whole determines executive compensation from time to time. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company’s success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards when compensating its executive officers.

Pension Plan Benefits

No benefits were paid, and no benefits are proposed to be paid to any of our executive officers under any pension or retirement plan.

Termination and Change of Control Benefits

No Termination or Change of control benefits were paid or are proposed to be paid to any of our executive officers.

Directors Compensation

For a description of the terms of our options and option plans, see “Item 6.A. Directors, Senior Management and Employees – Share Ownership – Omnibus Equity Incentive Plan” below.

Employment and Service Agreements with Executive Officers

We have entered into written employment and/or service agreements with each of our executive officers. All of these agreements contain customary provisions regarding confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into our standard form of indemnification agreement, in the form filed as an exhibit to this registration statement, with each of our directors and members of our senior management. Each such indemnification agreement provides the indemnified person with indemnification to the maximum extent permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance or other indemnification agreements. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Directors’ Service Contracts

We do not have written agreements with any director providing for benefits upon the termination of his employment with the Company.

Equity Incentive Plans

See “Item 6.E. Share Ownership–Stock Option Plan” below.

Except as stated below, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future decide to use other foreign private issuer exemptions with respect to some of the other Nasdaq listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the Nasdaq, may provide less protection than is accorded to investors under the Nasdaq Rules applicable to U.S. domestic issuers.

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201—Corporate Governance Guidelines, or the Corporate Governance Guidelines, or NP 58-201, together with certain related disclosure requirements pursuant to National Instrument 58-101—Disclosure of Corporate Governance Practices, or NI 58-101. The Corporate Governance Guidelines are recommended as “guidance” for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines.

The disclosure set out below includes disclosure required by NI 58-101 describing our approach to corporate governance in relation to the Corporate Governance Guidelines.

Composition of our Board

Our Board currently consists of five directors. Pursuant to the policies of the TSX Venture Exchange, we must have no fewer than three directors. Pursuant to our articles, a director may be removed with or without cause, prior to expiration of the director’s term, by a special resolution, being a resolution passed by at least two-thirds of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors are appointed at the annual general meeting of shareholders and the term of office for each of the directors will expire at the time of our next annual shareholders meeting. Our articles of incorporation provide that, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of directors who held office at the expiration of the last meeting of our shareholders. Under the BCBCA, there is no minimum number of directors required to be resident Canadians.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, our Board will develop a skills and competencies matrix for our Board as a whole and for individual directors. Our Board will also conduct a process for the assessment of our Board, each committee and each director regarding his or her effectiveness and contribution, and will report evaluation results to our Board on a regular basis.

Director Independence under Canadian Regulation

Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument 52-110—Audit Committees. Section 1.4 of NI 52-110 generally provides that a director is independent if he or she has no direct or indirect “material relationship” with the issuer which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. Notwithstanding the foregoing, the following are deemed as being in a material relationship: (a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer; (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer; (c) an individual who: (i) is a partner of a firm that is the issuer’s internal or external auditor, (ii) is an employee of that firm, or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual: (i) is a partner of a firm that is the issuer’s internal or external auditor, (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer’s current executive officers serves or served at that same time on the entity’s compensation committee; and (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Liat Sidi, Tamir Fayerman, Ohad David, Asaf Itzhaik and Oz Adler, representing all of the members of our Board, are “independent” as that term is defined under the Nasdaq Rules and NI 58-101. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director.

Certain members of our Board are also members of the boards of other public companies. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Mandate of the Board of Directors

Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. In fulfilling its mandate, the Board is, among other things, responsible for the following: :

Meetings of Independent Directors

Our Board will hold regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time. The independent members of our Board will also meet, from time to time as may be required, without the non-independent directors and members of management before or after each regularly scheduled Board meeting.

Monitoring Compliance with the Code of Conduct

Our Audit Committee is responsible for reviewing and evaluating the code of conduct at least annually and recommending any necessary or appropriate changes to our Board for consideration. The Audit Committee assists our Board with the monitoring of compliance with the code of conduct, and is responsible for considering any waivers therefrom (other than waivers applicable to members of the Audit Committee or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a whole).

Requirement for Directors and Officers to Disclose Interest in a Contract or Transaction

In accordance with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material contract or material transaction whether made or proposed with us, if the director or officer is a party to the contract or transaction, is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material interest in a party to the contract or transaction. Subject to certain limited exceptions under the BCBCA, no director may vote on a resolution to approve a material contract or material transaction which is subject to such disclosure requirement.

As of the date hereof, except as otherwise disclosed in this registration statement on Form 20-F, to the knowledge of the Board or the management of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company of any of its subsidiaries.

Complaint Reporting

In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our code of conduct or any of our policies, or any unethical or questionable act or behavior, our code of conduct will require that our employees promptly report the violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, we will adopt a whistleblowing policy which will contain procedures that are aimed to facilitate confidential, anonymous submissions of complaints by our directors, officers, employees and others.

Controlled Company; Foreign Private Issuer

Upon the effectiveness of the listing of our common shares on Nasdaq, Jeffs’ Brands will hold approximately 70.94% of our issued and outstanding common shares and will be able to exercise approximately 70.94% of the total voting power of our issued and outstanding common shares. As a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules. For so long as we are a “controlled company”, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including: