| NOTE 15: |
SUBSEQUENT EVENTS |
| a. | On February 3, 2026, the Company entered into a non-binding
memorandum of understanding (the “MOU”) with Arrow Aviation Ltd. (“Arrow Aviation”). Under the terms of the MOU,
the Company intends to acquire a 51% stake in Arrow Aviation on a fully diluted basis through a cash investment of NIS 18,000,000 (approximately
$5,800). The transaction contemplated under the MOU also includes ancillary arrangements, including: (i) the transfer of a Hawker 800
aircraft valued at $3,500 to Arrow Aviation by a third party, in exchange for a convertible note to be issued by the Company; (ii) issuance
of convertible notes by the Company to current Arrow Aviation shareholders, in condition for such shareholders’ irrevocable waiver
of payments under shareholder loans or other indebtedness owed by Arrow Aviation to such shareholders; and (iii) a mutual call and put
options on the remaining 49% of Arrow Aviation’s shares, exercisable after two years, based on agreed valuation multiples tied
to financial metrics. |
| b. | On February 28, 2026, after the reporting date, “The
Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel
involving attacks in Iran. In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain
states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah,
a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon. |
Following the commencement of the Operation,
Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among
other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain
businesses, which has contributed to a partial reduction in economic activity.
Subject to the continuation and/or
escalation of the Operation, and given its adverse impact on economic conditions in Israel, management expects the Operation to have a
negative effect on the Company. Because this is an ongoing event and there is uncertainty regarding its duration, nature, and scope, management
is unable to reasonably estimate the extent of the impact at this time.
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